Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "Contract Quantity"); provided that, for purposes of calculating a Shortfall, the Contract Quantity for Net Energy shall be reduced on an equitable basis due to any of the following: (a) Interconnecting Utility outages, unless caused by Seller's action or inaction; (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in Section 5.1(f)), unless caused by Seller's action or inaction; (c) any directive of SCE&G Transmission; and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "Guaranteed Energy Production"), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a "Shortfall") shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("Performance Liquidated Damages"), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than three (3) months prior to the Commercial Operation Date. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 21, on the Contract Quantity for Contract Year 20.
Appears in 1 contract
Samples: Power Purchase Agreement
Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "“Contract Quantity"”); provided that, for purposes of calculating a Shortfall, that the Contract Quantity for Net Energy for the applicable period shall be reduced on an equitable basis due to the extent any of the following:
(a) Interconnecting Utility outages, unless caused by Seller's action or inaction; (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in condition arises under Section 5.1(f)), unless caused by Seller's action or inaction; (c) any directive of SCE&G Transmission; and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "“Guaranteed Energy Production"”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a "“Shortfall"”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("“Performance Liquidated Damages"”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's ’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than three six (36) months prior to the current Commercial Operation DateDate Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 2111, on the Contract Quantity for Contract Year 2010.
Appears in 1 contract
Samples: Power Purchase Agreement
Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "Contract Quantity"); provided that, for purposes of calculating a Shortfall, that the Contract Quantity for Net Energy for the applicable period shall be reduced on an equitable basis due to the extent any of the following:
following occur: (a) Interconnecting Utility outages, outages (unless caused by Seller's action or inaction; ), (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in Section 5.1(f)), unless caused by Seller's action or inaction; , (c) any directive of SCE&G Transmission; , and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "Guaranteed Energy Production"), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net theN et Energy actually delivered (a "Shortfall") shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("Performance Liquidated Damages"), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than three six (36) months prior to the current Commercial Operation DateDate Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 2111, on the Contract Quantity for Contract Year 20.10. Within two (2) Business Days following the Commercial Operation Date, Seller shall also provide Buyer with the Contract Quantities for the potential Additional Term, including pro-rated quantities, subject to mutual agreement of the Parties, for the 3ASQ1optFfCTC.1hqAunoprQdu6aso,eoucCboSrobdachYaufrfhna1enraeaci omagfrfaln t1etnlsrtoaniolirirnrlietleao’odtaioeretariytsendrdryntnceirnciati, OdFrAitetaeanohapSacsTctesteiciaigonloleoirlnrsteinydfasrsftbe’(.es 3gsbtaFPfhtrynaeaaecttdtccnareaireeixtxanlesrdinvda,ttiayylteisxt.scs.o8ufArcthtraisbe
Appears in 1 contract
Samples: Power Purchase Agreement
Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "Contract Quantity"); provided that, for purposes of calculating a ShortfallSubject to Sections 3.1(n) and 10.18, the Contract Quantity during each Contract Year is 227,250 MWh. The Parties agree that the actual amount of Delivered Energy in any Contract Year may be greater or less than the amount set forth above. Throughout the Delivery Term, Seller shall be required, subject to the adjustment described below for Net Seller Excuse Hours, to produce Delivered Energy in an amount no less than the Guaranteed Energy Production in one of each two consecutive Contract Years (“Performance Measurement Period”). Subject to the adjustment described below for Seller Excuse Hours, Guaranteed Energy Production means, for a given Contract Year, an amount of Energy, as measured in MWh, equal to the product of (i) 0.70 and (ii) the Contract Quantity. In any Contract Year in which a Seller Excuse Hour occurs the following adjustments to the Guaranteed Energy Production determination shall apply: (A) For all Seller Excuse Hours in a given Contract Year that are Events of Force Majeure affecting Seller, the Contract Quantity shall be reduced on an equitable basis due by the amount of Delivered Energy that Seller could have been expected to any deliver to Buyer during such Seller Excuse Hours during such Contract Year, as determined by Seller based upon the most recent forecast of the following:
(a) Interconnecting Utility outages, unless caused by Seller's action or inaction; (b) Buyer's inability Energy production for such Seller Excuse Hours provided pursuant to accept Net Energy (including Curtailed Energy as described in Section 5.1(f3.4(c)), unless caused by Seller's action or inaction; (c) any directive of SCE&G Transmission; and (dB) events For all Seller Excuse Hours in a given Contract Year that are not Events of Force Majeure. IfMajeure affecting Seller, starting with Seller shall be deemed to have produced, in addition to the second amount of Delivered Energy actually produced in the relevant Contract Year, the Facility fails amount of Delivered Energy that Seller could have been expected to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "Guaranteed Energy Production"), then a shortfall of Net Energy with respect to Buyer during such Seller Excuse Hours during such Contract Year equal Year, as determined by Seller based upon the most recent forecast of Energy production for such Seller Excuse Hours provided pursuant to Section 3.4(c). If, subject to the difference between adjustments described above, as applicable, Seller delivers less than the Guaranteed Energy Production in both Contract Years within any Performance Measurement Period, then within one hundred and twenty (120) days after the Net Energy actually delivered (a "Shortfall") shall be deemed to exist, and Seller shall pay to Buyer in respect last day of the last month of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("Performance Liquidated Damages")Measurement Period, which Performance Liquidated Damages Buyer shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer Seller of such proposed adjustments failure. Following Seller’s receipt of Notice of such failure, Seller may fully satisfy its obligations with respect to the quantities in Attachment C no less than three (3) months prior Guaranteed Energy Production requirement if Seller pays to the Commercial Operation Date. Within two (2) Business Days following the Commercial Operation DateBuyer, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 21, on the Contract Quantity for Contract Year 20.within fourteen
Appears in 1 contract
Samples: Power Purchase and Sale Agreement
Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "“Contract Quantity"”); provided that, for purposes of calculating a Shortfall, that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced on an equitable basis due to the extent any of the following:
(a) Interconnecting Utility outages, unless caused by Seller's action or inaction; (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in condition arises under Section 5.1(f)), unless caused by Seller's action or inaction; (c) any directive of SCE&G Transmission; and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "“Guaranteed Energy Production"”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a "“Shortfall"”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("“Performance Liquidated Damages"”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's ’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than three six (36) months prior to the current Commercial Operation DateDate Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 21, on the Contract Quantity for Contract Year 20.
Appears in 1 contract
Samples: Power Purchase Agreement
Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "“Contract Quantity"”); provided that, for purposes of calculating a Shortfall, that the Contract Quantity for Net Energy for the applicable period shall be reduced on an equitable basis due to the extent any of the following:
(a) Interconnecting Utility outages, unless caused by Seller's action or inaction; (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in condition arises under Section 5.1(f)), unless caused by Seller's action or inaction; (c) any directive of SCE&G Transmission; and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "“Guaranteed Energy Production"”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a "“Shortfall"”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("“Performance Liquidated Damages"”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's ’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than three six (36) months prior to the current Commercial Operation DateDate Deadline (based on the current Completion Deadline). Within two (2) Business Days following To the Commercial Operation Date, Seller shall provide extent that the Parties do not agree on the proposed adjustments to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 quantities in Attachment C. Such pro-rated C, the original agreed upon quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 21, on the Contract Quantity for Contract Year 20.remain in Attachment ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 17 of 66
Appears in 1 contract
Samples: Power Purchase Agreement
Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the "Contract Quantity"); provided that, for purposes of calculating a Shortfall, that the Contract Quantity for Net Energy for the applicable period shall be reduced on an equitable basis due to the extent any of the following:
following occur: (a) Interconnecting Utility outages, outages (unless caused by Seller's action or inaction; ), (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in Section 5.1(f)), unless caused by Seller's action or inaction; , (c) any directive of SCE&G ofSCE&G Transmission; , and (d) events of Force afForce Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the "Guaranteed Energy Production"), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a "Shortfall") shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh ("Performance Liquidated Damages"), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than three six (36) months prior to the current Commercial Operation DateDate Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 2111, on the Contract Quantity for Contract Year 20.10. Within two (2) Business Days following the Commercial Operation Date, Seller shall also provide Buyer with the Contract Quantities for the potential Additional Term, including pro-rated quantities, subject to mutual agreement of the Parties, for the 3QAS1otFfCTC.1hAunopQdu6as,eocCoCSrodachYauYrhn1n1nraieciomoagfafl t1etn0lrteoniolinrnrlietlao’oa,dioeretatrytsndryrnrnceirncati dOrFAitetaeanohapSa csTcti eseicsiaigonleoirlnsteinyfasrsftb’.es
Appears in 1 contract
Samples: Power Purchase Agreement
