Common use of Designated Fund Clause in Contracts

Designated Fund. City of San Xxxx is a municipal corporation and is precluded under the California State Constitution and applicable law from entering into obligations that financially bind future governing bodies, and, therefore, nothing in the Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of the Agreement; provided, however, that (i) City of San Xxxx has created and set aside a designated fund (the “Designated Fund”) for payment of its obligations under the Agreement and (ii) subject to the requirements and limitations of applicable law and taking into account other available money specifically authorized by the San José City Council and allocated and appropriated to the San Xxxx Clean Energy’s obligations, City of San Xxxx agrees to establish San Xxxx Clean Energy rates and charges that are sufficient to maintain revenues in the Designated Fund necessary to pay its obligations under this Agreement and all of City of San José’s payment obligations under its other contracts for the purchase of energy for San Xxxx Clean Energy. City of San Xxxx shall provide Seller with reasonable access to account balance information with respect to the San Xxxx Clean Energy Designated Fund during the Term. Limited Obligations. City of San José’s payment obligations under the Agreement are special limited obligations of City of San Xxxx payable solely from the Designated Fund and are not a charge upon the revenues or general fund of the City of San Xxxx or upon any non- San Xxxx Clean Energy moneys or other property of the Energy Department or the City of San Xxxx. Purchase Option Seller hereby grants Buyer the exclusive right, but not the obligation, to purchase the Facility at a price equal to the fair market value of the Facility determined in a commercially reasonable manner by a Third-Party Independent Evaluator, as defined below (the “Purchase Option”). All costs related to the appraisal shall be borne by Seller. The Purchase Option may be exercised by Buyer by delivering notice to Seller at least twelve (12) months prior to the end of the Delivery Term, with closing to occur on the day after the last day of the Delivery Term. Other Standard Contract Terms to be included in the PPA: Event of Default: Events of Default shall include, but not be limited to, failure to pay any amounts when due, breach of representations and warranties, failure to perform covenants and material obligations in the PPA, bankruptcy, assignment not permitted by the PPA, Seller failure to achieve Construction Start within one hundred twenty (120) days of the Guaranteed Construction Start Date, Seller failure to achieve Commercial Operation within sixty (60) days after the Guaranteed Commercial Operation Date, and other Events of Default expressly provided for in this Term Sheet. Governing Law: State of California Venue: [Alameda County] [Santa Clara County]

Designated Fund. City of San Xxxx is a municipal corporation and is precluded under the California State Constitution and applicable law from entering into obligations that financially bind future governing bodies, and, therefore, nothing in the Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of the Agreement; provided, however, that (i) City of San Xxxx has created and set aside a designated fund (the “Designated Fund”) for payment of its obligations under the Agreement and (ii) subject to the requirements and limitations of applicable law and taking into account other available money specifically authorized by the San José City Council and allocated and appropriated to the San Xxxx Clean Energy’s obligations, City of San Xxxx agrees to establish San Xxxx Clean Energy rates and charges that are sufficient to maintain revenues in the Designated Fund necessary to pay its obligations under this Agreement and all of City of San José’s payment obligations under its other contracts for the purchase of energy for San Xxxx Clean Energy. City of San Xxxx shall provide Seller with reasonable access to account balance information with respect to the San Xxxx Clean Energy Designated Fund during the Term. Limited Obligations. City of San José’s payment obligations under the Agreement are special limited obligations of City of San Xxxx payable solely from the Designated Fund and are not a charge upon the revenues or general fund of the City of San Xxxx or upon any non- San Xxxx Clean Energy moneys or other property of the Community Energy Department or the City of San Xxxx. Purchase Option Seller hereby grants Buyer the exclusive right, but not the obligation, to purchase the Facility at a price equal to the fair market value of the Facility determined in a commercially reasonable manner by a Third-Party Independent Evaluator, as defined below (the “Purchase Option”). All costs related to the appraisal shall be borne by Seller. The Purchase Option may be exercised by Buyer by delivering notice to Seller at least twelve (12) months prior to the end of the Delivery Term, with closing to occur on the day after the last day of the Delivery Term. Other Standard Contract Terms to be included in the PPAESA: Event of Default: Events of Default shall include, but not be limited to, failure to pay any amounts when due, breach of representations and warranties, failure to perform covenants and material obligations in the PPAESA, bankruptcy, assignment not permitted by the PPAESA, Seller failure to achieve Construction Start within one hundred twenty (120) days of the Guaranteed Construction Start Date, Seller failure to achieve Commercial Operation within sixty (60) days after the Guaranteed Commercial Operation Date, and other Events of Default expressly provided for in this Term Sheet. Governing Law: State of California Venue: [Alameda County] [Santa Clara County]

Designated Fund. City of San Xxxx is a municipal corporation and is precluded under the California State Constitution and applicable law from entering into obligations that financially bind future governing bodies, and, therefore, nothing in the Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of the Agreement; provided, however, that (i) City of San Xxxx has created and set aside a designated fund (the “Designated Fund”) for payment of its obligations under the Agreement and (ii) subject to the requirements and limitations of applicable law and taking into account other available money specifically authorized by the San José City Council and allocated and appropriated to the San Xxxx Clean Energy’s obligations, City of San Xxxx agrees to establish San Xxxx Clean Energy rates and charges that are sufficient to maintain revenues in the Designated Fund necessary to pay its obligations under this Agreement and all of City of San José’s payment obligations under its other contracts for the purchase of energy for San Xxxx Clean Energy. City of San Xxxx shall provide Seller with reasonable access to account balance information with respect to the San Xxxx Clean Energy Designated Fund during the Term. Limited Obligations. City of San José’s payment obligations under the Agreement are special limited obligations of City of San Xxxx payable solely from the Designated Fund and are not a charge upon the revenues or general fund of the City of San Xxxx or upon any non- San Xxxx Clean Energy moneys or other property of the Community Energy Department or the City of San Xxxx. Purchase Option Seller hereby grants Buyer the exclusive right, but not the obligation, to purchase the Facility at a price equal to the fair market value of the Facility determined in a commercially reasonable manner by a Third-Party Independent Evaluator, as defined below (the “Purchase Option”). All costs related to the appraisal shall be borne by Seller. The Purchase Option may be exercised by Buyer by delivering notice to Seller at least twelve (12) months prior to the end of the Delivery Term, with closing to occur on the day after the last day of the Delivery Term. Other Standard Contract Terms to be included in the PPA: Event of Default: Events of Default shall include, but not be limited to, failure to pay any amounts when due, breach of representations and warranties, failure to perform covenants and material obligations in the PPA, bankruptcy, assignment not permitted by the PPA, Seller failure to achieve Construction Start within one hundred twenty (120) days of the Guaranteed Construction Start Date, Seller failure to achieve Commercial Operation within sixty (60) days after the Guaranteed Commercial Operation Date, and other Events of Default expressly provided for in this Term Sheet. Governing Law: State of California Venue: [Alameda County] [Santa Clara County]