Energization and Extensions. (a) A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is twelve (12) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project. (b) With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows: (i) With respect to a Designated System where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller; (ii) if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request; (iii) other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, examples of good cause include, but are not limited to, Energization delays resulting from (A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date and the cause of such failure to get Energized is resulting from (A), (B) or (C) above, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of any extension fees that have been paid pursuant to Section 2.4(b)(i) plus the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.4 As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA. (c) If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests. (d) In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer.
Appears in 4 contracts
Samples: Master Renewable Energy Credit Purchase and Sale Agreement, Renewable Energy Credit Purchase and Sale Agreement, Master Renewable Energy Credit Purchase and Sale Agreement
Energization and Extensions. (a) A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is twelve (12) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project.
(b) With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows:
(i) With respect to a Designated System where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller;
(ii) if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request;
(iii) other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, examples of good cause include, but are not limited to, Energization delays resulting from
(A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date and the cause of such failure to get Energized is resulting from (A), (B) or (C) above, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of any extension fees that have been paid pursuant to Section 2.4(b)(i) plus the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.4 IPA.2 As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA.
(c) If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests.
(d) In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer.
(e) Upon Energization of a Designated System, 3 the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System; such Schedule B to the Product Order shall be 2 For avoidance of doubt, while Seller may request for a refund of its Performance Assurance in the amount of the Collateral Requirement of a Designated System, the approval of such request is at the reasonable discretion of the IPA. For example, the IPA may approve an extension pursuant to Section 2.4(b)(iii)(B), but may reject such request for a refund if failure of Energization during such extension is due to Seller’s inaction or failure to act in a timely manner. 3 Unless provided otherwise, all information relevant to the Designated System recorded at Energization, including the Actual Nameplate Capacity, Actual Capacity Factor and any applicable Subscription information at Energization, are based on information in Seller’s ABP Part II Application for such Designated System. included with the upcoming or following Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1.
(f) The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the ABP for inclusion in this Agreement and whether a subscription is deemed a valid Subscription, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that Seller has failed to perform a material covenant or obligation set forth herein that is tied to a Designated System or that a Designated System as built (i) is in material non-conformance with the requirements of the ABP or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller fails to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the ABP. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments Seller has received from Buyer associated with RECs from such Designated System.
(g) For a Designated System that would otherwise be Energized pending the establishment of the Standing Order, if Seller desires to have the Designated System change its Class of Resource, Seller shall with written notice to the IPA and Buyer substantially in the form of Schedule D to the Product Order, request for such Designated System to be removed from this Agreement and to be submitted under a new ABP application. As soon as practicable after the IPA’s receipt of Seller’s request, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the removal of the Designated System, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. For avoidance of doubt, the Designated System that is re-submitted by Seller in a new ABP application shall be treated like any other new system being submitted, and no portion of the Collateral Requirement forfeited shall be eligible to be applied to the new ABP application.
Appears in 2 contracts
Samples: Renewable Energy Credit Purchase and Sale Agreement, Renewable Energy Credit Purchase and Sale Agreement
Energization and Extensions.
(a) A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is twelve (12) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project.
(b) With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows:
(i) With respect to a Designated System where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller;
(ii) if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request;
(iii) other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, examples of good cause include, but are not limited to, Energization delays resulting from
(A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date and the cause of such failure to get Energized is resulting from (A), (B) or (C) above, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of any extension fees that have been paid pursuant to Section 2.4(b)(i) plus the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.4 IPA.2 As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA.
(c) If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests.
(d) In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer.
(e) Upon Energization of a Designated System, 3 the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System; such Schedule B to the Product Order shall be 2 For avoidance of doubt, while Seller may request for a refund of its Performance Assurance in the amount of the Collateral Requirement of a Designated System, the approval of such request is at the reasonable discretion of the IPA. For example, the IPA may approve an extension pursuant to Section 2.4(b)(iii)(B), but may reject such request for a refund if failure of Energization during such extension is due to Seller’s inaction or failure to act in a timely manner. 3 Unless provided otherwise, all information relevant to the Designated System recorded at Energization, including the Actual Nameplate Capacity, Actual Capacity Factor and any applicable Subscription information at Energization, are based on information in Seller’s ABP Part II Application for such Designated System. included with the upcoming or following Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1.
(f) The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the ABP for inclusion in this Agreement and whether a subscription is deemed a valid Subscription, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that Seller has failed to perform a material covenant or obligation set forth herein that is tied to a Designated System or that a Designated System as built (i) is in material non-conformance with the requirements of the ABP or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller fails to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the ABP. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments Seller has received from Buyer associated with RECs from such Designated System.
(g) For a Designated System that would otherwise be Energized pending the establishment of the Standing Order, if Seller desires to have the Designated System change its Class of Resource, Seller shall with written notice to the IPA and Buyer substantially in the form of Schedule D to the Product Order, request for such Designated System to be removed from this Agreement and to be submitted under a new ABP application. As soon as practicable after the IPA’s receipt of Seller’s request, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the removal of the Designated System, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. For avoidance of doubt, the Designated System that is re-submitted by Seller in a new ABP application shall be treated like any other new system being submitted, and no portion of the Collateral Requirement forfeited shall be eligible to be applied to the new ABP application.
Appears in 1 contract
Samples: Renewable Energy Credit Purchase and Sale Agreement
Energization and Extensions. (a) A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is twelve (12) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project.
(b) With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows:follows:
(i) With respect to a Designated System where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller;
(ii) if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request;
(iii) other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, examples of good cause include, but are not limited to, Energization delays resulting fromfrom
(A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date and the cause of such failure to get Energized is resulting from (A), (B) or (C) above, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of any extension fees that have been paid pursuant to Section 2.4(b)(i) plus the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.4 IPA.2 As soon as practicable after the receipt of such Seller’s written notice, 2 For avoidance of doubt, while Seller may request for a refund of its Performance Assurance in the amount of the Collateral Requirement of a Designated System, the approval of such request is at the reasonable discretion of the the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA.
(c) If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests.
(d) In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer.
(e) Upon Energization of a Designated System, 3 the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System; such Schedule B to the Product Order shall be included with the upcoming or following Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1. IPA. For example, the IPA may approve an extension pursuant to Section 2.4(b)(iii)(B), but may reject such request for a refund if failure of Energization during such extension is due to Seller’s inaction or failure to act in a timely manner. 3 Unless provided otherwise, all information relevant to the Designated System recorded at Energization, including the Actual Nameplate Capacity, Actual Capacity Factor and any applicable Subscription information at Energization, are based on information in Seller’s ABP Part II Application for such Designated System.
(f) The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the ABP for inclusion in this Agreement, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that a Designated System as built (i) is in material non-conformance with the requirements of the ABP or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller fails to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the ABP. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments Seller has received from Buyer associated with RECs from such Designated System.
(g) For a Designated System that would otherwise be Energized pending the establishment of the Standing Order, if Seller desires to have the Designated System change its Class of Resource, Seller shall with written notice to the IPA and Buyer substantially in the form of Schedule D to the Product Order, request for such Designated System to be removed from this Agreement and to be submitted under a new ABP application. As soon as practicable after the IPA’s receipt of Seller’s request, the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the removal of the Designated System, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. For avoidance of doubt, the Designated System that is re-submitted by Seller in a new ABP application shall be treated like any other new system being submitted, and no portion of the Collateral Requirement forfeited shall be eligible to be applied to the new ABP application.
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Samples: Master Renewable Energy Credit Purchase and Sale Agreement
