Extended Discussion Clause Samples

Extended Discussion. “Force Majeure” Provisions‌‌ A “Force Majeure” provision in an energy sale or PPA sets out each party’s respective rights and obligations in the event of an “Act of God” or event beyond the party’s reasonable control. Standard events of Force Majeure include wars and acts of terrorism; earthquakes, hurricanes and other natural disasters; labor strikes; embargos; and any other event or occurrence beyond the reasonable control of a party. Most often, upon the occurrence of a Force Majeure event, the contract will require the party claiming an impact from the event to notify the other party and begin steps to cure or address the event. Following written notice and upon beginning steps to address the impact, the “claiming party” is usually temporarily relieved of its obligations to perform under the contract. If the party claims that the event cannot be remedied and the contract cannot be fulfilled, the Force Majeure provision usually then allows that party to terminate the contract without penalty. In the context of a distributed-generation PPA between a third-party System Owner and a municipal government, where power is delivered from an on-site solar generation system to a municipal host-customer, the parties also may be concerned with moratoriums on the activities contemplated by the contract, events of non-appropriation, and concurrent but conflicting uses. As a result, force majeure provisions in the PPAs we reviewed generally contained standard Force Majeure definitions as well as events that are unique to government contracting. Many PPAs we reviewed included, as events beyond the control of the parties, government moratoriums on any activity related to the PPA and budget non-appropriation events. On the other hand, some PPAs addressed non-appropriation events separately and created alternatives for the parties to address events of non-appropriation, such as selling power to unrelated third parties or utilities, in the event of non-appropriation. In those PPAs, the definition of Force Majeure expressly excluded non- appropriation events. Whether an event of non-appropriation may be considered an event outside of the parties’ control will turn on whether the contracting party is also the budgeting or appropriating party. In circumstances where the customer may not have budgetary control, inclusion of non-appropriations may be appropriate. Similarly, where the definition of Force Majeure included government moratoriums or actions of other governmental auth...
View SourceView Similar (2)
Extended Discussion. Termination of a PPA‌ Before a system is fully installed, connected to the utility meter, and operating, a PPA may be terminated for a variety of causes, such as convenience, failure to obtain necessary permits and approvals, or failure of a system owner to secure financing. These early termination rights are usually set out within specific timeframes, such as 30 or 60 days after the effective date of the PPA and may vary depending upon the parties’ anticipated lead time for securing equipment, conducting due diligence, signing an interconnection agreement, and so forth. When a PPA encompasses multiple sites owned by a single municipality, the parties typically ensure that early termination rights may be exercised in part, as to one or more sites, while leaving the PPA in effect as to remaining customer sites.
View SourceView Similar (2)
Extended Discussion. Facility Relocation Provisions‌ The needs of a local government, including the need for, or use of, a specific building or facility, may change over time (e.g., a school or government building may be closed or repurposed). While it is unlikely, and inadvisable, that a prospective PPA entrant would seek to enter an agreement for a site that is expected to experience such a change, predicting local needs 10 or 15 years in advance is likely to be difficult. Providers are sensitive to this potential, which represents a risk that their investment in the system could become “stranded” with a change in ownership, use, or closure. The Model PPA template provided in this Toolkit addresses this concern with two provisions. The first allows the power customer to substitute a mutually agreeable replacement site for the facility, and holds the customer responsible for all relocation costs. It likewise provides that should the customer be unable to provide a replacement site, the customer is considered to be in default. In a default event, the customer is obligated to pay for the removal of the system and remit an early termination fee to the system owner, though where available, the system owner may exercise an option to retain the system on-site and sell electricity to another party. In the situation in which the power buyer sells or transfers its real property (that is, the PV system’s location), the PPA template provides several options: • With the system owner’s consent, the customer may assign the agreement to a new owner of the premises after demonstrating that the assignee has the financial ability to meet the purchase obligations; • The customer may elect to purchase the system if the conveyance takes place after the 6th anniversary of the commercial operation date; or • The customer may terminate the PPA and pay an early termination fee This general scenario is likewise laid out in some of the PPAs surveyed for this Toolkit, though several contain additional details related to the specifics of customer-borne costs, replacement site suitability (beyond simple mutual consent) and compensation due to the system owner if the replacement site has inferior insolation that results in lower revenue (i.e., a revised PPA rate that makes the system owner whole for foregone sales). While the PPA template is more general in these areas, the end result is the same; the system owner retains discretion to accept or not accept the substitute site. Further remedies, such as addi...
View SourceView Similar (2)

Related to Extended Discussion

  • Results and Discussion All raw and processed results must be recorded neatly and clearly. Repeated values may be tabulated with clear headers. If there is more than one table, please give a clear and legible title to each one of them. Discussion section aims to analyze the results you obtain. This is done by describing them, explaining the results with respect to the theoretical expectation either by proving the theory or otherwise. When results are in agreement with the theory, (you may feel happy) the discussion may be written in support of the theory which may now be used to predict other possible conditions. However, if result differ from the expected, the discussion may be more interesting. Here is the case when the theory may be weak or wrong or the experimental result is wrong. Discussion may be centered in scrutiny of the theory and all its assumptions or on the other hand, on possible sources of errors in the experimental procedure.

  • Mutual Discussions The Employer and the Union acknowledge the mutual benefits to be derived from dialogue between the parties and are prepared to discuss matters of common interest.

  • Existing Discussions The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

  • Informal Discussion If an employee has a problem relating to a work situation, the employee is encouraged to request a meeting with his or her immediate supervisor to discuss the problem in an effort to clarify the issue and to work cooperatively towards settlement.

  • Informal Discussions Before a written grievance is submitted, informal discussions will take place between the aggrieved party, the principal or supervisor and Education Minnesota – OSSEO representative. Through these discussions the parties will attempt to resolve the problem. Subd. 2. Level I: If the grievance is not resolved through informal discussions, the aggrieved party may submit the grievance in writing to the principal or supervisor. A copy of such written grievance must simultaneously be filed with Human Resources. The Director, Human Resources will set a meeting date within five (5) days of receipt of the written grievance. The Director, Human Resources will give a written decision on the grievance to the parties involved within ten (10) days after the meeting. Subd. 3. Level II: In the event the grievance is not resolved in Level I, the decision rendered may be appealed to the superintendent of schools, provided such appeal is made in writing within five (5) days after receipt of the decision in Level I. If a grievance is properly appealed to the superintendent, the superintendent or designee will set a time to meet regarding the grievance within fifteen (15) days after receipt of the appeal. Within ten (10) days after the meeting, the superintendent or designee will issue a decision in writing to the parties involved. Subd. 4. Level III: In the event the grievance is not resolved in Level II, the decision rendered may be appealed to the School Board, provided such appeal is made in writing within five (5) days after receipt of the decision in Level II. If a grievance is properly appealed to the School Board, the School Board will set a time to hear the grievance within twenty (20) days after the receipt of the appeal. Within twenty (20) days after the meeting, the School Board will issue its decision in writing to the parties involved. At the option of the School Board, a committee or representative(s) of the School Board may be designated by the School Board to hear the appeal at this level and report its findings and recommendations to the School Board. The School Board will then render its decision.