Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability 84 Section 14.20 Severability 86 Section 14.21 Confidentiality 86 Section 14.22 Mobile-Sierra 88 Section 14.23 Future Phases 88 Section 14.24 Taxpayer Identification Number (TIN) 89 Section 14.25 Tax Treatment 89 Section 14.26 Xxxx-Xxxxx Xxxx-Street Reform and Consumer Protection Act 90 TABLE OF CONTENTS (continued) Appendices APPENDIX A-1 CONTRACT PRICE AND COST-BASED ADJUSTMENT APPENDIX A-2 FCDS/XXXX ADJUSTMENT PROVISIONS APPENDIX B-1 FACILITY, PERMITS AND OPERATOR APPENDIX B-2 MAP OF THE FACILITY APPENDIX C ANNUAL CONTRACT QUANTITY AND EXPECTED RA CAPACITY APPENDIX D FORM OF ATTESTATION APPENDIX E FORM OF LETTER OF CREDIT APPENDIX F INSURANCE APPENDIX G QUALITY ASSURANCE PROGRAM APPENDIX H [RESERVED] APPENDIX I MILESTONE SCHEDULE APPENDIX J AUTHORIZED REPRESENTATIVES; XXXXX AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX K-1 XXXX PERFORMANCE GUARANTEES, ANNUAL PV SYSTEM AVAILABILITY GUARANTEE APPENDIX K-2 REMEDY CALCULATIONS FOR FAILURE OF XXXX PERFORMANCE GUARANTEES AND ANNUAL PV SYSTEM AVAILABILITY GUARANTEE APPENDIX K-3 STORAGE CAPACITY TEST PROCEDURES APPENDIX K-4 FORM OF STORAGE CAPACITY TEST CERTIFICATE APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION APPENDIX L-2 FORM OF COMMERCIAL OPERATION DATE CERTIFICATION APPENDIX M SITE CONTROL DOCUMENTS TABLE OF CONTENTS (continued) APPENDIX N SALE LEASEBACK REQUIREMENTS APPENDIX O METERING DIAGRAM APPENDIX P FORM OF CONSENT AND AGREEMENT APPENDIX Q XXXX AND FACILITY OPERATING RESTRICTIONS APPENDIX R PTC OPTION AMENDMENT Schedules SCHEDULE 12.2(h) UPSTREAM EQUITY OWNERS, SELLER’S ULTIMATE PARENT AND ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER AND UPSTREAM EQUITY OWNERS POWER PURCHASE AGREEMENT PARTIES THIS POWER PURCHASE AGREEMENT (this “Agreement”), dated as of this 15th day of December 2022, is being entered into by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (“Buyer”), a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.), and Sapphire Solar, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together as the “Parties.”
Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability 58 Section 13.20 Severability 60 Section 13.21 Confidentiality 60 Section 13.22 Mobile-Sierra 62 Section 13.23 Taxpayer Identification Number (TIN) 62 Section 13.24 Service Contract 62
Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability 75 Section 14.20 Severability 76 Section 14.21 Confidentiality 76 Section 14.22 Mobile-Sierra 78 Section 14.23 Taxpayer Identification Number (TIN) 79 Section 14.24 Service Contract 79 Section 14.25 Right of First Offer and Right of First Refusal 79 Appendices APPENDIX A-1 CONTRACT PRICE APPENDIX A-2 [RESERVED] APPENDIX B-1 FACILITY, PERMITS, AND OPERATOR APPENDIX B-2 MAP OF FACILITY APPENDIX C ANNUAL CONTRACT QUANTITY APPENDIX D FORM OF ATTESTATION APPENDIX E FORM OF LETTER OF CREDIT APPENDIX F INSURANCE APPENDIX G QUALITY ASSURANCE PROGRAM APPENDIX H QUALIFIED OPERATORS APPENDIX I MILESTONE SCHEDULE APPENDIX J BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX K FORM OF OPTION AGREEMENT APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION APPENDIX L-2 FORM OF COMMERCIAL OPERATION DATE CERTIFICATION APPENDIX M-1 [RESERVED] APPENDIX M-2 [RESERVED] APPENDIX N SITE CONTROL DOCUMENTS APPENDIX O FORM OF STORAGE OPTION AGREEMENT SCHEDULES SCHEDULE 12.2(h) SPECIFIED UPSTREAM EQUITY OWNERS AND ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER AND UPSTREAM EQUITY OWNERS POWER PURCHASE AGREEMENT PARTIES THIS POWER PURCHASE AGREEMENT (this “Agreement”), dated as of this [ ] day of [ ], 2017, is being entered into by and between the NORTHERN CALIFORNIA POWER AGENCY (“Buyer”), a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, beginning at California Government Code Section 6500, et. seq., (“Act”) and the “Amended and Restated Northern California Power Agency Joint Powers Agreement” entered into pursuant to the provisions of the Act among Buyer and Buyer’s members, dated as of January 1, 2008, and Antelope Expansion 1B, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together as the “Parties.”
Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability 60 Section 13.20 Severability 62 Section 13.21 Confidentiality 62 Section 13.22 Taxpayer Identification Number (TIN) 63 Appendices APPENDIX A – Payment Schedule APPENDIX B – Facility APPENDIX C – Buyer and Seller Billing, Notification and Scheduling Contact Information APPENDIX D – Form of Attestation APPENDIX E – Irrevocable Standby Letter of Credit APPENDIX F – Insurance APPENDIX G – Form of Guarantee APPENDIX H – Quality Assurance Program APPENDIX I – Milestone Schedule APPENDIX J – Option Agreement APPENDIX K – SCPPA Energy Delivery Share and Points of Delivery APPENDIX L – Scheduling Template APPENDIX M – Scheduling Contacts APPENDIX N - Scheduling and Payment Examples POWER PURCHASE AGREEMENT PARTIES THIS POWER PURCHASE AGREEMENT (“Agreement”) is dated as of this 1st day of November, 2010 by and between SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a public entity and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Section 6500 et seq.) (“Buyer”), and EnviroMission (USA), Inc. (“Seller”), a corporation organized and existing under the laws of the State of Delaware. Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together they are referred to as the “Parties”.
Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability 59 Section 13.20 Severability 60 Section 13.21 Confidentiality 60 Section 13.22 Mobile-Sierra 62 Section 13.23 Taxpayer Identification Number (TIN) 63 Section 13.24 Service Contract 63 Section 13.25 LADWP Business Policies 63 Appendices APPENDIX A-1 FACILITY, PERMITS, AND OPERATOR APPENDIX A-2 MAP OF FACILITY APPENDIX B FORM OF ATTESTATION APPENDIX C FORM OF LETTER OF CREDIT APPENDIX D INSURANCE APPENDIX E BUYERS AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX F PERCENTAGE OF FACILITY OUTPUT; APPLICABLE MW SHARE APPENDIX G BUSINESS POLICY FORMS APPENDIX H FACILITY LENDER CONSENT SCHEDULES SCHEDULE 11.2(h) STRUCTURE OF PARENT ENTITIES POWER PURCHASE AGREEMENT
Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability ...................................................... 75 Section 14.20 Severability ........................................................................................ 76 Section 14.21 Confidentiality ................................................................................... 77 Section 14.22 Mobile-Sierra ..................................................................................... 79 Section 14.23 Taxpayer Identification Number (TIN) ............................................. 79 Section 14.24 Service Contract ................................................................................. 79 Section 14.25 Right of First Offer ............................................................................ 79 iv #4823-2509-6471v19 Appendices APPENDIX A CONTRACT PRICE APPENDIX B-1 FACILITY, PERMITS, AND OPERATOR APPENDIX B-2 MAP OF FACILITY APPENDIX C ANNUAL CONTRACT QUANTITY APPENDIX D FORM OF ATTESTATION APPENDIX E FORM OF LETTER OF CREDIT APPENDIX F INSURANCE APPENDIX G QUALITY ASSURANCE PROGRAM APPENDIX H QUALIFIED OPERATORS APPENDIX I MILESTONE SCHEDULE APPENDIX J BUYERS AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX K FORM OF OPTION AGREEMENT APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION APPENDIX L-2 FORM OF COMMERCIAL OPERATION DATE CERTIFICATION APPENDIX M BUYERS’ PERCENTAGE OF FACILITY OUTPUT; APPLICABLE MW SHARE APPENDIX N INTEGRATION COST CHARGE CODE APPENDIX O FORM OF LAND OPTION AGREEMENT APPENDIX P [RESERVED] APPENDIX Q LAND LEASE APPENDIX R SITE CONTROL DOCUMENTS TABLE OF CONTENTS (continued) Page SCHEDULES SCHEDULE 6.5 SAMPLE CALCULATION OF CONTRACT PRICE SCHEDULE 10.3 SAMPLE CALCULATION OF RA DEFICIENCY AMOUNT SCHEDULE 12.2(h) STRUCTURE OF RE HOLDINGS ENTITIES - 1 - #4823-2509-6471v19 POWER PURCHASE AGREEMENT
Indemnification; Damage or Destruction. Insurance; Condemnation; Limit of Liability 49 Section 14.20 Severability 50 Section 14.21 Confidentiality 51 Section 14.22 Mobile-Sierra Doctrine 52 Section 14.23 Service Contract 53 Section 14.24 Right of First Refusal 53 Section 14.25 Government Contracts and No Immunity 53 TABLE OF CONTENTS (continued) Page APPENDICES APPENDIX A – PAYMENT SCHEDULE APPENDIX B – FACILITY, PERMITS, AND OPERATOR APPENDIX B, EXHIBIT I - CONTRACT CAPACITY AND ANNUAL CONTRACT QUANTITY APPENDIX C – BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX D – FORM OF ATTESTATION APPENDIX E – INSURANCE APPENDIX F – FORM OF PERFORMANCE ASSURANCE APPENDIX G – MAINTENANCE PROGRAM APPENDIX H– IRAN CONTRACTING ACT OF 2010 COMPLIANCE AFFIDAVIT APPENDIX I -- RESOURCE ADEQUACY REPORTING/RESOURCE ADEQUACY SCHEDULES SCHEDULE 6.5 -- SAMPLE CALCULATION OF CONTRACT PRICE POWER PURCHASE AGREEMENT PARTIES THIS POWER PURCHASE AGREEMENT (this “Agreement”) is dated as of the 25th day of June, 2014, and entered into by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY a joint powers agency organized under the Joint Exercise of Powers Act, Government Code section 6500 et seq. (“Buyer”), and County Sanitation District No. 2 of Los Angeles County, a county sanitation district organized and existing under the County Sanitation District Act, Health and Safety Code section 4700 et seq. (“Seller”). Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together they are referred to as the “Parties.”
