Appears in 3 contracts

Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement, Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the 4 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the Community Solar First Year Report would be due on June 10, 2021 for the period commencing April 15, 2020 through May 31, 2021. automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the Anchor Tenant and End Use Customers at time of Energization, and as may be ~~amended~~ adjusted pursuant to ~~Section 5(e)(iv)(C~~Sections 5(f)(iii)-(iv) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 2 contracts

Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the Anchor Tenant and End Use Customers at time of Energization, and as may be ~~amended~~ adjusted pursuant to ~~Section 5(e)(iv)(C~~Sections 5(f)(i)-(iii) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. 5 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the Community Solar First Year Report would be due on June 10, 2021 for the period commencing April 15, 2020 through May 31, 2021. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 2 contracts

Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order ~~shall~~ may indicate for REC transfers to recur indefinitely. (ii) ~~Seller shall provide written request~~ After either (1) the date of first REC Delivery from the Designated System pursuant to ~~Buyer for the revocation of the~~ a Standing Order ~~no earlier than thirty~~ has occurred, or (302) ~~days prior~~ the occurrence of an extension to ~~the end of~~ the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of ~~such Designated System (or~~ Seller, as ~~soon as practicable in the case~~ transferor of the ~~removal of a 2 For example~~RECs, ~~if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then~~ shall confirm the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke amendment to the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated ~~or timely request for revocation is not submitted~~ by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 2 contracts

Samples: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the 3 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. 4 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the Community Solar First Year Report would be due on June 10, 2021 for the period commencing April 15, 2020 through May 31, 2021. Anchor Tenant and End Use Customers at time of Energization, and as may be ~~amended~~ adjusted pursuant to ~~Section 5(e)(iv)(C~~SectionSections 5(e)(f)(iii)-(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order ~~shall~~ may indicate for REC transfers to recur indefinitely. (ii) ~~Seller shall provide written request~~ After either (1) the date of first REC Delivery from the Designated System pursuant to ~~Buyer for the revocation of the~~ a Standing Order ~~no earlier than thirty~~ has occurred, or (302) ~~days prior~~ the occurrence of an extension to ~~the end of~~ the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of ~~such Designated System (or~~ Seller, as ~~soon as practicable in the case~~ transferor of the ~~removal of a 2 For example~~RECs, ~~if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then~~ shall confirm the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke amendment to the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated ~~or timely request for revocation is not submitted~~ by Seller or its designee. (iv) If the REC Agreement for the Designated System is terminated prior to the Delivery Term expiration date the Standing Order shall be terminated by the Buyer within thirty (30) days. [Commenter 3 Note: There does not seem to be a mechanism for the Standing Order to be removed from a system that has its contract terminated early. It is unnecessary and harmful to system owners and AV’s to both continue to collect all RECS from a system and require the return of payment for those same RECS.] (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded..[Commenter 3 Note: When generating RECS using cumulative meter readings there is no ability to enter in meter readings for intermediate months. This intermediate monthly generation is calculated by the tracking system. The total number of RECS generated is the same, but the tracking system only will accept the most current meter reading.]

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product~~. (b)~~ . The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the Anchor Tenant and End Use Customers at time of Energization, and as may be ~~amended~~ adjusted pursuant to ~~Section 5(e)(iv)(C~~Sections 5(f)(iii)-(iv) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS~~. (i)~~ . Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely~~. (ii)~~ . Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii)~~ . Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee~~. (c)~~ . Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system~~. (e)~~ . Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the tracking system for the Product. (b) The Parties shall abide by the applicable Delivery rules of PJM EIS GATS or M-RETS. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (c) If applicable in PJM EIS GATS and/or M-RETS, Seller represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM EIS GATS account or M-RETS account. (d) Seller shall Deliver the RECs in an unretired state. The Seller shall Deliver RECs to PJM EIS GATS or M-RETS by initiating transfer to the PJM EIS GATS or M-RETS account of Buyer pursuant to Section 2.3(e) and 4.1(j). (e) The Parties shall work together to establish a Standing Order for ~~a Designated System for~~ the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. The Standing Order shall be for the automatic recurring transfer of all RECs from the Project to Buyer unless the award of this Agreement is only for a portion of the RECs of the Project, in which case subject to compliance with Section 4.1(g), the Standing Order shall reflect Buyer’s pro-rata share of RECs from the Project up to a maximum number of RECs that reflects the Delivery Year Requirement. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the ~~Designated System~~Project’s Date of ~~Final Interconnection Approval~~ First Operation or the Trade Date of the Product ~~Order that includes the Designated System~~Order. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a ~~2 For example, if a Community Renewable Energy Generation~~ Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account~~. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from ~~a Designated System~~the Project, including but not limited to, the Delivery of RECs beyond the Delivery Term of ~~such Designated System~~ the Project if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its ~~designee~~d esignee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the ~~Product.~~Product.7 (b) The Parties shall work together to establish a Standing ~~Order~~ Order8 for a Designated System for the automatic recurring transfer of RECs to Xxxxx’s account in PJM EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated ~~System (or~~ System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being ~~subscribed~~ Subscribed at time of ~~Energization~~Energization9, and as may be ~~amended~~ adjusted pursuant to Section ~~5(e)(iv)(C)~~ 2.6, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of ~~this REC Contract~~Seller, ~~if the Designated System is a Community Renewable Energy Generation Project)~~ to ~~Buyer~~be utilized in Seller’s ~~account in PJM EIS GATS or M-RETS~~sole discretion. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.thirty

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use PJM EIS GATS or M-RETS as the tracking system for the ~~Product. (b)~~ Product.7 The Parties shall work together to establish a Standing ~~Order~~ Order8 for a Designated System for the automatic recurring transfer of RECs to Xxxxx’s account in PJM EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated ~~System (or~~ System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being ~~subscribed~~ Subscribed at time of ~~Energization~~Energization9, and as may be ~~amended~~ adjusted pursuant to Section ~~5(e)(iv)(C)~~ 2.6, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of ~~this REC Contract~~Seller, ~~if the Designated System is a Community Renewable Energy Generation Project)~~ to ~~Buyer~~be utilized in Seller’s ~~account in PJM EIS GATS or M-RETS. (i)~~ sole discretion. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely~~. (ii)~~ . Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such ~~request. (iii)~~ request.10 Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS ~~account.~~ account.11 Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee~~. (c)~~ . Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system~~. (e)~~ . Seller shall upload meter readings to PJM-EIS GATS or M-RETS as necessary to allow for the issuance and Delivery of at least one (1) REC to meet the requirements set forth in Section 4.1(a) and at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded. RECs may begin to transfer to Xxxxx’s PJM EIS GATS or M-RETS account, as applicable, after Xxxxx accepts the properly submitted Standing Order request pursuant to Section 2.3(b)(i) above. For avoidance of doubt, the Parties acknowledges the following: pursuant to the Standing Order, RECs may begin to transfer to Xxxxx’s PJM EIS GATS or M-RETS account prior to the date of Energization; if REC transfer occurs prior to the date of Energization, all such RECs that are transferred to Buyer’s PJM EIS GATS or M-RETS account may be retired by Xxxxx and shall not be returned to Seller even if the Designated System fails to eventually be approved for Energization; unless the Designated System is Energized, the Delivery Term shall not be deemed to have commenced. Upon Energization, the Delivery Term shall be deemed to have commenced in the month after the first REC transfer has occurred, and as such, the Delivery Term may commence prior to the Date of Energization. Energization and Extensions 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,12 or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project.13 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: With respect to Designated Systems 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 from Buyer to Seller;14 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 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;15 16 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. 17 For the avoidance of doubt, good cause includes, 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, 18 (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), 19 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, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of 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. 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) and Schedule C 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. 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. 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 and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated on 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. Upon Energization of a Designated System, 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 and indicate which Quarterly Payment Cycle the Designated System is associated with; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1. The Quarterly Payment Cycle associated with the Designated System shall be designated by the IPA in accordance with Section 3.4 below. 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 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 failures 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) and Schedule C 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. Size Change of Designated Systems. If the Actual Nameplate Capacity of a Designated System upon Energization is different from the Proposed Nameplate Capacity of such Designated System and such Actual Nameplate Capacity is within the greater of: +/-5kW or +/-25% of such Proposed Nameplate Capacity, then the following shall apply: if the size category of the Actual Nameplate Capacity relevant to determining REC prices under the ABP is different from the size category of the Proposed Nameplate Capacity, the Contract Price for purposes of payment shall be lesser of: (A) Proposed Price indicated in Schedule A to the Product Order and (B) the REC price applicable to the Actual Nameplate Capacity under the ABP at the time of Energization of such Designated System, and if such REC price is not available then the last prevailing REC price applicable to the Actual Nameplate Capacity under the ABP. For avoidance of doubt, if the size category of the Actual Nameplate Capacity relevant to determining REC prices under the ABP is the same as the size category of the Proposed Nameplate Capacity, the Contract Price for purposes of payment shall remain unchanged from the Proposed Price indicated in Schedule A to the Product Order applicable to such Designated System. the quantity of RECs used for purposes of payment shall be the Designated System Contract Maximum REC Quantity, which unless amended or adjusted subsequently thereto, shall be equal to the multiplicative product of (a) Contract Nameplate Capacity (in MW), (b) Contract Capacity Factor, (c) 8,760 hours and (d) 15 years, which result shall be rounded down to the nearest whole REC.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be ~~amended~~ adjusted pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order ~~shall~~ may indicate for REC transfers to recur indefinitely. (ii) After either (1) the date of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or (2) the occurrence of an extension to the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of Seller, as transferor of the RECs, shall ~~provide written request~~ confirm the amendment to ~~Buyer for the revocation of~~ the Standing Order ~~no earlier than~~ within thirty (30) days ~~prior~~ of such occurrence to reflect the ~~end~~ expiry date of the Standing Order as the last day of the Delivery Term of such Designated ~~System (or as soon as practicable in the case of the removal of a~~ 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. ~~Designated System from this REC Contract) and Buyer~~ System. Buyer, as transferee, shall ~~revoke~~ accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated ~~or timely request for revocation is not submitted~~ by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use PJM EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the tracking system for Delivery of the Product~~. (b)~~ . The Parties shall work together to establish a an irrevocable Standing Order for ~~a Designated System~~ the Project for the automatic recurring transfer of ~~all~~ RECs ~~from such Designated System (or the percent of RECs from such Designated System corresponding~~ to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to BuyerXxxxx’s account in ~~PJM~~ PJM-EIS GATS or M-RETS~~. (i) Seller or a designee of~~ : Seller, as transferor of the RECs, shall confirm the Standing Order request within the ~~PJM~~ PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the ~~Designated System~~Project’s Date of ~~Final Interconnection Approval~~ First Operation or ~~the Trade Date of the Product Order that includes the Designated System~~June 1, 2022, whichever is later. Buyer, as transferee, shall accept the properly submitted Standing Order request within the ~~PJM~~ PJM-EIS GATS or M- M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. ~~When~~ Buyer and Seller shall work together to remove the Standing Order ~~is initially established,~~ within ten (10) Business Days after the last Delivery of RECs has occurred for the Acceptable Vintage Period. Buyer and Seller shall work together to suspend the Standing Order within ten (10) Business Days of the effective date of any Suspension Period and to lift such suspension once the Suspension Period has ended. The Standing Order shall ~~indicate~~ be for ~~REC transfers to recur indefinitely. (ii)~~ the automatic recurring transfer of RECs associated with a Vintage within the Acceptable Vintage Period. The Standing Order shall reflect Buyer’s allocated share of the RFP Awarded Annual Quantity, which shall be calculated by dividing the Annual Quantity by the RFP Awarded Annual Quantity. Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the ~~Delivery Term of such Designated System~~ Acceptable Vintage Period (or as soon as practicable in the case of ~~the removal~~ an early termination of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii)~~ . For RECs that are ineligible for payment, Buyer shall ~~retire RECs Delivered from Designated Systems by the month after the receipt of~~ return such RECs ~~in Buyer’s PJM-EIS GATS~~ to Seller pursuant to Section 3.1(c), Section 5.1(i) or ~~M-RETS account~~Section 6.4, as applicable. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of ~~PJM~~ PJM-EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the ~~irrevocable~~ Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. . If applicable in PJM EIS GATS and/or M-RETS, Seller represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM EIS GATS account or M-RETS account. Initial REC Delivery Deadline Extensions Seller must Deliver at least one (e1) REC by May 31, 2025. This deadline may be extended one or more times as follows: Provided that an extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2025 and Seller has posted Performance Assurance to satisfy the Increased Collateral Requirement by May 31, 2025, the deadline shall ~~upload meter readings~~ be deemed automatically extended to May 31, 2027 for the Delivery of at least one (1) REC from the Project. Provided that the deadline has been extended to May 31, 2027 pursuant to Section 3.4(a) above, Seller may request for the deadline to be further extended provided that the extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2027. Such extension may be granted by the IPA on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion. Good cause may include delays outside of Seller’s control due to delays in finalizing interconnection agreements and installing interconnection facilities, delays in obtaining other necessary governmental permits and approvals, and delays in the issuance of RECs from PJM-EIS GATS or M-~~RETS~~ RETS; provided such delays are not primarily attributable to Seller such as Seller’s failure to make in a timely manner permitting requests or a formal request for interconnection to such transmission or distribution provider or to provide in a timely manner the information or payment required by such transmission or distribution provider. An extension pursuant to this section may be granted one (1) or more times. Each such extension shall be for a period specified by the IPA at ~~least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous~~ its reasonable discretion, which shall be no longer than six (6) months ~~for which generation has not been recorded~~at a time.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use ~~PJM~~ PJM-EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the ~~tracking system~~ Tracking System for Delivery of the Product~~. (b)~~ . The Parties shall work together to establish a an irrevocable Standing Order for ~~a Designated System~~ the Project for the automatic recurring transfer of ~~all~~ RECs ~~from such Designated System (or the percent of RECs from such Designated System corresponding~~ to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to BuyerXxxxx’s account in ~~PJM~~ PJM-EIS GATS or M-RETS~~. (i) Seller or a designee of~~ : Seller, as transferor of the RECs, shall confirm the Standing Order request within the ~~PJM~~ PJM-EIS GATS or M-RETS within thirty (30) days of: the Project’s Date of First Operation or August 1, 2023, whichever is later. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM-EIS GATS or M-RETS within thirty (30) days of ~~the later of: the Designated System~~receipt of such properly submitted Standing Order request. Prior to Seller’s ~~Date~~ confirmation of ~~Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept~~ the Standing Order request above, Seller may make a one-time change to the RFP Project Percentage by providing written notice to Buyer, which shall be memorialized in an updated Product Order between Buyer and Seller within ~~the PJM EIS GATS or M- RETS within thirty~~ ten (3010) ~~days of receipt~~ Business Days of such notice. The Standing Order ~~request~~shall be established in accordance with Section 3.3(b)(iii) below. ~~When~~ Subsequent to the initial establishment of the Standing Order ~~is initially established~~as provided in the foregoing, the Parties shall work together to update the Standing Order as necessary; provided that the RFP Project Percentage may not be amended subsequent to the initial establishment of the Standing Order. Buyer and Seller shall ~~indicate~~ work together to remove the Standing Order within ten (10) Business Days after the last Delivery of RECs has occurred for ~~REC transfers~~ the Acceptable Vintage Period. Buyer and Seller shall work together to ~~recur indefinitely.~~ suspend the Standing Order within ten (ii10) Business Days of the effective date of any Suspension Period or suspension period pursuant to Section 10.6 and to lift such suspension once the Suspension Period or suspension period has ended. The Standing Order shall be for the automatic recurring transfer of RECs associated with a Vintage within the Acceptable Vintage Period. The Standing Order shall reflect Buyer’s allocated share of the RFP Awarded Annual Quantity, which shall be calculated by dividing (a) the multiplicative product of the RFP Project Percentage and the Annual Quantity by (b) the RFP Awarded Annual Quantity.3 For avoidance of doubt, RECs that are not transferred pursuant to this Section 3.3(b)(iii) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion; such RECs are not associated with the RFP Project Percentage and cannot be used to meet the Delivery Year Requirement or Maximum Contract Quantity under this Agreement. Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the ~~Delivery Term of such Designated System~~ Acceptable Vintage Period (or as soon as practicable in the case of ~~the removal~~ an early termination of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire~~ . Any RECs Delivered ~~from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account~~that are not eligible for payment shall be disposed pursuant to Section 3.3(f) below. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of ~~PJM~~ PJM-EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the ~~irrevocable~~ Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such ~~tracking system. (e)~~ Tracking System. If applicable in PJM-EIS GATS and/or M-RETS, Seller ~~shall upload meter readings~~ represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM-EIS GATS account or M-RETS account. In the event that a REC transfer has occurred from Seller’s to Buyer’s PJM-EIS GATS or M-RETS ~~at least annually~~ account for RECs that are not eligible for payment, including but not limited to, Ineligible RECs pursuant to Section 3.1(c), RECs transferred in excess of the Maximum Contract Quantity pursuant to Section 5.1(f), Excess RECs pursuant to Section 5.1(i), unpaid RECs pursuant to Section 6.4, or any other inadvertent REC transfers, the following shall apply: Seller shall inform Buyer by written notice of such REC transfer within sixty (60) days of such transfer to Buyer’s PJM-EIS GATS account or M-RETS account. Buyer shall return any such RECs within sixty (60) days of receipt of Seller’s timely submitted notice. Should Buyer retire or fail to return such RECs identified by Seller in its notice, payment shall be made from Buyer to Seller for each such REC where the REC Monthly Price is negative. For avoidance of doubt, if the REC Monthly Price is positive, Seller shall not owe any payment to Buyer. For avoidance of doubt, any such RECs where Xxxxx has retired or failed to return to Seller and disposed pursuant to this 3.3(f)(ii) shall not be counted against or cause the reduction of the Maximum Contract Quantity or the applicable Delivery Year Requirement. Notwithstanding the foregoing, Xxxxx may return to Seller any RECs that are not eligible for payment if it has identified on its own, prior to the ~~registry cutoff~~ retirement of such RECs, that such RECs are not eligible for payment. Should Seller fail to ~~produce~~ inform Xxxxx on a timely basis pursuant to this Section 3.3(f), then Buyer shall have no obligations to Seller for the payment or return of such RECs. Regardless of whether such RECs have been returned to Seller or not, if there are any RECs that have been subsequently identified by Buyer that have been paid and that are not eligible for ~~generation occurring~~ payment, and such RECs are not identified by Seller pursuant to this Section 3.3(f), such inadvertent overpayments for RECs shall be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party, in accordance with Section 6.3. Initial REC Delivery Deadline Extensions Seller must Deliver at least one (1) REC by May 31, 2027 (the “Initial REC Delivery Deadline”). This deadline may be extended one or more times as ~~well~~ follows: Provided that (A) an extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2027 and (B) Seller has posted Performance Assurance to satisfy the Increased Collateral Requirement by May 31, 2027, the Initial REC Delivery Deadline shall be deemed automatically extended to May 31, 2029 for the Delivery of at least one (1) REC from the Project. Provided that the Initial REC Delivery Deadline has been extended to May 31, 2029 pursuant to Section 3.4(a)(i) above, Seller may request for the Initial REC Delivery Deadline to be further extended provided that the extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2029. Such extension may be granted by the IPA on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion if the approval of such extension is communicated in writing by the IPA to Buyer and Seller in accordance with Section 3.4(b). For the avoidance of doubt, Xxxxx and Seller agree that the IPA has authority to make such a determination on good cause and to issue notices extending the prevailing Initial REC Delivery Deadline, as ~~all previous months~~ appropriate. Good cause may include delays outside of Seller’s control such as delays in finalizing interconnection agreements, installation of interconnection facilities, delays in obtaining other necessary governmental permits and approvals, and delays in the issuance of RECs from PJM-EIS GATS or M-RETS; provided such delays are not primarily attributable to Seller such as Seller’s failure to make in a timely manner permitting requests or a formal request for interconnection to such transmission or distribution provider or to provide in a timely manner the information or payment required by such transmission or distribution provider. An extension pursuant to this Section 3.4(a)(ii) may be granted one (1) or more times. Each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than one (1) year at a time. If an extension is granted to the Initial REC Delivery Deadline, the IPA shall issue a notice to Buyer and Seller and the extended Initial REC Delivery Deadline shall be specified in such written notice issued by the IPA; the IPA shall endeavor on a commercially reasonable basis to issue such written notice prior to the Initial REC Delivery Deadline that prevailed prior to the extension, but failure by the IPA to issue such notice on a timely basis does not nullify the approval of the Initial REC Delivery Deadline extension. In the event that extensions to the Initial REC Delivery Deadline have been granted multiple times and the Delivery of one (1) REC has not occurred by May 31, 2030, then Seller may request for the Agreement to be terminated and its Performance Assurance to be returned. Such request will be subject to the approval of the IPA in its reasonable discretion. In the event that extensions to the Initial REC Delivery Deadline have been granted multiple times and the Delivery of one (1) REC has not occurred by May 31, 2034, then Buyer shall return Seller’s Performance Assurance and terminate this Agreement with written notice to Seller. No Settlement Amount shall be due from or to either Party as a result of any such termination pursuant to this Section 3.4. In no event shall any extension under this Section 3.4 extend beyond May 31, 2034. Other Commitments This section applies to the Project only if it has received priority or preference during project selection under the RFP for non-price proposal attributes proposed by Seller in the RFP. Equity Standard Commitment. If Seller has committed to fulfill a higher requirement than the Minimum Equity Standard for the Project under the RFP, Seller shall provide to Buyer and the IPA information and documents sufficient to verify the fulfillment of such attributes within thirty (30) days of the Date of First Operation. Such information and document shall be separate from the reports required pursuant to Section 7.4. For purposes of fulfilling this commitment, Seller shall only account for the number of Equity Eligible Persons as a percent of Project Workforce without regard for whether Seller is itself an Equity Eligible Contractor or not. Further, if construction of the Project spans multiple delivery years, then fulfillment of this commitment shall be measured for the entirety of the period for which ~~generation~~ Construction Activities occurred up through the Date of First Operation and not for each delivery year separately. For avoidance of doubt, no subsequent verification of this requirement is expected to be performed by the IPA subsequent to the initial verification following the Date of First Operation. In the event that Seller fails to demonstrate, and the IPA is unable to verify, fulfillment of such attributes in connection with the IPA’s review of the reporting requirements or information submitted of such Project, then an Event of Default shall be deemed to have occurred and the IPA shall provide a written notice of such determination to Buyer and Seller, and this Agreement shall be terminated. Upon such Event of Default, Buyer shall be entitled to payment by Seller in the amount of (i) the Collateral Requirement and (ii) 100% of the total payments Seller has received from Buyer. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in this Section 3.5(b), (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and, (D) the remedy specified in this Section 3.5(b) shall be Buyer’s sole and exclusive remedy in such Event of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Settlement Amount calculated pursuant to Section 10.4 under such circumstance. Energy Transition Community Grant. If Seller has committed for the Project to be located in an Energy Transition Community Grant Area under the RFP, Seller shall provide to Buyer and the IPA information and documents sufficient to verify that the Project is entirely located within the Energy Transition Community Grant Area within thirty (30) days of the Date of First Operation. In the event that Seller fails to demonstrate, and the IPA is unable to verify, that the Project is entirely located within the Energy Transition Community Grant Area in connection with the IPA’s review of information submitted of such Project, then an Event of Default shall be deemed to have occurred and the IPA shall provide a written notice of such determination to Buyer and Seller, and this Agreement shall be terminated. Upon such Event of Default, Buyer shall be entitled to payment by Seller in the amount of (i) the Collateral Requirement and (ii) 100% of the total payments Seller has received from Buyer. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in this Section 3.5(c), (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and, (D) the remedy specified in this Section 3.5(c) shall be Buyer’s sole and exclusive remedy in such Event of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Settlement Amount calculated pursuant to Section 10.4 under such circumstance. PRODUCT ORDER; TERM OF AGREEMENT Incorporation of Product Order The terms of the Transaction are as specified in this Agreement and in the Product Order. Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement to confirm the terms of the Transaction. The Effective Date of this Agreement shall constitute the “Trade Date” indicated in the Product Order. If the Parties have entered into another agreement that governs transactions other than the Transaction set forth in this Agreement, such other agreement shall not apply for the purposes of the Transaction confirmed under this Agreement, and this Agreement shall be treated as separate and stand-alone from all other transactions between the Parties. This Agreement shall apply solely for purposes of the Transaction specified herein and shall not apply for the purposes of any other transactions between the Parties. Term of Agreement Unless earlier terminated pursuant to the terms of this Agreement, the “Term” of this Agreement shall be from the Effective Date until the earlier of (a) the date on which the Maximum Contract Quantity has been ~~recorded~~Delivered by Seller to Buyer and payments for such RECs have been paid by the Party owing payment to the Party for which payment is due; or (b) the last day of the month immediately following the end of the Delivery Term. The Parties acknowledge that the Agreement allows for the Delivery of RECs from an Acceptable Vintage Period of a maximum total period of 241 months (excluding any Suspension Periods or suspension periods during which the Parties’ obligations are suspended as provided herein).

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product~~. (b)~~ . The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS~~. (i)~~ . Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order ~~shall~~ may indicate for REC transfers to recur indefinitely. . After either (ii1) ~~Seller shall provide written request~~ the date of first REC Delivery from the Designated System pursuant to ~~Buyer for the revocation of the~~ a Standing Order ~~no earlier than thirty~~ has occurred, or (302) ~~days prior~~ the occurrence of an extension to ~~the end of~~ the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of ~~such Designated System (or~~ Seller, as ~~soon as practicable in the case~~ transferor of the ~~removal of a 2 For example~~RECs, ~~if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then~~ shall confirm the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke amendment to the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request~~. (iii)~~ , or as soon as practicable thereafter. Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated ~~or timely request for revocation is not submitted~~ by Seller or its designee~~. (c)~~ . Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system~~. (e)~~ . Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the tracking system for the Product. (b) The Parties shall abide by the applicable Delivery rules of PJM EIS GATS or M-RETS. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (c) If applicable in PJM EIS GATS and/or M-RETS, Seller represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM EIS GATS account or M-RETS account. (d) Seller shall Deliver the RECs in an unretired state. The Seller shall Deliver RECs to PJM EIS GATS or M-RETS by initiating transfer to the PJM EIS GATS or M-RETS account of Buyer pursuant to Section 2.3(e) and 4.1(j). (e) The Parties shall work together to establish a Standing Order for ~~a Designated System for~~ the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. The Standing Order shall be for the automatic recurring transfer of all RECs from the Project to Buyer unless the award of this Agreement is only for a portion of the RECs of the Project, in which case subject to compliance with Section 4.1(g), the Standing Order shall reflect Buyer’s pro-rata share of RECs from the Project up to a maximum number of RECs that reflects the Delivery Year Requirement. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the ~~Designated System~~Project’s Date of ~~Final Interconnection Approval~~ First Operation or the Trade Date of the Product ~~Order that includes the Designated System~~Order. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a ~~2 For example, if a Community Renewable Energy Generation~~ Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account~~. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from ~~a Designated System~~the Project, including but not limited to, the Delivery of RECs beyond the Delivery Term of ~~such Designated System~~ the Project if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the ~~Product.~~Product.7 (b) The Parties shall work together to establish a Standing ~~Order~~ Order8 for a Designated System for the automatic recurring transfer of RECs to Buyer’s account in PJM EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated ~~System (or~~ System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being ~~subscribed~~ Subscribed at time of ~~Energization~~Energization9, and as may be ~~amended~~ adjusted pursuant to Section ~~5(e)(iv)(C)~~ 2.6, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of ~~this REC Contract~~Seller, ~~if the Designated System is a Community Renewable Energy Generation Project)~~ to ~~Buyer~~be utilized in Seller’s ~~account in PJM EIS GATS or M-RETS~~sole discretion. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.thirty

Appears in 1 contract

Samples: Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use PJM EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the tracking system for the Product~~. (b)~~ . The Parties shall work together to establish a an irrevocable Standing Order for ~~a Designated System~~ the Project for the automatic recurring transfer of ~~all~~ RECs ~~from such Designated System (or the percent of RECs from such Designated System corresponding~~ to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to BuyerXxxxx’s account in ~~PJM~~ PJM-EIS GATS or M-RETS~~. (i) Seller or a designee of~~ : Seller, as transferor of the RECs, shall confirm the Standing Order request within the ~~PJM~~ PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the ~~Designated System~~Project’s Date of Final Interconnection Approval or ~~the Trade Date of the Product Order that includes the Designated System~~June 1, 2022. Buyer, as transferee, shall accept the properly submitted Standing Order request within the ~~PJM~~ PJM-EIS GATS or M- M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. ~~When~~ Buyer and Seller shall work together to remove the Standing Order ~~is initially established,~~ within ten (10) Business Days after the last Delivery of RECs has occurred for the Acceptable Vintage Period. Buyer and Seller shall work together to suspend the Standing Order within ten (10) Business Days of the effective date of any Suspension Period and to lift such suspension once the Suspension Period has ended. The Standing Order shall ~~indicate~~ be for ~~REC transfers to recur indefinitely. (ii)~~ the automatic recurring transfer of all RECs associated with a Vintage within the Acceptable Vintage Period. Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the ~~Delivery Term of such Designated System~~ Acceptable Vintage Period (or as soon as practicable in the case of ~~the removal~~ an early termination of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account~~. ~~Buyer~~ Unless set forth herein, Xxxxx is not responsible for, and is under no obligation to return, any inadvertent transfer of ~~RECs from a Designated System~~RECs, including but not limited to, the Delivery of RECs ~~beyond~~ that is outside of the ~~Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c)~~ Acceptable Vintage Period. Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of ~~PJM~~ PJM-EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the ~~irrevocable~~ Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system~~. (e) Seller shall upload meter readings to PJM-~~. If applicable in PJM EIS GATS and/or M-RETS, Seller represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM EIS GATS account or M-RETS ~~at least annually prior~~ account. TERM OF AGREEMENT Incorporation of Product Order The terms of the Transaction are as specified in this Agreement and in the Product Order. Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement to confirm the terms of the Transaction. The Effective Date of this Agreement shall constitute the “Trade Date” indicated in the Product Order. If the Parties have entered into another agreement that governs transactions other than the Transaction set forth in this Agreement, such other agreement shall not apply for the purposes of the Transaction confirmed under this Agreement, and this Agreement shall be treated as separate and stand-alone from all other transactions between the Parties. This Agreement shall apply solely for purposes of the Transaction specified herein and shall not apply for the purposes of any other transactions between the Parties. Term of Agreement Unless earlier terminated pursuant to the ~~registry cutoff~~ terms of this Agreement, the “Term” of this Agreement shall be from the Effective Date until the earlier of (a) the date on which the Maximum Contract Quantity has been Delivered by Seller to ~~produce~~ Buyer and payments for such RECs ~~for generation occurring in May as well as all previous months~~ have been paid by the Party owing payment to the Party for which ~~generation has not been recorded.~~payment is due; or (b) the last day of the month immediately following the end of the Delivery Term. The Parties acknowledge that the Agreement allows for the Delivery of RECs from an Acceptable Vintage Period of a maximum total period of 241 months (excluding any Suspension Periods during which the Parties’ obligations are suspended as provided herein). DELIVERY OBLIGATIONS

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the Anchor Tenant and End Use Customers at time of Energization, and as may be ~~amended~~ adjusted pursuant to ~~Section 5(e)(iv)(C~~Sections 5(f)(i)-(iii)-(iv) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use ~~PJM~~ PJM-EIS GATS or M-RETS as selected by Seller as the tracking system for the Product~~. (b)~~ . The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of RECs to Xxxxx’s account in PJM-EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated ~~System (or~~ System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System ~~corresponding~~ equal to the multiplicative product of (i) the percent of the Actual Nameplate Capacity being ~~subscribed~~ Subscribed by the Anchor Tenant and End Use Customers at time of ~~Energization,~~ Energization and (ii) the result obtained by dividing the Contract Nameplate Capacity by the Actual Nameplate Capacity,9 and as may be ~~amended~~ adjusted pursuant to Section ~~5(e)(iv)(C)~~ 3.6, and any undelivered RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of ~~this REC Contract~~Seller, ~~if the Designated System is a Community Renewable Energy Generation Project)~~ to ~~Buyer~~be utilized in Seller’s ~~account in PJM EIS GATS or M-RETS. (i)~~ sole discretion. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the ~~PJM~~ PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated ~~System~~System (or as soon as practicable in the case of a resumption of Delivery obligations under this Agreement following a Suspension Period, if applicable). Buyer, as transferee, shall accept the properly submitted Standing Order request within the ~~PJM~~ PJM-EIS GATS or M- M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely~~. (ii)~~ . Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement or a suspension of Delivery obligations under this Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer~~ . Xxxxx shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in ~~Buyer~~Xxxxx’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or ~~its~~ Seller’s designee~~. (c)~~ . Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of ~~PJM~~ PJM-EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system~~. (e)~~ . Seller shall upload meter readings to PJM-EIS GATS or M-RETS as necessary to allow for the issuance and Delivery of at least one (1) REC to meet the requirements set forth in Section 5.1(a) and at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded. RECs may begin to transfer to Buyer’s PJM-EIS GATS or M-RETS account, as applicable, after Xxxxx accepts the properly submitted Standing Order request pursuant to Section 3.3(b)(i) above. For avoidance of doubt, the Parties acknowledge the following: pursuant to the Standing Order, RECs may begin to transfer to Xxxxx’s PJM-EIS GATS or M-RETS account prior to the date of Energization. If a REC transfer occurs prior to the date of Energization, all such RECs that are transferred to Buyer’s PJM-EIS GATS or M-RETS account may be retired by Xxxxx and shall not be returned to Seller even if the Designated System fails to eventually be approved for Energization; and unless the Designated System is Energized, the Delivery Term shall not be deemed to have commenced. Upon Energization, the Delivery Term shall be deemed to have commenced in the month after the first REC transfer has occurred, and as such, the Delivery Term may commence prior to the date of Energization. Energization and Extensions A Designated System must be Energized by the Scheduled Energized Date indicated in Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 3.4(b), the Scheduled Energized Date shall be the date that is eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or twenty-four (24) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project. 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: 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 borne by Seller and shall not be passed through to End Use Customers or the Anchor Tenant, and which shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller; 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 borne by the Seller and shall not be passed through to End Use Customers or the Anchor Tenant, and which 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; 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 3.4(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 Energize 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 3.4(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.10 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. 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 3.4(b) are independent of any other extensions that may be granted pursuant to Section 3.4(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. 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. Upon Energization of a Designated System,11 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 and indicates which Quarterly Payment Cycle the Designated System is associated with; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 6.1. The information in Schedule B to the Product Order will include any updates to relevant parameters established pursuant to Section 3.5 if applicable. The Quarterly Payment Cycle associated with the Designated System shall be designated by the IPA in accordance with Section 4.4 below. The initial payment shall be made based on information in Schedule B to the Product Order and in accordance with Section 6.1 and Section 6.2. The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the SFA 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 SFA; 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 SFA. 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.

Appears in 1 contract

Samples: Master Renewable Energy Credit Purchase and Sale Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use ~~PJM~~ PJM-EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the ~~tracking system~~ Tracking System for Delivery of the Product~~. (b)~~ . The Parties shall work together to establish a an irrevocable Standing Order for ~~a Designated System~~ the Project for the automatic recurring transfer of ~~all~~ RECs ~~from such Designated System (or the percent of RECs from such Designated System corresponding~~ to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to BuyerXxxxx’s account in ~~PJM~~ PJM-EIS GATS or M-RETS~~. (i) Seller or a designee of~~ : Seller, as transferor of the RECs, shall confirm the Standing Order request within the ~~PJM~~ PJM-EIS GATS or M-RETS within thirty (30) days of: the Project’s Date of First Operation or January 1, 2023, whichever is later. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such properly submitted Standing Order request. ~~When~~ Subsequent to the initial establishment of the Standing Order ~~is initially established~~as provided in the foregoing, the Parties shall work together to update the Standing Order as necessary. Buyer and Seller shall ~~indicate~~ work together to remove the Standing Order within ten (10) Business Days after the last Delivery of RECs has occurred for ~~REC transfers~~ the Acceptable Vintage Period. Buyer and Seller shall work together to ~~recur indefinitely.~~ suspend the Standing Order within ten (ii10) Business Days of the effective date of any Suspension Period or suspension period pursuant to Section 10.6 and to lift such suspension once the Suspension Period or suspension period has ended. The Standing Order shall be for the automatic recurring transfer of RECs associated with a Vintage within the Acceptable Vintage Period. The Standing Order shall reflect Buyer’s allocated share of the RFP Awarded Annual Quantity, which shall be calculated by dividing (a) the multiplicative product of the RFP Project Percentage and the Annual Quantity by (b) the RFP Awarded Annual Quantity. For avoidance of doubt, RECs that are not transferred pursuant to this Section 3.3(b)(iii) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion; such RECs are not associated with the RFP Project Percentage and cannot be used to meet the Delivery Year Requirement or Maximum Contract Quantity under this Agreement. Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the ~~Delivery Term of such Designated System~~ Acceptable Vintage Period (or as soon as practicable in the case of ~~the removal~~ an early termination of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire~~ . Any RECs Delivered ~~from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account~~that are not eligible for payment shall be disposed pursuant to Section 3.3(f) below. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of ~~PJM~~ PJM-EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the ~~irrevocable~~ Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such ~~tracking system. (e)~~ Tracking System. If applicable in PJM-EIS GATS and/or M-RETS, Seller ~~shall upload meter readings~~ represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM-EIS GATS account or M-RETS account. In the event that a REC transfer has occurred from Seller’s to Buyer’s PJM-EIS GATS or M-RETS ~~at least annually~~ account for RECs that are not eligible for payment, including but not limited to, Ineligible RECs pursuant to Section 3.1(c), RECs transferred in excess of the Maximum Contract Quantity pursuant to Section 5.1(f), Excess RECs pursuant to Section 5.1(i), unpaid RECs pursuant to Section 6.4, or any other inadvertent REC transfers, the following shall apply: Seller shall inform Buyer by written notice of such REC transfer within sixty (60) days of such transfer to Buyer’s PJM-EIS GATS account or M-RETS account. Buyer shall return any such RECs within sixty (60) days of receipt of Seller’s timely submitted notice. Should Buyer retire or fail to return such RECs identified by Seller in its notice, payment shall be made from Buyer to Seller for each such REC where the REC Monthly Price is negative. For avoidance of doubt, if the REC Monthly Price is positive, Seller shall not owe any payment to Buyer. For avoidance of doubt, any such RECs where Xxxxx has retired or failed to return to Seller and disposed pursuant to this 3.3(f)(ii) shall not be counted against or cause the reduction of the Maximum Contract Quantity or the applicable Delivery Year Requirement. Notwithstanding the foregoing, Xxxxx may return to Seller any RECs that are not eligible for payment if it has identified on its own, prior to the ~~registry cutoff~~ retirement of such RECs, that such RECs are not eligible for payment. Should Seller fail to ~~produce~~ inform Xxxxx on a timely basis pursuant to this Section 3.3(f), then Buyer shall have no obligations to Seller for the payment or return of such RECs. Regardless of whether such RECs have been returned to Seller or not, if there are any RECs that have been subsequently identified by Buyer that have been paid and that are not eligible for ~~generation occurring~~ payment, and such RECs are not identified by Seller pursuant to this Section 3.3(f), such inadvertent overpayments for RECs shall be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party, in accordance with Section 6.3. Initial REC Delivery Deadline Extensions Seller must Deliver at least one (1) REC by May 31, 2027 (the “Initial REC Delivery Deadline”). This deadline may be extended one or more times as ~~well~~ follows: Provided that (A) an extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2027 and (B) Seller has posted Performance Assurance to satisfy the Increased Collateral Requirement by May 31, 2027, the Initial REC Delivery Deadline shall be deemed automatically extended to May 31, 2029 for the Delivery of at least one (1) REC from the Project. Provided that the Initial REC Delivery Deadline has been extended to May 31, 2029 pursuant to Section 3.4(a)(i)above, Seller may request for the Initial REC Delivery Deadline to be further extended provided that the extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2029. Such extension may be granted by the IPA on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion if the approval of such extension is communicated in writing by the IPA to Buyer and Seller in accordance with Section 3.4(b). For the avoidance of doubt, Xxxxx and Seller agree that the IPA has authority to make such a determination on good cause and to issue notices extending the prevailing Initial REC Delivery Deadline, as ~~all previous~~ appropriate. Good cause may include delays outside of Seller’s control due to delays in finalizing interconnection agreements and installing interconnection facilities, delays in obtaining other necessary governmental permits and approvals, and delays in the issuance of RECs from PJM-EIS GATS or M-RETS; provided such delays are not primarily attributable to Seller such as Seller’s failure to make in a timely manner permitting requests or a formal request for interconnection to such transmission or distribution provider or to provide in a timely manner the information or payment required by such transmission or distribution provider. An extension pursuant to this Section 3.4(a)(ii) may be granted one (1) or more times. Each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than six (6) months at a time. If an extension is granted to the Initial REC Delivery Deadline, the IPA shall issue a notice to Buyer and Seller and the extended Initial REC Delivery Deadline shall be specified in such written notice issued by the IPA; the IPA shall endeavor on a commercially reasonable basis to issue such written notice prior to the Initial REC Delivery Deadline that prevailed prior to the extension, but failure by the IPA to issue such notice on a timely basis does not nullify the approval of the Initial REC Delivery Deadline extension. In the event that extensions to the Initial REC Delivery Deadline have been granted multiple times and the Delivery of one (1) REC has not occurred by May 31, 2030, then Seller may request for the Agreement to be terminated and its Performance Assurance to be returned. Such request will be subject to the approval of the IPA in its reasonable discretion. In the event that extensions to the Initial REC Delivery Deadline have been granted multiple times and the Delivery of one (1) REC has not occurred by May 31, 2034, then Buyer shall return Seller’s Performance Assurance and terminate this Agreement with written notice to Seller. No Settlement Amount shall be due from or to either Party as a result of any such termination pursuant to this Section 3.4. In no event shall any extension under this Section 3.4 extend beyond May 31, 2034. Other Commitments This section applies only to Projects that have received priority or preference during project selection under the RFP for other attributes of the Project as proposed by Seller in the RFP. If Seller has committed to fulfill a higher requirement than the Minimum Equity Standard for the Project under the RFP, Seller shall provide to Buyer and the IPA information and documents sufficient to verify the fulfillment of such attributes within thirty (30) days of the Date of First Operation. Such information and document shall be separate from the reports required pursuant to Section 7.4. For purposes of fulfilling this commitment, Seller shall only account for the number of Equity Eligible Persons as a percent of Project Workforce without regard for whether Seller is itself an Equity Eligible Contractor or not. Further, if construction of the Project spans multiple delivery years, then fulfillment of this commitment shall be measured for the entirety of the period for which ~~generation~~ Construction Activities occurred up through the Date of First Operation and not for each delivery year separately. For avoidance of doubt, no subsequent verification of this requirement is expected to be performed by the IPA subsequent to the initial verification following the Date of First Operation. In the event that Seller fails to demonstrate, and the IPA is unable to verify, fulfillment of such attributes in connection with the IPA’s review of the reporting requirements or information submitted of such Project, this Agreement shall be terminated. Upon the occurrence of such failure by Seller, Buyer shall be entitled to payment by Seller in the amount of (i) the Collateral Requirement and (ii) 100% of the total payments Seller has received from Buyer. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in this Section 3.5(c), (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and, (D) the remedy specified in this Section 3.5(c) shall be Buyer’s sole and exclusive remedy in such Event of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Settlement Amount calculated pursuant to Section 10.4 under such circumstance. PRODUCT ORDER; TERM OF AGREEMENT Incorporation of Product Order The terms of the Transaction are as specified in this Agreement and in the Product Order. Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement to confirm the terms of the Transaction. The Effective Date of this Agreement shall constitute the “Trade Date” indicated in the Product Order. If the Parties have entered into another agreement that governs transactions other than the Transaction set forth in this Agreement, such other agreement shall not apply for the purposes of the Transaction confirmed under this Agreement, and this Agreement shall be treated as separate and stand-alone from all other transactions between the Parties. This Agreement shall apply solely for purposes of the Transaction specified herein and shall not apply for the purposes of any other transactions between the Parties. Term of Agreement Unless earlier terminated pursuant to the terms of this Agreement, the “Term” of this Agreement shall be from the Effective Date until the earlier of (a) the date on which the Maximum Contract Quantity has been ~~recorded~~Delivered by Seller to Buyer and payments for such RECs have been paid by the Party owing payment to the Party for which payment is due; or (b) the last day of the month immediately following the end of the Delivery Term. The Parties acknowledge that the Agreement allows for the Delivery of RECs from an Acceptable Vintage Period of a maximum total period of 241 months (excluding any Suspension Periods or suspension periods during which the Parties’ obligations are suspended as provided herein).

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order ~~shall~~ may indicate for REC transfers to recur indefinitely. (ii) After either (1) the date of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or (2) the occurrence of an extension to the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of Seller, as transferor of the RECs, shall ~~provide written request~~ confirm the amendment to ~~Buyer for the revocation of~~ the Standing Order ~~no earlier than~~ within thirty (30) days ~~prior~~ of such occurrence to reflect the ~~end~~ expiry date of the Standing Order as the last day of the Delivery Term of such Designated ~~System~~ System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (~~or as soon as practicable in the case~~ 30) days of ~~the removal~~ receipt of a such Standing 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021~~. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated ~~or timely request for revocation is not submitted~~ by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of ~~all~~ RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order ~~shall~~ may indicate for REC transfers to recur indefinitely. (ii) After either (1) the date of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or (2) the occurrence of an extension to the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of Seller, as transferor of the RECs, shall ~~provide written request~~ confirm the amendment to ~~Buyer for the revocation of~~ the Standing Order ~~no earlier than~~ within thirty (30) days ~~prior~~ of such occurrence to reflect the ~~end~~ expiry date of the Standing Order as the last day of the Delivery Term of such Designated ~~System (or~~ System. Buyer, as ~~soon as practicable in~~ transferee, shall accept the ~~case of~~ Standing Order request within the ~~removal of a~~ 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. ~~Designated System from this REC Contract) and Buyer shall revoke the Standing Order~~ PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated ~~or timely request for revocation is not submitted~~ by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. (a) The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. (b) The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the Anchor Tenant and End Use Customers at time of Energization, and as may be ~~amended~~ adjusted pursuant to ~~Section 5(e)(iv)(C~~Sections 5(f)(i)-(iii) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. (i) Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M- M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order shall indicate for REC transfers to recur indefinitely. 5 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the Community Solar First Year Report would be due on June 10, 2021 for the period commencing April 15, 2020 through May 31, 2021. (ii) Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Delivery Term of such Designated System (or as soon as practicable in the case of the removal of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this REC Contract) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request. (iii) Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state. (d) The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. (e) Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

REC Tracking Systems. ~~(a)~~ The Parties will use ~~PJM~~ PJM-EIS GATS or M-~~RETS~~ RETS, as selected by Seller, as the ~~tracking system~~ Tracking System for Delivery of the Product~~. (b)~~ . The Parties shall work together to establish a an irrevocable Standing Order for ~~a Designated System~~ the Project for the automatic recurring transfer of ~~all~~ RECs ~~from such Designated System (or the percent of RECs from such Designated System corresponding~~ to the percent of the Actual Nameplate Capacity being subscribed at time of Energization, and as may be amended pursuant to Section 5(e)(iv)(C) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project) to BuyerXxxxx’s account in ~~PJM~~ PJM-EIS GATS or M-RETS~~. (i) Seller or a designee of~~ : Seller, as transferor of the RECs, shall confirm the Standing Order request within the ~~PJM~~ PJM-EIS GATS or M-RETS within thirty (30) days of: the Project’s Date of First Operation or January 1, 2024, whichever is later. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM-EIS GATS or M-RETS within thirty (30) days of ~~the later of: the Designated System~~receipt of such properly submitted Standing Order request. Prior to Seller’s ~~Date~~ confirmation of ~~Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept~~ the Standing Order request above, Seller shall inform Buyer of the Project Committed Percentage by providing written notice to Buyer, which shall be memorialized in an updated Product Order between Buyer and Seller within ~~the PJM EIS GATS or M- RETS within thirty~~ ten (3010) ~~days of receipt~~ Business Days of such notice. The Standing Order ~~request~~shall be established in accordance with Section 3.3(b)(iii) below. ~~When~~ Subsequent to the initial establishment of the Standing Order ~~is initially established~~as provided in the foregoing, the Parties shall work together to update the Standing Order as necessary; provided that the Project Committed Percentage may not be amended subsequent to the initial establishment of the Standing Order. Buyer and Seller shall ~~indicate~~ work together to remove the Standing Order within ten (10) Business Days after the last Delivery of RECs has occurred for ~~REC transfers~~ the Acceptable Vintage Period. Buyer and Seller shall work together to ~~recur indefinitely.~~ suspend the Standing Order within ten (ii10) Business Days of the effective date of any Suspension Period or suspension period pursuant to Section 10.6 and to lift such suspension once the Suspension Period or suspension period has ended. The Standing Order shall be for the automatic recurring transfer of RECs associated with a Vintage within the Acceptable Vintage Period. The Standing Order shall reflect Buyer’s allocated share of the RFP Awarded Annual Quantity, which shall be calculated by dividing (a) the multiplicative product of the Project Committed Percentage and the Annual Quantity by (b) the RFP Awarded Annual Quantity.3 For avoidance of doubt, RECs that are not transferred pursuant to this Section 3.3(b)(iii) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion; such RECs are not associated with the Project Committed Percentage and cannot be used to meet the Delivery Year Requirement or Maximum Contract Quantity under this Agreement. Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the ~~Delivery Term of such Designated System~~ Acceptable Vintage Period (or as soon as practicable in the case of ~~the removal~~ an early termination of a 2 For example, if a Community Renewable Energy Generation Project is Energized on April 15, 2020, then the first Community Solar Quarterly Report would be due on September 10, 2020 for the period April 15, 2020 through August 31, 2020, and the last Community Solar Quarterly Report would be due on June 10, 2021 for the period commencing March 1, 2021 through May 31, 2021. Designated System from this ~~REC Contract~~Agreement) and Buyer shall revoke the Standing Order within thirty (30) days of receipt of such request~~. (iii) Buyer shall retire~~ . Any RECs Delivered ~~from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account~~that are not eligible for payment shall be disposed pursuant to Section 3.3(f) below. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. (c) Seller shall Deliver the RECs in an unretired state~~. (d)~~ . The Parties shall abide by the applicable rules of ~~PJM~~ PJM-EIS GATS or M-RETS. ~~The~~ Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the ~~irrevocable~~ Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such ~~tracking system. (e)~~ Tracking System. If applicable in PJM-EIS GATS and/or M-RETS, Seller ~~shall upload meter readings~~ represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM-EIS GATS account or M-RETS account. In the event that a REC transfer has occurred from Seller’s to Buyer’s PJM-EIS GATS or M-RETS ~~at least annually~~ account for RECs that are not eligible for payment, including but not limited to, Ineligible RECs pursuant to Section 3.1(c), RECs transferred in excess of the Maximum Contract Quantity pursuant to Section 5.1(f), Excess RECs pursuant to Section 5.1(i), unpaid RECs pursuant to Section 6.4, or any other inadvertent REC transfers, the following shall apply: Seller shall inform Buyer by written notice of such REC transfer within sixty (60) days of such transfer to Buyer’s PJM-EIS GATS account or M-RETS account, and indicate in such written notice for the return of such RECs or for such RECs (or a portion thereof) to be retained by Buyer pursuant to 3.3(f)(vi). Buyer shall return any such RECs within sixty (60) days of receipt of Seller’s timely submitted notice. Should Buyer retire or fail to return such RECs identified by Seller in its notice, payment shall be made from Buyer to Seller for each such REC where the REC Monthly Price is negative. For avoidance of doubt, if the REC Monthly Price is positive, Seller shall not owe any payment to Buyer. For avoidance of doubt, any such RECs where Xxxxx has retired or failed to return to Seller and disposed pursuant to this 3.3(f)(ii) shall not be counted against or cause the reduction of the Maximum Contract Quantity or the applicable Delivery Year Requirement. Notwithstanding the foregoing, Xxxxx may return to Seller any RECs that are not eligible for payment if it has identified on its own, prior to the ~~registry cutoff~~ retirement of such RECs, that such RECs are not eligible for payment. Should Seller fail to ~~produce~~ inform Xxxxx on a timely basis pursuant to this Section 3.3(f), then Buyer shall have no obligations to Seller for the payment or return of such RECs. Regardless of whether such RECs have been returned to Seller or not, if there are any RECs that have been subsequently identified by Buyer that have been paid and that are not eligible for ~~generation occurring~~ payment, and such RECs are not identified by Seller pursuant to this Section 3.3(f), such inadvertent overpayments for RECs shall be returned upon request or credited by the Party receiving such overpayment against amounts subsequently due from the other Party, in accordance with Section 6.3. Notwithstanding anything to the contrary, in lieu of receiving a return of RECs pursuant to this Section 3.3(f), Seller may request in writing on a timely basis that Buyer retain such RECs (or a portion thereof) and apply the REC quantities against prior Shortfall Amounts pursuant to Section 5.1(k); provided that such RECs are within the Acceptable Vintage Period. For avoidance of doubt, the quantity of RECs requested to be retained by Xxxxx shall not exceed the quantity of Shortfall Amounts that remain outstanding at the time of such request. All such requests will be honored by Buyer on a commercially reasonable basis and Buyer shall have no obligation to retain such RECs if such request by Seller is not received with sufficient notice. Initial REC Delivery Deadline Extensions Seller must Deliver at least one (1) REC by May 31, 2028 (the “Initial REC Delivery Deadline”). This deadline may be extended one or more times as ~~well~~ follows: Provided that (A) an extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2028 and (B) Seller has posted Performance Assurance to satisfy the Increased Collateral Requirement by May 31, 2028, the Initial REC Delivery Deadline shall be deemed automatically extended to May 31, 2030 for the Delivery of at least one (1) REC from the Project. Provided that the Initial REC Delivery Deadline has been extended to May 31, 2030 pursuant to Section 3.4(a)(i) above, Seller may request for the Initial REC Delivery Deadline to be further extended provided that the extension request is made in writing by Seller to Buyer and the IPA prior to May 31, 2030. Such extension may be granted by the IPA on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion if the approval of such extension is communicated in writing by the IPA to Buyer and Seller in accordance with Section 3.4(b). For the avoidance of doubt, Xxxxx and Seller agree that the IPA has authority to make such a determination on good cause and to issue notices extending the prevailing Initial REC Delivery Deadline, as ~~all previous months~~ appropriate. Good cause may include delays outside of Seller’s control such as delays in finalizing interconnection agreements, installation of interconnection facilities, delays in obtaining other necessary governmental permits and approvals, and delays in the issuance of RECs from PJM-EIS GATS or M-RETS; provided such delays are not primarily attributable to Seller such as Seller’s failure to make in a timely manner permitting requests or a formal request for interconnection to such transmission or distribution provider or to provide in a timely manner the information or payment required by such transmission or distribution provider. An extension pursuant to this Section 3.4(a)(ii) may be granted one (1) or more times. Each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than one (1) year at a time. If an extension is granted to the Initial REC Delivery Deadline, the IPA shall issue a notice to Buyer and Seller and the extended Initial REC Delivery Deadline shall be specified in such written notice issued by the IPA; the IPA shall endeavor on a commercially reasonable basis to issue such written notice prior to the Initial REC Delivery Deadline that prevailed prior to the extension, but failure by the IPA to issue such notice on a timely basis does not nullify the approval of the Initial REC Delivery Deadline extension. In the event that extensions to the Initial REC Delivery Deadline have been granted multiple times and the Delivery of one (1) REC has not occurred by May 31, 2031, then Seller may request for the Agreement to be terminated and its Performance Assurance to be returned. Such request will be subject to the approval of the IPA in its reasonable discretion. In the event that extensions to the Initial REC Delivery Deadline have been granted multiple times and the Delivery of one (1) REC has not occurred by May 31, 2035, then Buyer shall return Seller’s Performance Assurance and terminate this Agreement with written notice to Seller. No Settlement Amount shall be due from or to either Party as a result of any such termination pursuant to this Section 3.4. In no event shall any extension under this Section 3.4 extend beyond May 31, 2035. Other Commitments This section applies to the Project only if it has received priority or preference during project selection under the RFP for non-price proposal attributes proposed by Seller in the RFP. Equity Standard Commitment. If Seller has committed to fulfill a higher requirement than the Minimum Equity Standard for the Project under the RFP, Seller shall provide to Buyer and the IPA information and documents sufficient to verify the fulfillment of such attributes within thirty (30) days of the Date of First Operation. Such information and document shall be separate from the reports required pursuant to Section 7.4. For purposes of fulfilling this commitment, Seller shall only account for the number of Equity Eligible Persons as a percent of Project Workforce without regard for whether Seller is itself an Equity Eligible Contractor or not. Further, if construction of the Project spans multiple delivery years, then fulfillment of this commitment shall be measured for the entirety of the period for which ~~generation~~ Construction Activities occurred up through the Date of First Operation and not for each delivery year separately. For avoidance of doubt, no subsequent verification of this requirement is expected to be performed by the IPA subsequent to the initial verification following the Date of First Operation. In the event that Seller fails to demonstrate, and the IPA is unable to verify, fulfillment of such attributes in connection with the IPA’s review of the reporting requirements or information submitted of such Project, then an Event of Default shall be deemed to have occurred and the IPA shall provide a written notice of such determination to Buyer and Seller, and this Agreement shall be terminated. Upon such Event of Default, Buyer shall be entitled to payment by Seller in the amount of (i) the Collateral Requirement and (ii) 100% of the total payments Seller has received from Buyer. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in this Section 3.5(b), (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and, (D) the remedy specified in this Section 3.5(b) shall be Buyer’s sole and exclusive remedy in such Event of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Settlement Amount calculated pursuant to Section 10.4 under such circumstance. Energy Transition Community Grant. If Seller has committed for the Project to be located in an Energy Transition Community Grant Area under the RFP, Seller shall provide to Buyer and the IPA information and documents sufficient to verify that the Project is entirely located within the Energy Transition Community Grant Area as identified in the Site Description of the Product Order within thirty (30) days of the Date of First Operation. In the event that Seller fails to demonstrate, and the IPA is unable to verify, that the Project is entirely located within the Energy Transition Community Grant Area in connection with the IPA’s review of information submitted of such Project, then an Event of Default shall be deemed to have occurred and the IPA shall provide a written notice of such determination to Buyer and Seller, and this Agreement shall be terminated. Upon such Event of Default, Buyer shall be entitled to payment by Seller in the amount of (i) the Collateral Requirement and (ii) 100% of the total payments Seller has received from Buyer. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in this Section 3.5(c), (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and, (D) the remedy specified in this Section 3.5(c) shall be Buyer’s sole and exclusive remedy in such Event of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Settlement Amount calculated pursuant to Section 10.4 under such circumstance. PRODUCT ORDER; TERM OF AGREEMENT Incorporation of Product Order The terms of the Transaction are as specified in this Agreement and in the Product Order. Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement to confirm the terms of the Transaction. The Effective Date of this Agreement shall constitute the “Trade Date” indicated in the Product Order. If the Parties have entered into another agreement that governs transactions other than the Transaction set forth in this Agreement, such other agreement shall not apply for the purposes of the Transaction confirmed under this Agreement, and this Agreement shall be treated as separate and stand-alone from all other transactions between the Parties. This Agreement shall apply solely for purposes of the Transaction specified herein and shall not apply for the purposes of any other transactions between the Parties. Term of Agreement Unless earlier terminated pursuant to the terms of this Agreement, the “Term” of this Agreement shall be from the Effective Date until the earlier of (a) the date on which the Maximum Contract Quantity has been ~~recorded~~Delivered by Seller to Buyer and payments for such RECs have been paid by the Party owing payment to the Party for which payment is due; or (b) the last day of the month immediately following the end of the Delivery Term. The Parties acknowledge that the Agreement allows for the Delivery of RECs from an Acceptable Vintage Period of a maximum total period of 241 months (excluding any Suspension Periods or suspension periods during which the Parties’ obligations are suspended as provided herein).

Appears in 1 contract

Samples: Renewable Energy Credit Agreement

Common use of REC Tracking Systems Clause in Contracts