Common use of RESOURCE ADEQUACY CAPACITY PRODUCT Clause in Contracts

RESOURCE ADEQUACY CAPACITY PRODUCT. During the Delivery Term, Seller shall provide to Buyer, pursuant to the terms of this Agreement, the Contract Quantity of RAR Attributes and, if specified on the Cover Sheet, LAR Attributes and FCR Attributes (the “Product”); provided that, notwithstanding anything to the contrary herein: (a) the Product does not confer to Buyer any right to the electrical output from the Units, other than the right to include the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Agreement; (b) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing local capacity areas that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes related to a local capacity area provided hereunder will not result in a change in payments made pursuant to this Agreement; (c) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit, that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes provided hereunder will not result in a change in payments made pursuant to this Agreement; (d) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing local capacity areas whereby the Unit subsequently qualifies for a local capacity area, the Product, to the extent specified in the Cover Sheet, shall include all LAR Attributes related to such local Capacity Area; (e) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit whereby the Unit, or a portion of the Unit which did not previously qualify, subsequently qualifies to satisfy RAR or Flexible Capacity Requirements, the Product, to the extent specified in the Cover Sheet, shall include all FCR Attributes or RAR Attributes of the Unit, including any FCR Attributes or RAR Attributes with respect to any portion of the Unit which previously was not able to satisfy RAR or Flexible Capacity Requirements, as applicable. Specifically, no energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Agreement and Buyer shall not be responsible for compensating Seller for Seller’s commitments to the CAISO required by this Agreement. Seller retains the right to sell, pursuant to the Tariff, any RA Capacity from a Unit that is in excess of that Unit’s Contract Quantity and any RAR Attributes, LAR Attributes, or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Agreement; and (f) consistent with the foregoing, in the event any change by the CPUC, CAISO, CPUC Decisions, LRA, or other Governmental Body or Person having jurisdiction over RAR Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics, such occurrence is a change in Applicable Laws subject to Section 3.11(b) and (g), and prior to the effective date of such change, either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended Contract Quantity amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of the Contract Quantity of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the Contract Quantity amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. Buyer shall pay Seller for Product based on the Payment Quantity and Contract Price in accordance with the formula set forth in Section 3.9.

RESOURCE ADEQUACY CAPACITY PRODUCT. During the Delivery Term, Seller shall provide to Buyer, pursuant to the terms of this Agreement, the Designated RA Capacity in the amount of the Contract Quantity of (i) RAR Attributes and, if applicable, LAR Attributes, and (ii) FCR Attributes, if Flexible RA Product is specified on in Section B of the Cover SheetSheet to this agreement, LAR Attributes and FCR Attributes the Contract Quantity shall be either a Firm RA Product or a Contingent Firm RA Product, as specified in Section B of the Cover Sheet (the “Product”); provided provided, that, notwithstanding anything to the contrary herein: herein (ai) the Product does not confer to Buyer any right to the electrical output from the UnitsPortfolio, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Agreement; Agreement ; (bii) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing local capacity areas that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes related to a local capacity area provided hereunder will not result in a change in payments made pursuant to this Agreement; ; (ciii) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Portfolio or any Unit, that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes provided hereunder will not result in a change in payments made pursuant to this Agreement; ; (div) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing local capacity areas whereby the Portfolio or any Unit subsequently qualifies for a local capacity area, the Product, to the extent specified in the Cover Sheet, Product shall include all LAR Attributes or RAR Attributes related to such local Capacity Area; capacity area; and (ev) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Portfolio or any Unit whereby the Unit, or a portion of the Unit which did not previously qualify, subsequently qualifies to satisfy RAR or Flexible Capacity Requirements, the Product, to the extent specified in the Cover Sheet, Product shall include all FCR LAR Attributes or RAR Attributes of the Unit, including any FCR LAR Attributes or RAR Attributes with respect to any portion of the Unit Portfolio which previously was not able to satisfy RAR or Flexible Capacity Requirements, as applicable. Specifically, no energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Agreement and Buyer shall not be responsible for compensating Seller for Seller’s commitments to the CAISO required by this Agreement. Seller retains the right to sell, pursuant to the Tariff, any RA Capacity from a Unit the Portfolio that is in excess of that Unit’s Contract Quantity and any RAR Attributes, LAR Attributes, or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Agreement; and (f) consistent with the foregoing, in the event any change by the CPUC, CAISO, CPUC Decisions, LRA, or other Governmental Body or Person having jurisdiction over RAR Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics, such occurrence is a change in Applicable Laws subject to Section 3.11(b) and (g), and prior to the effective date of such change, either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended Contract Quantity amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of the Contract Quantity of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the Contract Quantity amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. Buyer shall pay Seller for Product based on the Payment Quantity and Contract Price in accordance with the formula set forth in Section 3.9.

RESOURCE ADEQUACY CAPACITY PRODUCT. During the Delivery TermPeriod, Seller shall provide the Product to Buyer, Buyer pursuant to the terms of this Agreement, the Contract Quantity of RAR Attributes and, if specified on the Cover Sheet, LAR Attributes and FCR Attributes (the “Product”); provided that, notwithstanding anything to the contrary herein: Confirmation. The Product shall (a) the include both RAR Attributes and LAR Attributes, and (b) be a Firm RA Product or a Contingent Firm RA Product, as selected below. The Product does not confer to Buyer any right to the electrical output Contract Quantity from the Units, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as Showings if applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Agreement; (b) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing local capacity areas that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes related to a local capacity area provided hereunder will not result in a change in payments made pursuant to this Agreement; (c) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit, that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes provided hereunder will not result in a change in payments made pursuant to this Agreement; (d) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing local capacity areas whereby the Unit subsequently qualifies for a local capacity area, the Product, to the extent specified in the Cover Sheet, shall include all LAR Attributes related to such local Capacity Area; (e) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit whereby the Unit, or a portion of the Unit which did not previously qualify, subsequently qualifies to satisfy RAR or Flexible Capacity Requirements, the Product, to the extent specified in the Cover Sheet, shall include all FCR Attributes or RAR Attributes of the Unit, including any FCR Attributes or RAR Attributes with respect to any portion of the Unit which previously was not able to satisfy RAR or Flexible Capacity Requirements, as applicableConfirmation. Specifically, no energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Agreement and Transaction and, other than as set forth in this Confirmation, Buyer shall not be responsible for compensating Seller for Seller’s 's commitments to the CAISO required by this AgreementConfirmation. Seller retains the right to sell, pursuant to the Tariff, sell any RA Capacity from a Unit that is in excess of that Unit’s Contract Quantity Quantity, and any RAR Attributes, Attributes or LAR Attributes, or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Agreement; and (f) consistent Confirmation. RAR and LAR Attributes Seller shall provide Buyer with the foregoing, in Designated RA Capacity and the event any change by the CPUC, CAISO, CPUC Decisions, LRA, or other Governmental Body or Person having jurisdiction over RAR Attributes results and LAR Attributes from each Unit, as measured in MWs. Firm RA Product Seller shall provide Buyer with Designated RA Capacity from the increase or decrease of Units in the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics, such occurrence is a change in Applicable Laws subject Contract Quantity. If the Units are not available to Section 3.11(b) and (g), and prior to provide the effective date of such change, either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended Contract Quantity full amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of the Contract Quantity for any reason other than Force Majeure, including without limitation any Outage or any adjustment of the RA Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Dateany Unit, Seller shall continue provide Buyer with Designated RA Capacity from one or more Replacement Units pursuant to deliver Section 5.2 hereof. If Seller fails to provide Buyer with replacement Designated RA Capacity from Replacement Units pursuant to Section 5.2, Seller shall be liable for damages pursuant to Section 5.4 hereof, or to indemnify Buyer for penalties or fines pursuant to Section 5.5 hereof if Seller is not able to replace the Contract Quantity amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. Buyer shall pay Seller for Product based on the Payment Quantity and Contract Price in accordance with the formula set forth in Section 3.9Designated RA Capacity.

RESOURCE ADEQUACY CAPACITY PRODUCT. During the Delivery TermPeriod, Seller shall provide to Buyer, Buyer pursuant to the terms of this Agreement, the Contract Quantity of RAR Attributes and, if specified on the Cover Sheet, LAR Attributes and FCR Attributes (the “Product”); provided that, notwithstanding anything to the contrary herein: Confirmation: (a) RAR Attributes and LAR Attributes, and (b) either a Firm RA Product or a Contingent Firm RA Product, as specified in either Section 3.2 or 3.3 below by checking the applicable provision ((a) and (b) shall be collectively referred to as the "Product"). The Product does not confer to Buyer any right to the electrical output from the Units, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as Showings if applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Agreement; (b) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing local capacity areas that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes related to a local capacity area provided hereunder will not result in a change in payments made pursuant to this Agreement; (c) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit, that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes provided hereunder will not result in a change in payments made pursuant to this Agreement; (d) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing local capacity areas whereby the Unit subsequently qualifies for a local capacity area, the Product, to the extent specified in the Cover Sheet, shall include all LAR Attributes related to such local Capacity Area; (e) the Parties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit whereby the Unit, or a portion of the Unit which did not previously qualify, subsequently qualifies to satisfy RAR or Flexible Capacity Requirements, the Product, to the extent specified in the Cover Sheet, shall include all FCR Attributes or RAR Attributes of the Unit, including any FCR Attributes or RAR Attributes with respect to any portion of the Unit which previously was not able to satisfy RAR or Flexible Capacity Requirements, as applicableConfirmation. Specifically, no Seller is not required to make available any energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Agreement Transaction and Buyer shall not be responsible for compensating Seller for Seller’s 's commitments to the CAISO required by this AgreementConfirmation. Seller retains the right to sell, pursuant to the Tariff, sell any RA Capacity from a Unit that is in excess of that Unit’s Contract Quantity and any RAR Attributes, Attributes or LAR Attributes, or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Agreement; and (f) consistent Confirmation to a third party. RAR and LAR Attributes Seller shall provide Buyer with the foregoingDesignated RA Capacity and the RAR Attributes and LAR Attributes from each Unit, as measured in MWs. For each Monthly Delivery Period, a Unit's Designated RA Capacity shall be equal to the event any change product of (x) the Unit's RA Capacity, after reflecting adjustments for Outages, if any, as determined by the CPUCCPUC (and, to the extent authorized by the CPUC or the CAISO, CPUC Decisions, LRA), or other Governmental Body or Person by an LRA having jurisdiction over RAR Attributes results in jurisdiction, and (y) the increase or decrease Unit's Prorated Percentage of Unit Factor, provided that the total amount of Designated RA Capacity Attributes that may be calculated or derived from the Operational Characteristics, such occurrence is a change in Applicable Laws subject to Section 3.11(b) and (g), and prior to the effective date of such change, either Party all Units shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended Contract Quantity amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of not exceed the Contract Quantity of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the Contract Quantity amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. Buyer shall pay Seller for Product based on the Payment Quantity and Contract Price in accordance with the formula set forth in Section 3.9Quantity.