Common use of Shared Facilities Clause in Contracts

Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Xxxxx, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by Xxxxx. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facility.

Shared Facilities. The Parties acknowledge and agree that certain Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a "Burdened Owner") shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the "Benefitted Owners"), of a pro rata share of the total annual costs of maintenance, and operation (collectively, "Operating Costs") of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a "Shared Facility") incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and Interconnection Facilitiesall systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and Seller’s rights paint as applicable), and obligations under (xi) a management fee not to exceed 5% of the Interconnection Agreementtotal of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be subject included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to certain shared facilities the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or co-tenancy agreements monthly in advance (in which case each Benefitted Owner shall pay to be entered into among Sellerthe Burdened Owner, on or before the first day of each calendar month, 1/12th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the Participating Transmission Ownerlast received annual statement), Seller’s Affiliatesand, or third parties pursuant with said payment for the first month after an annual statement is received, an additional amount equal to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements the excess of (i) shall permit Seller to perform or satisfythe above-stated pro rata share of the total amount shown on said statement, and shall not purport to limit, its obligations hereunder and over (ii) provide for separate metering and separate CAISO resource IDs for the total amount actually paid during each of month covered thereby, provided that in the Generating Facility and Storage Facility. METERING Metering. Seller event said pro rata share is less than said total actually paid, the Benefitted Owner shall measure be entitled to a credit against future monthly payments in the amount of Facility Energy using the Facility Meterdifference). For purposes of this Section 8(c), pro rata cost sharing between the amount Owners of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters Benefitted Parcels shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively determined on the basis of the ratio of the total area of the contributing Owner's Parcel(s) to the Generating Facility and a single CAISO resource ID dedicated exclusively to total area of the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Xxxxx, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by Xxxxx. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the FacilityLand.

Shared Facilities. The Parties acknowledge and agree that certain Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a “Burdened Owner”) shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the “Benefitted Owners”), of a pro rata share of the total annual costs of maintenance, and operation (collectively, “Operating Costs”) of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a “Shared Facility”) incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and Interconnection Facilitiesall systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and Seller’s rights paint as applicable), and obligations under (xi) a management fee not to exceed 5% of the Interconnection Agreementtotal of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be subject included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to certain shared facilities the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or co-tenancy agreements monthly in advance (in which case each Benefitted Owner shall pay to be entered into among Sellerthe Burdened Owner, on or before the first day of each calendar month, 1/12th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the Participating Transmission Ownerlast received annual statement), Seller’s Affiliatesand, or third parties pursuant with said payment for the first month after an annual statement is received, an additional amount equal to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements the excess of (i) shall permit Seller to perform or satisfythe above-stated pro rata share of the total amount shown on said statement, and shall not purport to limit, its obligations hereunder and over (ii) provide for separate metering and separate CAISO resource IDs for the total amount actually paid during each of month covered thereby, provided that in the Generating Facility and Storage Facility. METERING Metering. Seller event said pro rata share is less than said total actually paid, the Benefitted Owner shall measure be entitled to a credit against future monthly payments in the amount of Facility Energy using the Facility Meterdifference). For purposes of this Section 8(c), pro rata cost sharing between the amount Owners of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters Benefitted Parcels shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyerdetermined on the basis of the ratio of the total area of the contributing Owner’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively Parcel(s) to the Generating Facility and a single CAISO resource ID dedicated exclusively to total area of the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Xxxxx, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by Xxxxx. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the FacilityLand.

Shared Facilities. The Parties acknowledge and agree that certain Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a “Burdened Owner”) shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the “Benefitted Owners”), of a pro rata share of the total annual costs of maintenance, and operation (collectively, “Operating Costs”) of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a “Shared Facility”) incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and Interconnection Facilitiesall systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and Seller’s rights paint as applicable), and obligations under (xi) a management fee not to exceed 5% of the Interconnection Agreementtotal of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be subject included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to certain shared facilities the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or co-tenancy agreements monthly in advance (in which case each Benefitted Owner shall pay to be entered into among Sellerthe Burdened Owner, on or before the first day of each calendar month, 1/2th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the Participating Transmission Ownerlast received annual statement), Seller’s Affiliatesand, or third parties pursuant with said payment for the first month after an annual statement is received, an additional amount equal to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements the excess of (i) shall permit Seller to perform or satisfythe above-stated pro rata share of the total amount shown on said statement, and shall not purport to limit, its obligations hereunder and over (ii) provide for separate metering and separate CAISO resource IDs for the total amount actually paid during each of month covered thereby, provided that in the Generating Facility and Storage Facility. METERING Metering. Seller event said pro rata share is less than said total actually paid, the Benefitted Owner shall measure be entitled to a credit against future monthly payments in the amount of Facility Energy using the Facility Meterdifference). For purposes of this Section 8(c), pro rata cost sharing between the amount Owners of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters Benefitted Parcels shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyerdetermined on the basis of the ratio of the total area of the contributing Owner’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively Parcel(s) to the Generating Facility and a single CAISO resource ID dedicated exclusively to total area of the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Xxxxx, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by Xxxxx. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the FacilityLand.

Shared Facilities. The Parties acknowledge (a) It is acknowledged that the Retained Premises is in part located in buildings and agree improvements which also contain the Vacated Premises, and that Tenant has granted to Landlord certain cross-usage rights under Section 25.25 of the Lease (the exterior and structural elements of said buildings and improvements and the railroad tracks, roadways and other areas affected by said cross-usage rights being herein collectively, the “Shared Facilities”). Notwithstanding any other provisions of this Lease, Tenant shall perform the following obligations for the entirety of the Shared Facilities as if the entirety thereof were part of the Leased Premises: maintenance pursuant to Article 9 and Interconnection FacilitiesSection 25.25 of the Lease, all pursuant to the terms and Seller’s rights and conditions of the Lease as if all of the Shared Facilities were part of the Leased Premises, but recognizing that Tenant shall have no responsibility or obligation with respect to the interior of any improvements which are part of the Vacated Premises. (b) In consideration of the performance of its obligations under clause (a) of this Section 25.26, during such time as the Interconnection AgreementVacated Space (or any part thereof) shall be leased to an Other Tenant or Tenants (but only during such times), may Landlord shall reimburse Tenant for Landlord’s Proportionate Share (as hereafter defined) of all actual costs incurred by Tenant in the performance of said obligations with respect to the Shared Facilities (the “Shared Facilities Costs”). Shared Facilities Costs shall include, without limitation, ordinary and capital costs for labor and materials, equipment costs, utility charges, costs of security, janitorial services, landscaping and pest control and management and accounting fees and all other costs related thereto. Landlord’s Proportionate Share shall be subject forty percent (40%) times the percentage of the Vacated Premises that is leased to certain shared facilities an Other Tenant or co-tenancy agreements Tenants from time to time and shall be equitably adjusted if the square footage of floor space in the Vacated Premises or Retained Premises shall be increased or decreased from time to time. For example, if fifty percent of the Vacated Premises is leased to an Other Tenant, then the Landlord’s Proportionate Share shall be twenty percent (20%) (i.e. forty percent (40%) times fifty percent (50%)). (c) Subject to the terms of Section 25.26(b), Landlord shall pay to Tenant Landlord’s Proportionate Share of the Shared Facilities Costs as and when billed by Tenant (but no more often than monthly), such payments to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Xxxxx, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by Xxxxx. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least made within thirty (30) days before after Tenant submits to Landlord a statement therefor from time to time. Landlord shall cause Other Tenants to prepay to Landlord three months of Shared Facilities Costs in order to insure prompt payment thereof. (d) Landlord may examine Tenant’s books and records relative to the Commercial Operation DateShared Facilities Costs from time to time. Each meter Any request for examination must be made by written notice from Landlord to Tenant from time to time, but not more than twice in any calendar year. Tenant’s books and records pertaining to the immediately preceding twelve (12) full calendar months shall be kept under sealmade available to Landlord for inspection at the Leased Premises within thirty (30) days after Tenant receives Landlord’s written notice. If Landlord fails to take written exception to any item of Shared Facilities Costs disclosed in such inspection within sixty (60) days after such inspection, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer any item of Shared Facilities Costs reflected in a form reasonably acceptable statement submitted by Tenant within twenty-four (24) months after submission of such statement, Landlord shall be deemed to Buyerhave accepted such statement and all such items and waived any further audit right with respect thereto. If Landlord takes written exception to an item of Shared Facilities Costs within the applicable period and such exception is not resolved by Tenant and Landlord within twenty (20) days after Landlord’s notice taking exception, Tenant shall submit the dispute to an independent certified public accounting firm selected by Tenant and Landlord. If Landlord and Tenant are unable to agree on an independent certified public accounting firm, Landlord may select one of the five (5) largest national certified public accounting firms for such purpose. Within sixty (60) days following its selection, the selected accounting firm shall prepare and submit to Tenant and Landlord a certificate as to whether the exception is proper and the amount owed by or to Tenant, which determination shall be final and conclusive. If it is found that Landlord has overpaid any amount required hereunder, Tenant shall refund such overpayment to Landlord within thirty (30) days thereafter. If it is determined that the amount of Shared Facilities Costs or Landlord’s Proportionate Share thereof, as set forth in any statement, exceeded the amount which Landlord was obligated to pay in respect thereof, (i) by three percent (3%) or more, Tenant shall bear all costs of Landlord’s accountant or other reviewing entity and of such certification, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility (ii) by less than three percent (3%), Landlord shall bear all costs of Landlord’s accountant or other reviewing entity and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facilitysuch certification.