Common use of CEQA Compliance Clause in Contracts

CEQA Compliance. (a) Compliance with the California Environmental Quality Act (“CEQA”), Pub. Res. Code § 21000 et seq., is a condition precedent to the Buyer’s obligations under this Agreement. The Seller shall not have any right to install the Generating Facilities until the Buyer has fully complied with CEQA and issued a notice to proceed to Seller. Buyer agrees to begin the initial analysis within ten (10) days after the Effective Date of this Agreement. If that analysis indicates that an exemption or a negative declaration will suffice, then Buyer will proceed to complete the exemption or negative declaration in accordance with applicable law. Seller shall promptly reimburse Buyer for Buyer costs, up to but not exceeding $3,000 per site for negative declaration, and $250 for exemption letter per site, for such analysis and completion of exemption or negative declaration no later than 30 days after Buyer sends invoice for same to Seller. Seller shall promptly proceed to perform its obligations under this Agreement. If Buyer determines that the costs for such analysis and completion of exemption or negative declaration for each applicable Generating Facilities shall exceed the stated maximum amount eligible for reimbursement, it shall notify Seller in advance prior to expending more than the maximum amount and state in writing the additional costs Buyer reasonably expects to incur for such analysis and completion of exemption or negative declaration for each applicable Generating Facilities. Seller may, in its sole discretion, agree to pay Buyer additional sums to defray such costs. If Seller does not agree to do so within thirty (30) days of receipt of Buyer’s written notification of such additional costs, then the Agreement shall terminate as to the applicable Generating Facility, and neither Party shall have any liability to the other Party (other than any such liabilities that have accrued prior to such termination). (b) If the Buyer reasonably determines that a mitigated negative declaration (“MND”) or environmental impact report (“EIR”) is required to comply with CEQA, then Buyer shall promptly provide Seller with a written statement detailing the reasons that Buyer believes that an MND or EIR is required, to comply with CEQA for the applicable Generating Facility and the estimated cost to comply with CEQA for the applicable Generating Facility. Unless within thirty (30) days of receipt of Buyer’s written statement, Seller issues Buyer a written statement signed by an authorized representative of Seller agreeing to pay for all of the estimated cost to comply with CEQA for the applicable Generating Facility and agreeing to proceed with MND or EIR, then this Agreement will terminate as to the applicable Generating Facility, and neither Party shall have any liability to the other Party (other than any such liabilities that have accrued prior to such termination).

CEQA Compliance. (a) Compliance with Pursuant to the California Environmental Quality Act (“CEQA”), Pubthe City has filed a Notice of Determination under Section 21152(a) of the California Public Resources Code with respect to its final approval of the Development Agreement and/or the Supplemental EIR. ResSection 21167 of the California Public Resources Code provides for a thirty (30) day statute of limitation period, which will expire on November 29, 2004 (the “Limitation Period”), with respect to the commencement of any action or proceeding to attack, review, set aside, void or annul the acts or decisions of a public agency on the grounds of noncompliance with CEQA (a “CEQA Action”). Code § 21000 et seq.If within the Limitation Period a CEQA Action is filed with respect to the Development Agreement and/or the Supplemental EIR, is then a condition precedent to the Buyer’s obligations under obligation of Purchaser to proceed with the Closing shall be the dismissal or other final resolution of such CEQA Action such that the Development Agreement, as adopted and approved by the City, remains in full force and effect without modification (the “CEQA Resolution”). If a CEQA Action is filed within the Limitation Period, then the Seller shall have the right to elect by written notice to Purchaser on or before December 10, 2004 to either (a) terminate this Agreement, or (b) attempt to obtain the CEQA Resolution and extend the Closing Date until not later than January 14, 2005 in order to attempt to obtain the CEQA Resolution. The If Seller obtains a CEQA Resolution by January 14, 2005, then (1) Seller shall not have any right to install immediately notify Purchaser of the Generating Facilities until CEQA Resolution, and (2) the Buyer has fully complied with CEQA and issued a Closing shall occur on the later of (i) the Closing Date otherwise provided in this Agreement, or (ii) five (5) business days following written notice to Purchaser that Seller has obtained a CEQA Resolution. If by January 14, 2005 Seller has been unable to obtain a CEQA Resolution (or if at any time prior to such date Seller elects not to continue to seek such CEQA Resolution), then Seller shall immediately notify Purchaser of such fact, and Purchaser shall notify Seller in writing within five (5) business days after receipt of Seller’s notice of Purchaser’s election to either (1) proceed to Seller. Buyer agrees consummate the Closing, in which case the condition precedent set forth in this Section 7.4 shall be deemed to begin be waived by Purchaser and the initial analysis within Closing Date shall be ten (10) business days after Seller’s notice to Purchaser that it was unable to obtain the Effective Date of CEQA Resolution (or notice that it has elected not to continue to seek such CEQA Resolution), or (2) terminate this Agreement. If that analysis indicates that an exemption or a negative declaration will sufficethe Agreement is terminated pursuant to this Section 7.4, then Buyer will proceed Purchaser shall have the right to complete receive a full refund of the exemption or negative declaration in accordance with applicable law. Seller shall promptly reimburse Buyer for Buyer costs, up to but not exceeding $3,000 per site for negative declaration▇▇▇▇▇▇▇ Money Deposit from Escrow, and $250 for exemption letter per site, for such analysis and completion of exemption the parties shall have no further rights or negative declaration no later than 30 days after Buyer sends invoice for same to Seller. Seller shall promptly proceed to perform its obligations under this Agreement except for the Termination Surviving Obligations. Notwithstanding any contrary provision of this Agreement. If Buyer determines that , this Section 7.4 shall not be applicable to, nor shall the costs for such analysis and completion Closing be affected by, any CEQA Action filed by, on behalf of, or at the request, encouragement or direction of, Purchaser or any Affiliate of exemption Purchaser, or negative declaration for each applicable Generating Facilities shall exceed the stated maximum amount eligible for reimbursementany of their partners, it shall notify Seller in advance prior to expending more than the maximum amount and state in writing the additional costs Buyer reasonably expects to incur for such analysis and completion of exemption members, officers, directors, employees, agents or negative declaration for each applicable Generating Facilities. Seller mayrepresentatives (collectively, in its sole discretion, agree to pay Buyer additional sums to defray such costs. If Seller does not agree to do so within thirty (30) days of receipt of Buyer’s written notification of such additional costs, then the Agreement shall terminate as to the applicable Generating Facilitya “Purchaser Party”), and neither Purchaser nor any Purchaser Party shall have any liability to file, or cause, direct, request or encourage the other Party (other than any such liabilities that have accrued prior to such termination)filing of, a CEQA Action. (b) If the Buyer reasonably determines that a mitigated negative declaration (“MND”) or environmental impact report (“EIR”) is required to comply with CEQA, then Buyer shall promptly provide Seller with a written statement detailing the reasons that Buyer believes that an MND or EIR is required, to comply with CEQA for the applicable Generating Facility and the estimated cost to comply with CEQA for the applicable Generating Facility. Unless within thirty (30) days of receipt of Buyer’s written statement, Seller issues Buyer a written statement signed by an authorized representative of Seller agreeing to pay for all of the estimated cost to comply with CEQA for the applicable Generating Facility and agreeing to proceed with MND or EIR, then this Agreement will terminate as to the applicable Generating Facility, and neither Party shall have any liability to the other Party (other than any such liabilities that have accrued prior to such termination).

CEQA Compliance. (a) Compliance with the California Environmental Quality Act (“CEQA”), Pub. Res. Code § 21000 et seq., is a condition precedent to the Buyer’s obligations under this Agreement. The Seller shall not have any right to install the Generating Facilities System until the Buyer has fully complied with CEQA and issued a notice to proceed to Seller. Buyer ▇▇▇▇▇ agrees to begin the initial analysis within ten (10) days after the Effective Date effective date of this Agreement. If that analysis indicates that an exemption or a negative declaration will suffice, then Buyer ▇▇▇▇▇ will proceed to complete the exemption or negative declaration in accordance with applicable law. Seller shall promptly reimburse Buyer for Buyer costs, up to but not exceeding $3,000 per site for negative declaration, and $250 for exemption letter per site, costs for such analysis and completion of exemption or negative declaration no later than 30 days after Buyer ▇▇▇▇▇ sends invoice for same to Seller. Seller shall promptly proceed to perform its obligations under this Agreement. If Buyer determines that the costs for such analysis and completion of exemption or negative declaration for each applicable Generating Facilities shall exceed the stated maximum amount eligible for reimbursement, it shall notify Seller in advance prior to expending more than the maximum amount and state in writing the additional costs Buyer reasonably expects to incur for such analysis and completion of exemption or negative declaration for each applicable Generating Facilities. Seller may, in its sole discretion, agree to pay Buyer additional sums to defray such costs. If Seller does not agree to do so within thirty (30) days of receipt of Buyer’s written notification of such additional costs, then the Agreement shall terminate as to the applicable Generating Facility, and neither Party shall have any liability to the other Party (other than any such liabilities that have accrued prior to such termination). (b) If the Buyer reasonably determines that a mitigated negative declaration (“MND”) or environmental impact report (“EIR”) is required to comply with CEQA, then Seller shall be responsible for paying Buyer all costs associated with preparing the MND or EIR and complying with CEQA, including but not limited to environmental consultant costs and implementation of any feasible mitigation measures or alternatives the Buyer determines is needed to mitigate or avoid the project’s potentially significant environmental impacts. Buyer shall promptly provide notify Seller with a written statement detailing the reasons that Buyer believes of its determination that an MND or EIR is required, to comply with CEQA for the applicable Generating Facility and the estimated cost to comply with CEQA for costs and timing of preparing the applicable Generating Facility. Unless within thirty (30) days of receipt of Buyer’s written statement, Seller issues Buyer a written statement signed by an authorized representative of Seller agreeing to pay for all of the estimated cost to comply with CEQA for the applicable Generating Facility and agreeing to proceed with MND or EIR. If after such notice, the Seller determines not to proceed, then this Agreement will shall terminate as to the applicable Generating Facility, and neither Party shall have any further obligations or liability to the other. Such a determination not to proceed on the part of the Seller may only be reasonably based on the exceptional costs associated with the MND or EIR and mitigation measures or alternatives, and shall not excuse non-performance on the part of the Seller for any other Party reason. If Seller determines to proceed with the project, then Seller shall pay to Buyer all estimated costs of preparing the MND or EIR within 10 days of receiving the estimate from the Buyer. To the extent that ▇▇▇▇▇’s actual costs exceed such estimates, Seller shall pay Buyer for any excess. Conversely, ▇▇▇▇▇ shall reimburse to Seller any payment by Seller based on ▇▇▇▇▇’s overestimation of costs. (other than any such liabilities c) If Buyer finds that it is not feasible to reduce or avoid significant potential environmental effects of the proposed project and Buyer determines not to issue a statement of overriding considerations, then Seller shall pay Buyer all costs and expenses related to the EIR process that have accrued prior been incurred and this Agreement shall thereafter terminate and neither Party shall have any further obligations or liability to such termination)the other.

CEQA Compliance. (a) Compliance with Pursuant to the California Environmental Quality Act (“CEQA”), Pubthe City has filed a Notice of Determination under Section 21152(a) of the California Public Resources Code with respect to its final approval of the Development Agreement and/or the Supplemental EIR. ResSection 21167 of the California Public Resources Code provides for a thirty (30) day statute of limitation period, which will expire on November 29, 2004 (the “Limitation Period”) with respect to the commencement of any action or proceeding to attack, review, set aside, void or annul the acts or decisions of a public agency on the grounds of noncompliance with CEQA (a “CEQA Action”). Code § 21000 et seq.If within the Limitation Period a CEQA Action is filed with respect to the Development Agreement and/or the Supplemental EIR, is then a condition precedent to the Buyer’s obligations under obligation of Purchaser to proceed with the Closing shall be the dismissal or other final resolution of such CEQA Action such that the Development Agreement, as adopted and approved by the City, remains in full force and effect without modification (the “CEQA Resolution”). If a CEQA Action is filed within the Limitation Period, then the Seller shall have the right to elect by written notice to Purchaser on or before December 10, 2004 to either (a) terminate this Agreement, or (b) attempt to obtain the CEQA Resolution and extend the Closing Date until not later than January 14, 2005 in order to attempt to obtain the CEQA Resolution. The If Seller obtains a CEQA Resolution by January 14, 2005, then (1) Seller shall not have any right to install immediately notify Purchaser of the Generating Facilities until CEQA Resolution and (2) the Buyer has fully complied with CEQA and issued a Closing shall occur on the later of (i) the Closing Date otherwise provided in this Agreement, or (ii) five (5) business days following written notice to Purchaser that Seller has obtained a CEQA Resolution. If by January 14, 2005 Seller has been unable to obtain a CEQA Resolution (or if at any time prior to such date Seller elects not to continue to seek such CEQA Resolution), then Seller shall immediately notify Purchaser of such fact, and Purchaser shall notify Seller in writing within five (5) business days after receipt of Seller’s notice of Purchaser’s election to either (1) proceed to Seller. Buyer agrees consummate the Closing, in which case the condition precedent set forth in this Section 7.5 shall be deemed to begin be waived by Purchaser and the initial analysis within Closing Date shall be ten (10) business days after Seller’s notice to Purchaser that it was unable to obtain the Effective Date of CEQA Resolution (or notice that it has elected not to continue to seek such CEQA Resolution), or (2) terminate this Agreement. If that analysis indicates that an exemption or a negative declaration will sufficethe Agreement is terminated pursuant to this Section 7.5, then Buyer will proceed Purchaser shall have the right to complete receive a full refund of the exemption or negative declaration in accordance with applicable law. Seller shall promptly reimburse Buyer for Buyer costs, up to but not exceeding $3,000 per site for negative declaration▇▇▇▇▇▇▇ Money Deposit from Escrow, and $250 for exemption letter per site, for such analysis and completion of exemption the parties shall have no further rights or negative declaration no later than 30 days after Buyer sends invoice for same to Seller. Seller shall promptly proceed to perform its obligations under this Agreement except for the Termination Surviving Obligations. Notwithstanding any contrary provision of this Agreement. If Buyer determines that , this Section 7.5 shall not be applicable to, nor shall the costs for such analysis and completion Closing be affected by, any CEQA Action filed by, on behalf of, or at the request, encouragement or direction of, Purchaser or any Affiliate of exemption Purchaser, or negative declaration for each applicable Generating Facilities shall exceed the stated maximum amount eligible for reimbursementany of their partners, it shall notify Seller in advance prior to expending more than the maximum amount and state in writing the additional costs Buyer reasonably expects to incur for such analysis and completion of exemption members, officers, directors, employees, agents or negative declaration for each applicable Generating Facilities. Seller mayrepresentatives (collectively, in its sole discretion, agree to pay Buyer additional sums to defray such costs. If Seller does not agree to do so within thirty (30) days of receipt of Buyer’s written notification of such additional costs, then the Agreement shall terminate as to the applicable Generating Facilitya “Purchaser Party”), and neither Purchaser nor any Purchaser Party shall have any liability to file, or cause, direct, request or encourage the other Party (other than any such liabilities that have accrued prior to such termination)filing of, a CEQA Action. (b) If the Buyer reasonably determines that a mitigated negative declaration (“MND”) or environmental impact report (“EIR”) is required to comply with CEQA, then Buyer shall promptly provide Seller with a written statement detailing the reasons that Buyer believes that an MND or EIR is required, to comply with CEQA for the applicable Generating Facility and the estimated cost to comply with CEQA for the applicable Generating Facility. Unless within thirty (30) days of receipt of Buyer’s written statement, Seller issues Buyer a written statement signed by an authorized representative of Seller agreeing to pay for all of the estimated cost to comply with CEQA for the applicable Generating Facility and agreeing to proceed with MND or EIR, then this Agreement will terminate as to the applicable Generating Facility, and neither Party shall have any liability to the other Party (other than any such liabilities that have accrued prior to such termination).