Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month. (b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract. (c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs. (d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 shall constitute an Event of Default and such failure shall not be excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance. (e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term). (f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement. (g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance. (h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered. (i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS
Appears in 2 contracts
Sources: Renewable Energy Credit Agreement, Renewable Energy Credit Agreement
Deliveries and Quantity.
(a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered to Buyer from Seller under this Agreement shall be associated with electric energy generated by the Project. For avoidance of doubt, with respect to a Project co-located with an energy storage facility, the RECs Delivered shall be associated with energy generated exclusively from the Project as measured by the Project’s Revenue Quality Meter and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(cb) Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 2.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(dc) As specified in Section 5.1(i) of the Master REC Agreement9.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2025 or extended deadline pursuant to Section 2.4 or Section 10.1 shall constitute an Event of Default and Default. If the deadline for the Delivery of one (1) REC from the Project has been extended pursuant to Section 2.4 or Section 10.1, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such failure extended deadline shall not be excused by Force Majeureconstitute an Event of Default. Upon the occurrence of such Event Events of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 2.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 2.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.
(d) Prior to the deadline set forth in Section 4.1(c) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within twenty (20) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable.
(e) Seller will shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in for a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM PJM-EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during Default. Notwithstanding the pendency foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount. Further, in no event shall RECs eligible for payment exceed the Maximum Contract Quantity. If in the last Delivery Year, the Delivery Year Requirement is greater than the quantity of suspension RECs to meet the Maximum Contract Quantity, then the Delivery Year Requirement for the last Delivery Year shall be reduced to be the greatest quantity of RECs that would not cause the Maximum Contract Quantity to be exceeded. In the event that RECs are Delivered to Buyer in excess of the REC Maximum Contract Quantity, such RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement2.3(f).
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement9.2(j), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(f). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion that such event has not occurredoccurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(g), (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(g4.1(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer Settlement Amount calculated pursuant to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETSSection
Appears in 1 contract
Sources: Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination. (e(e) Prior to the deadline set forth in Section 3(d) of this Cover Sheet for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this REC Contract within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(ef) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(ffg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
. (gg(h) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f3(fg) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g3(gh), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS,
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day The Delivery of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from is expected to occur to the Buyer’s PJM EIS GATS account or M-RETS account, as applicable, within ninety (90) days of when the Project by is Energized, but in no event earlier than June 1, 2021 shall constitute 2020. If Seller fails to Deliver at least (1) one REC by the date that is ninety (90) days of when the Project is Energized, Seller must provide to Buyer and the IPA a written certification within sixty (60) days of such deadline to Deliver at least (1) one REC confirming that there are no technical issues, with respect to the Project, known to Seller that would impede the generation, issuance and Delivery of RECs or that such technical issues have been resolved by Seller. If Seller fails to provide such written certification within sixty (60) days of such deadline to Deliver at least (1) one REC, then an Event of Default and such failure shall not be excused by Force Majeuredeemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstratesSeller, within such five twenty (520) Business Day period and period, (i) demonstrates to the satisfaction of Buyer and the IPA in its sole discretiontheir reasonable discretion that such Event of Default has not occurred, or (ii) provides such written certification confirming that there are no technical issues, with respect to the Project, known to Seller has made that would impede the generation, issuance and Delivery of RECs or that such Deliverytechnical issues have been resolved by Seller, or (iii) Delivers at least one
(1) REC from the Project to Buyer’s PJM EIS GATS account or M-RETS account. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicablethat: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by Seller due to the failure occurrence of Seller to comply with the provisions set forth in (i) and/or (ii) such Event of this Section 3(g), Default; (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, penalty; and (D) the remedy remedies specified in this Section 3(g) 6 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 Termination Payment under such circumstanceDefault.
(hb) All RECs designated to be Delivered by Seller under this REC Contract must allow pursuant to the Standing Order shall be Delivered to Buyer to meet its obligations under commencing from the Applicable Program for date such Standing Order is established through the end of the Delivery Term.
(c) After the first REC Delivery, once annually on or prior to November 15 following a Delivery Year, the IPA shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment Amount for such Delivery Year in which such RECs were Delivered.as follows:
(i) Any The IPA shall calculate the Delivery Year Average Subscription Rate. To obtain the Delivery Year Average Subscription Rate, the subscription percentage will be calculated first as a daily average, then averaged over the period in the Delivery Year within the Delivery Term. This daily average will be based on subscription start and end dates comprised of the day a subscription start or end request was submitted to the utility, as entered in the REC Annual Report.
(ii) The True-Up Payment Amount reflects the monetary amount that Buyer has paid or would have paid for RECs generated by Delivered during such Delivery Year that are not attributable to Subscribed shares of the Project in excess and shall equal the multiplicative product of: (A) the Purchase Price and (B) the positive difference between (X) number of RECs Delivered during such Delivery Year and (Y) multiplicative product of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess Average Subscription Rate and total RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified issued by Tracking System PJM EIS GATS or M-RETSRETS for the Project during such period, and rounded down to the nearest REC, if (X) exceeds (Y). For avoidance of doubt, the True-Up Payment Amount for a Delivery Year shall be zero if (X) is equal to or less than (Y) in the foregoing calculation. Further, for purposes of calculating a True-Up Payment Amount, the calculations for (X) and (Y) shall be based on RECs Delivered and RECs issued, respectively, during the same period, which could be a partial Delivery Year. If the initial REC Delivery did not occur on June 1, then the first partial Delivery Year shall be the period commencing the first day of the Delivery Term through May 31 of such Delivery Year when the first REC was Delivered; and the last partial Delivery Year shall be the period commencing June 1 preceding the conclusion of the Delivery Term through the last day of the Delivery Term.
(iii) At the end of the foregoing process, the IPA shall inform Buyer and Seller of the True-Up Payment Amount for such Delivery Year. Exhibit H to this REC Contract contains illustrative examples of the calculation of the True-Up Payment Amount as provided in Sections 6(c)(i)-(ii) above.
(d) After the first REC Delivery, for each Delivery Year for which a positive True-Up Payment Amount is calculated and due to Buyer, the Parties agree that Buyer shall apply a true-up payment adjustment to one or more future payments based on the True-Up Payment Amount. If final payment due under this REC Contract has been made or if a portion of the True-Up Payment Amount remains outstanding after the true-up payment adjustment has been applied to the final payment, then Seller shall be responsible for any remaining balance due after the true-up payment adjustment and Seller shall pay to Buyer such outstanding portion of the True-Up Payment Amount within twenty (20) Business Days of written notice from Buyer to Seller. If Seller fails to remit full payment to Buyer within the said period, then Buyer may draw on Seller’s Performance Assurance for this purpose up to the portion of the True-Up Payment Amount that remains outstanding after the said period.
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered to Buyer from Seller under this Agreement shall be associated with electric energy generated by the Project. For avoidance of doubt, with respect to a Project co-located with an energy storage facility, the RECs Delivered shall be associated with energy generated exclusively from the ProjectProject and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(cb) Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 2.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(dc) As specified in Section 5.1(i) of the Master REC Agreement9.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2025 or extended deadline pursuant to Section 2.4 shall constitute an Event of Default and If the deadline for the Delivery of one (1) REC from the Project has been extended pursuant to Section 2.4, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such failure extended deadline shall not be excused by Force Majeureconstitute an Event of Default. Upon the occurrence of any such Event Events of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 2.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 2.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment or Settlement Payment under such circumstance.
(d) Prior to the deadline set forth in Section 4.1(c) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable.
(e) Seller will shall Deliver to Buyer, subject to Section 3(a4.1(a) of this Cover Sheetand Section 4.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in for a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default Default. Notwithstanding the foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount or if such actions occur during Shortfall Year. For avoidance of doubt, RECs Delivered to meet a Delivery Year Requirement are accounted for based on the pendency of suspension Vintage of the REC Contract pursuant RECs and not when the RECs are Delivered. For example, only RECs associated with the Vintages of June 2025 through May 2026 can be used to Section 2.2 of meet the Master REC AgreementDelivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement9.2(j), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches breaches, as determined by the IPA, its representation under Section 3(f) of this Cover Sheet4.1(f). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer ▇▇▇▇▇ to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(g), (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(g4.1(g) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller mayFor avoidance of doubt, at its sole discretion, Deliver such Excess RECs cannot be applied to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in and are not eligible for payment by Buyer under any circumstance. In the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to event that Excess RECs are as set forth in this section and no further actions are required in order for Delivered to Buyer, Seller provide written notice to retain and, at Buyer informing of such transfer within sixty (60) days of such transfer. Buyer shall return any Excess RECs within sixty (60) days of receipt of Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇timely submitted notice; provided that ▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity has not retired Excess RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETSpursuant to Section 2.1(d).
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day The Delivery of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from is expected to occur to the Buyer’s PJM EIS GATS account or M-RETS account, as applicable, within ninety (90) days of when the Project by is Energized, but in no event earlier than June 1, 2021 shall constitute 2020. If Seller fails to Deliver at least (1) one REC by the date that is ninety (90) days of when the Project is Energized, Seller must provide to Buyer and the IPA a written certification within sixty (60) days of such deadline to Deliver at least (1) one REC confirming that there are no technical issues, with respect to the Project, known to Seller that would impede the generation, issuance and Delivery of RECs or that such technical issues have been resolved by Seller. If Seller fails to provide such written certification within sixty (60) days of such deadline to Deliver at least (1) one REC, then an Event of Default and such failure shall not be excused by Force Majeuredeemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstratesSeller, within such five twenty (520) Business Day period and period, (i) demonstrates to the satisfaction of Buyer and the IPA in its sole discretiontheir reasonable discretion that such Event of Default has not occurred, or (ii) provides such written certification confirming that there are no technical issues, with respect to the Project, known to Seller has made that would impede the generation, issuance and Delivery of RECs or that such Deliverytechnical issues have been resolved by Seller, or (iii) Delivers at least one (1) REC from the Project to Buyer’s PJM EIS GATS account or M-RETS account. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicablethat: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by Seller due to the failure occurrence of Seller to comply with the provisions set forth in (i) and/or (ii) such Event of this Section 3(g), Default; (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, penalty; and (D) the remedy remedies specified in this Section 3(g) 6 shall be Buyer’s sole and exclusive remedy in such Event of Default and, for Default. All RECs designated to be Delivered pursuant to the avoidance doubt, neither Buyer nor Seller Standing Order shall be entitled Delivered to any Termination Buyer commencing from the date such Standing Order is established through the end of the Delivery Term. After Energization, once annually on or prior to November 15 following a Delivery Year, the IPA shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment under Amount for such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for Delivery Year as follows: The IPA shall calculate the Delivery Year Average Subscription Rate. To obtain the Delivery Year Average Subscription Rate, the subscription percentage will be calculated first as a daily average, then averaged over the Delivery Year. This daily average will be based on subscription start and end dates comprised of the day a subscription start or end request was submitted to the utility, as entered in which the REC Annual Report. The True-Up Payment Amount reflects the monetary amount that Buyer has paid or would have paid for RECs Delivered during such RECs were Delivered.
(i) Any RECs generated by Delivery Year that are not attributable to Subscribed shares of the Project in excess and shall equal the multiplicative product of: (A) the Purchase Price and (B) the positive difference between (X) number of RECs Delivered during such Delivery Year and (Y) multiplicative product of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess Average Subscription Rate and total RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified issued by Tracking System PJM EIS GATS or M-RETSRETS for the Project during such period, and rounded down to the nearest REC, if (X) exceeds (Y). For avoidance of doubt, the True-Up Payment Amount for a Delivery Year shall be zero if (X) is equal to or less than (Y) in the foregoing calculation. Further, for purposes of calculating a True-Up Payment Amount, the calculations for (X) and (Y) shall be based on RECs Delivered and RECs issued, respectively, during the same period, which could be a partial Delivery Year. If the initial REC Delivery did not occur on June 1, then the first partial Delivery Year shall be the period commencing the date the first REC is Delivered pursuant to the Standing Order through May 31 of such Delivery Year when the first REC was Delivered; and the last partial Delivery Year shall be the period commencing June 1 preceding the conclusion of the Delivery Term through the last day of the Delivery Term. At the end of the foregoing process, the IPA shall inform Buyer and Seller of the True-Up Payment Amount for such Delivery Year. The Parties agree that Buyer shall apply a true-up payment adjustment to one or more future payments based on the True-Up Payment Amount. If final payment due under this REC Contract has been made or if a portion of the True-Up Payment Amount remains outstanding after the true-up payment adjustment has been applied to the final payment, then Seller shall be responsible for any remaining balance due after the true-up payment adjustment and Seller shall return to Buyer such outstanding portion of the True-Up Payment Amount within twenty (20) Business Days of written notice from Buyer to Seller. If Seller fails to remit full payment to Buyer within the said period, then Buyer may draw on Seller’s Performance Assurance for this purpose up to the portion of the True-Up Payment Amount that remains outstanding after the said period.
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 3.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement10.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1Project by May 31, 2021 2025 shall constitute an Event of Default and such failure shall not be unless (i) excused by Force MajeureMajeure or (ii) Seller has posted Performance Assurance to satisfy the Increased Collateral Requirement by May 31, 2025; in the case of (ii), the deadline shall be deemed automatically extended to May 31, 2027 for the Delivery of at least one (1) REC from the Project. If the deadline for the Delivery of one (1) REC from the Project has been extended to May 31, 2027, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such extended deadline shall constitute an Event of Default. Upon the occurrence of such Event Events of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension of the deadline to May 31, 2027 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline of May 31, 2027. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d5.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment under such circumstance.
. If ▇▇▇▇▇▇’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (e730) consecutive days, then Buyer may terminate this Agreement. Each thirty (30) day period within the Suspension Period shall extend the Acceptable Vintage Period by a Vintage month such that a Suspension Period between one (1) and thirty (30) days shall extend the Acceptable Vintage Period by one (1) Vintage month and each subsequent thirty (30) day periods in the Suspension Period shall extend the Acceptable Vintage Period by a corresponding Vintage month..2 No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination. Prior to the deadline set forth in Section 5.1(c) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Seller shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet5.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) . In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in for a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during Default. For avoidance of doubt, RECs Delivered to meet a Delivery Year Requirement are accounted based on the pendency of suspension Vintage of the REC Contract pursuant RECs and not when the RECs are Delivered. For example, only RECs associated with the Vintages of June 2025 through May 2026 can be used to Section 2.2 of meet the Master REC Agreement.
(g) Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026. As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement10.2(j), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet5.1(f). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g5.1(g), (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(g5.1(g) 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 Termination Payment calculated pursuant to Section 10.4 under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller mayFor avoidance of doubt, at its sole discretion, Deliver such Excess RECs cannot be applied to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in and are not be eligible for payment by Buyer under any circumstance. In the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to event that Excess RECs are as set forth in this section and no further actions are required in order for Seller Delivered to retain andBuyer, at Seller’s sole discretion, utilize Buyer shall use commercially reasonable efforts to reject such Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETSRECs.
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date last day of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date Delivery Term or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement9.2(f), Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(d) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Prior to the deadline set forth in Section 4.1(d) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(f) Seller shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(fg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract Agreement pursuant to Section 2.2 5.4 of the Master REC Agreement.
(gh) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement9.2(i), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(g). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(h), (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(g4.1(h) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance.
(hi) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(ij) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement5.2), in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day The Delivery of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from is expected to occur to the Buyer’s PJM EIS GATS account or M-RETS account, as applicable, within ninety (90) days of when the Project is Energized. If Seller fails to Deliver at least (1) one REC by June the date that is ninety (90) days of when the Project is Energized, Seller must provide to Buyer a written certification within sixty (60) days of such deadline to Deliver at least
(1) one REC confirming that there are no technical issues, 2021 shall constitute with respect to the Project, known to Seller that would impede the generation, issuance and Delivery of RECs or that such technical issues have been resolved by Seller. If Seller fails to provide such written certification within sixty (60) days of such deadline to Deliver at least (1) one REC, then an Event of Default and such failure shall not be excused by Force Majeuredeemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstratesSeller, within such five twenty (520) Business Day period and period, (i) demonstrates to the satisfaction of Buyer in its sole discretionreasonable discretion that such Event of Default has not occurred, or (ii) provides such written certification confirming that there are no technical issues, with respect to the Project, known to Seller has made that would impede the generation, issuance and Delivery of RECs or that such Deliverytechnical issues have been resolved by Seller, or (iii) Delivers at least one (1) REC from the Project to Buyer’s PJM EIS GATS account or M- RETS account. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicablethat: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by Seller due to the failure occurrence of Seller to comply with the provisions set forth in (i) and/or (ii) such Event of this Section 3(g), Default; (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, penalty; and (D) the remedy remedies specified in this Section 3(g) 6 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 Termination Payment under such circumstanceDefault.
(hb) All RECs designated to be Delivered by Seller under this REC Contract must allow pursuant to the Standing Order shall be Delivered to Buyer to meet its obligations under commencing from the Applicable Program for date such Standing Order is established through the end of the Delivery Term.
(c) After the first REC Delivery, once annually on or prior to November 15 following a Delivery Year, the IPA shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment Amount for such Delivery Year in which such RECs were Delivered.as follows:
(i) Any The IPA shall calculate the Delivery Year Average Subscription Rate. To obtain the Delivery Year Average Subscription Rate, the subscription percentage will be calculated first as a daily average, then averaged over the period in the Delivery Year within the Delivery Term. This daily average will be based on subscription start and end dates comprised of the day a subscription start or end request was submitted to the utility, as entered in the REC Annual Report.
(ii) The True-Up Payment Amount reflects the monetary amount that Buyer has paid or would have paid for RECs generated by Delivered during such Delivery Year that are not attributable to Subscribed shares of the Project in excess Project. For the first ten (10) Delivery Years, the True-Up Payment Amount shall equal the multiplicative product of: (A) the Purchase Price and (B) the positive difference between (X) number of RECs Delivered during such Delivery Year and (Y) multiplicative product of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess Average Subscription Rate and total RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified issued by Tracking System PJM EIS GATS or M-RETSM- RETS for the Project during such period, and rounded down to the nearest REC, if
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 2019the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 2021the date that is three (3) years after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be beunless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, 2021the date that is three (3) years after the Commission Bid Approval Date,
(ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance. If ▇▇▇▇▇▇’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS,
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day The Delivery of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from is expected to occur to the Buyer’s PJM EIS GATS account or M-RETS account, as applicable, within ninety (90) days of when the Project by is Energized, but in no event earlier than June 1, 2021 shall constitute 2020. If Seller fails to Deliver at least (1) one REC by the date that is ninety (90) days of when the Project is Energized, Seller must provide to Buyer and the IPA a written certification within sixty (60) days of such deadline to Deliver at least (1) one REC confirming that there are no technical issues, with respect to the Project, known to Seller that would impede the generation, issuance and Delivery of RECs or that such technical issues have been resolved by Seller. If Seller fails to provide such written certification within sixty (60) days of such deadline to Deliver at least (1) one REC, then an Event of Default and such failure shall not be excused by Force Majeuredeemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstratesSeller, within such five twenty (520) Business Day period and period, (i) demonstrates to the satisfaction of Buyer and the IPA in its sole discretiontheir reasonable discretion that such Event of Default has not occurred, or (ii) provides such written certification confirming that there are no technical issues, with respect to the Project, known to Seller has made that would impede the generation, issuance and Delivery of RECs or that such Deliverytechnical issues have been resolved by Seller, or (iii) Delivers at least one
(1) REC from the Project to Buyer’s PJM EIS GATS account or M-RETS account. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicablethat: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by Seller due to the failure occurrence of Seller to comply with the provisions set forth in (i) and/or (ii) such Event of this Section 3(g), Default; (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, penalty; and (D) the remedy remedies specified in this Section 3(g) 6 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 Termination Payment under such circumstanceDefault.
(hb) All RECs designated to be Delivered by Seller under this REC Contract must allow pursuant to the Standing Order shall be Delivered to Buyer to meet its obligations under commencing from the Applicable Program for date such Standing Order is established through the end of the Delivery Term.
(c) After Energizationthe first REC Delivery, once annually on or prior to November 15 following a Delivery Year, the IPA shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment Amount for such Delivery Year in which such RECs were Delivered.as follows:
(i) Any The IPA shall calculate the Delivery Year Average Subscription Rate. To obtain the Delivery Year Average Subscription Rate, the subscription percentage will be calculated first as a daily average, then averaged over the period in the Delivery Year within the Delivery Term. This daily average will be based on subscription start and end dates comprised of the day a subscription start or end request was submitted to the utility, as entered in the REC Annual Report.
(ii) The True-Up Payment Amount reflects the monetary amount that Buyer has paid or would have paid for RECs generated by Delivered during such Delivery Year that are not attributable to Subscribed shares of the Project in excess and shall equal the multiplicative product of: (A) the Purchase Price and (B) the positive difference between (X) number of RECs Delivered during such Delivery Year and (Y) multiplicative product of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess Average Subscription Rate and total RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified issued by Tracking System PJM EIS GATS or M-RETSRETS for the Project during such period, and rounded down to the nearest REC, if (X) exceeds (Y). For avoidance of doubt, the True-Up Payment Amount for a Delivery Year shall be zero if (X) is equal to or less than (Y) in the foregoing calculation. Further, for purposes of calculating a True-Up Payment Amount, the calculations for (X) and (Y) shall be based on RECs Delivered and RECs issued, respectively, during the same period, which could be a partial Delivery Year. If the initial REC Delivery did not occur on June 1, then the first partial Delivery Year shall be the period commencing the date the first REC is Delivered pursuant to the Standing Orderfirst day of the Delivery Term through May 31 of such Delivery Year when the first REC was Delivered; and the last partial Delivery Year shall be the period commencing June 1 preceding the conclusion of the Delivery Term through the last day of the Delivery Term.
(iii) At the end of the foregoing process, the IPA shall inform Buyer and Seller of the True-Up Payment Amount for such Delivery Year. Exhibit H to this REC Contract contains illustrative examples of the calculation of the True-Up Payment Amount as provided in Sections 6(c)(i)-(ii) above.
(d) TheAfter the first REC Delivery, for each Delivery Year for which a positive True-Up Payment Amount is calculated and due to Buyer, the Parties agree that Buyer shall apply a true-up payment adjustment to one or more future payments based on the True-Up Payment Amount. If final payment due under this REC Contract has been made or if a portion of the True-Up Payment Amount remains outstanding after the true-up payment adjustment has been applied to the final payment, then Seller shall be responsible for any remaining balance due after the true-up payment adjustment and Seller shall returnpay to Buyer such outstanding portion of the True-Up Payment Amount within twenty (20) Business Days of written notice from Buyer to Seller. If Seller fails to remit full payment to Buyer within the said period, then Buyer may draw on Seller’s Performance Assurance for this purpose up to the portion of the True-Up Payment Amount that remains outstanding after the said period.
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered to Buyer from Seller under this Agreement shall be associated with electric energy generated by the Project. For avoidance of doubt, with respect to a Project co-located with an energy storage facility, the RECs Delivered shall be associated with energy generated exclusively from the Project as measured by the Project’s Revenue Quality Meter and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(cb) Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 2.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(dc) As specified in Section 5.1(i) of the Master REC Agreement9.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2027 or extended deadline pursuant to Section 2.4 or Section 10.1 shall constitute an Event of Default and Default. If the deadline for the Delivery of one (1) REC from the Project has been extended pursuant to Section 2.4 or Section 10.1, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such failure extended deadline shall not be excused by Force Majeureconstitute an Event of Default. Upon the occurrence of such Event Events of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 2.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 2.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(c)4.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date Datelast day of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date Delivery Term or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement9.2(f), Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(d) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Prior to the deadline set forth in Section 4.1(d) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(f) Seller willshall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(fg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract Agreement pursuant to Section 2.2 5.4 of the Master REC Agreement.
(gh) As specified in Section 5.1(b9.2(h) and Section 5.1(k) of the Master REC Agreement9.2(i), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(g). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(h), (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(g4.1(h) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance.
(hi) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(ij) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement5.2), in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. If the Standing Order is for the recurring transfer of only a portion of the RECs from the Project, Seller may Deliver any Excess RECs to Buyer via a manual transfer of RECs in PJM EIS GATS or M-RETS. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day The Delivery of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from is expected to occur to the Buyer’s PJM EIS GATS account or M-RETS account, as applicable, within ninety (90) days of when the Project is Energized. If Seller fails to Deliver at least (1) one REC by June the date that is ninety (90) days of when the Project is Energized, Seller must provide to Buyer a written certification within sixty (60) days of such deadline to Deliver at least
(1) one REC confirming that there are no technical issues, 2021 shall constitute with respect to the Project, known to Seller that would impede the generation, issuance and Delivery of RECs or that such technical issues have been resolved by Seller. If Seller fails to provide such written certification within sixty (60) days of such deadline to Deliver at least (1) one REC, then an Event of Default and such failure shall not be excused by Force Majeuredeemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstratesSeller, within such five twenty (520) Business Day period and period, (i) demonstrates to the satisfaction of Buyer in its sole discretionreasonable discretion that such Event of Default has not occurred, or (ii) provides such written certification confirming that there are no technical issues, with respect to the Project, known to Seller has made that would impede the generation, issuance and Delivery of RECs or that such Deliverytechnical issues have been resolved by Seller, or (iii) Delivers at least one (1) REC from the Project to Buyer’s PJM EIS GATS account or M- RETS account. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicablethat: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by Seller due to the failure occurrence of Seller to comply with the provisions set forth in (i) and/or (ii) such Event of this Section 3(g), Default; (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, penalty; and (D) the remedy remedies specified in this Section 3(g) 6 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 Termination Payment under such circumstanceDefault.
(hb) All RECs designated to be Delivered by Seller under this REC Contract must allow pursuant to the Standing Order shall be Delivered to Buyer to meet its obligations under commencing from the Applicable Program for date such Standing Order is established through the end of the Delivery Term.
(c) After Energizationthe first REC Delivery, once annually on or prior to November 15 following a Delivery Year, the IPA shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment Amount for such Delivery Year in which such RECs were Delivered.as follows:
(i) Any The IPA shall calculate the Delivery Year Average Subscription Rate. To obtain the Delivery Year Average Subscription Rate, the subscription percentage will be calculated first as a daily average, then averaged over the period in the Delivery Year within the Delivery Term. This daily average will be based on subscription start and end dates comprised of the day a subscription start or end request was submitted to the utility, as entered in the REC Annual Report.
(ii) The True-Up Payment Amount reflects the monetary amount that Buyer has paid or would have paid for RECs generated by Delivered during such Delivery Year that are not attributable to Subscribed shares of the Project in excess Project. For the first ten (10) Delivery Years, the True-Up Payment Amount shall equal the multiplicative product of: (A) the Purchase Price and (B) the positive difference between (X) number of RECs Delivered during such Delivery Year and (Y) multiplicative product of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess Average Subscription Rate and total RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified issued by Tracking System PJM EIS GATS or M-RETSM- RETS for the Project during such period, and rounded down to the nearest REC, if
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date last day of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Delivery Term or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement9.2(f), Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(d) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Prior to the deadline set forth in Section 4.1(d) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(f) Seller shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(fg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract Agreement pursuant to Section 2.2 5.4 of the Master REC Agreement.
(gh) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement9.2(i), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(g). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(h), (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(g4.1(h) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance.
(hi) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(ij) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement5.2), in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) All RECs Delivered to Buyer from Seller under this Agreement shall be permitted associated with electric energy generated by the Project. For avoidance of doubt, with respect to Deliver RECs from a Project co-located with an energy storage facility, the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be associated with energy generated exclusively from the Project as measured by the Project’s Revenue Quality Meter and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 3.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement10.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2027 or extended deadline pursuant to Section 3.4 or Section 11.1 shall constitute an Event of Default and Default. If the deadline for the Delivery of one (1) REC from the Project has been extended pursuant to Section 3.4 or Section 11.1, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such failure extended deadline shall not be excused by Force Majeureconstitute an Event of Default. Upon the occurrence of such Event Events of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 3.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 3.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d5.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.
. Prior to the deadline set forth in Section 5.1(c) for the Delivery of one (e1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within twenty (20) Business Days of the later of: (i) ▇▇▇▇▇’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Seller shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet5.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (Agreement, such Delivery Year shall be deemed a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement for a Delivery Year shall be deemed the “Shortfall Amount” accordingly. Notwithstanding the foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount. Further, in a no event shall RECs eligible for payment exceed the Maximum Contract Quantity. If in the last Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other Requirement is greater than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred the quantity of RECs to another party if Seller’s performance is prevented by an action meet the Maximum Contract Quantity, then the Delivery Year Requirement for the last Delivery Year shall be reduced to be the greatest quantity of RECs that would not cause the Maximum Contract Quantity to be exceeded. In the event that RECs are Delivered to Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension in excess of the REC Maximum Contract Quantity, such RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement.
(g) 3.3(f). As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement10.2(j), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer ▇▇▇▇▇ to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion that such event has not occurredoccurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g5.1(g), (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(g5.1(g) 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 Termination Payment Settlement Amount calculated pursuant to Section 10.4 under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller mayFor avoidance of doubt, at its sole discretion, Deliver such Excess RECs cannot be applied to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, and are not eligible for payment by Buyer except as provided in Section 3.3(f)(ii). In the last Delivery Year, above event that the applicable Delivery Year Requirement (subject for a Delivery Year has been met and Excess RECs are Delivered to the payment cap set forth in Buyer such Excess RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement3.3(f), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect RECs Delivered to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy meet a subsequent Delivery Year Requirement hereunderare accounted based on the Vintage of the RECs and not when the RECs are Delivered. Table 1 Project Information Class For example, RECs associated with the Vintages of ResourceJune 2025 through May 2026 shall be used to meet the Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026. PAYMENT AND INVOICING Invoicing. During the Term of this Agreement, Seller shall render to Buyer an invoice for RECs by electronic mail on or before the tenth (10th) day of the month immediately following each Delivery Month8 (“Invoice Due Date”) in which RECs are Delivered, as may be extended pursuant to Section 6.2 below. For avoidance of doubt, Seller shall invoice Buyer regardless of whether the REC Monthly Price is positive or negative. Notwithstanding, and subject to the foregoing, Seller may request that Buyer issue an invoice to Seller if the REC Monthly Price is positive for documentary purposes. If Seller fails to render an invoice for a Delivery Month by the Invoice Due Date, no payment will be processed for that Delivery Month if payment is due Seller from Buyer, provided that if the invoice for the last Delivery Month under this Agreement is delivered after the Invoice Due Date, but prior to that date that is six (6) months after such Invoice Due Date, such invoice will be processed within thirty (30) calendar days after receipt by Buyer. For any amounts included in late invoices, those amounts shall be eligible to be submitted by including such amounts as additional line items in the following Delivery Month’s invoice for subsequent payment. If in a Delivery Month, RECs that are Delivered are from different Vintages, then Seller shall render to Buyer one (1) invoice for all Vintages of RECs Delivered in the Delivery Month. The invoice shall specify separately for each Vintage of RECs Delivered in the Delivery Month: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity the Delivery Month in which the REC Deliveries were made; the applicable REC Monthly Price(s); the quantity of RECs Maximum Contract Quantity Delivered by Vintage; the invoice amount to be paid; Excess RECs Delivered in the Delivery Month to be returned to Seller (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by if the Delivery Year Requirement has been met); and the Tracking System PJM EIS GATS or M-RETSunit ID for the Project. Buyer shall not be obligated to pay any invoice that is delivered more than six (6) months after the end of the Term of this Agreement.
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 2019the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 shall constitute an Event of Default and such failure shall not be excused by Force Majeure. Upon the occurrence of such EventMay 31, 2021 shall constitute an Event of Default unless (i) excused by Force Majeure or (ii) Seller has posted Performance Assurance to satisfy the Increased Collateral Requirement by May 31, 2021; in the case of (ii), the deadline shall be deemed automatically extended to May 31, 2022 for the Delivery of at least one (1) REC from the Project. If the deadline for the Delivery of one (1) REC from the Project has been extended to May 31, 2022, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such extended deadline shall constitute an Event of Default. Upon the occurrence of such Events of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event Eventposted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension of the deadline to May 31, 2022 or Seller has made such Delivery by the deadline or the extended deadline, as applicable. For such Events of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. or the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline of May 31, 2022. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 20212021the deadline or extended deadline, as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) shall be Buyer’s sole and exclusive remedy in such Event EventEvents of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS,
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) All RECs Delivered to Buyer from Seller under this Agreement shall be permitted associated with electric energy generated by the Project. For avoidance of doubt, with respect to Deliver RECs from a Project co-located with an energy storage facility, the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be associated with energy generated exclusively from the ProjectProject and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 3.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement10.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2025 or extended deadline pursuant to Section 3.4 shall constitute an Event of Default and If the deadline for the Delivery of one (1) REC from the Project has been extended pursuant to Section 3.4, Seller’s failure to maintain Performance Assurance to satisfy the Increased Collateral Requirement or to Deliver at least one (1) REC from the Project by such failure extended deadline shall not be excused by Force Majeureconstitute an Event of Default. Upon the occurrence of such Event Events of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 3.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 3.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d5.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment under such circumstance.
. Prior to the deadline set forth in Section 5.1(c) for the Delivery of one (e1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Seller shall Deliver to Buyer, subject to Section 3(a5.1(a) of this Cover Sheetand Section 5.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in for a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during Default. Notwithstanding the pendency foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount. For avoidance of suspension doubt, RECs Delivered to meet a Delivery Year Requirement are accounted for based on the Vintage of the REC Contract pursuant RECs and not when the RECs are Delivered. For example, only RECs associated with the Vintages of June 2025 through May 2026 can be used to Section 2.2 of meet the Master REC Agreement.
(g) Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026. As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement10.2(j), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet5.1(f). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g5.1(g), (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(g5.1(g) 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 Termination Payment calculated pursuant to Section 10.4 under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller mayFor avoidance of doubt, at its sole discretion, Deliver such Excess RECs cannot be applied to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in and are not eligible for payment by Buyer under any circumstance. In the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to event that Excess RECs are as set forth in this section and no further actions are required in order for Delivered to Buyer, Seller provide written notice to retain and, at Buyer informing of such transfer within sixty (60) days of such transfer. Buyer shall return any Excess RECs within sixty (60) days of receipt of Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇timely submitted notice; provided that ▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity has not retired Excess RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETSpursuant to Section 3.1(d).
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance. If ▇▇▇▇▇▇’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS,
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date last day of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement9.2(f), Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(d) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Prior to the deadline set forth in Section 4.1(d) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(f) Seller shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(fg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract Agreement pursuant to Section 2.2 5.4 of the Master REC Agreement.
(gh) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement9.2(i), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(g). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(h), (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(g4.1(h) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance.
(hi) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(ij) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement5.2), in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) All RECs Delivered to Buyer from Seller under this Agreement shall be permitted associated with electric energy generated by the Project. For avoidance of doubt, with respect to Deliver RECs from a Project co-located with an energy storage facility, the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be associated with energy generated exclusively from the Project as measured by the Project’s Revenue Quality Meter and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 3.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement10.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2027 or extended deadline pursuant to Section 3.4 or Section 11.1 shall constitute an Event of Default and such failure shall not be excused by Force MajeureDefault. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 3.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 3.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d5.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.
circumstance.4 Prior to the deadline set forth in Section 5.1(c) for the Delivery of one (e1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within twenty (20) Business Days of the later of: (i) ▇▇▇▇▇’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Seller shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet5.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (Agreement, such Delivery Year shall be deemed a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement for a Delivery Year shall be deemed the “Shortfall Amount” accordingly. Notwithstanding the foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount. Further, in a no event shall RECs eligible for payment exceed the Maximum Contract Quantity. If in the last Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other Requirement is greater than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred the quantity of RECs to another party if Seller’s performance is prevented by an action meet the Maximum Contract Quantity, then the Delivery Year Requirement for the last Delivery Year shall be reduced to be the greatest quantity of RECs that would not cause the Maximum Contract Quantity to be exceeded. In the event that RECs are Delivered to Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension in excess of the REC Maximum Contract Quantity, such RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement.
(g) 3.3(f). As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement10.2(k), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer ▇▇▇▇▇ to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion that such event has not occurredoccurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g5.1(g), (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(g5.1(g) 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 Termination Payment Settlement Amount calculated pursuant to Section 10.4 under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller mayFor avoidance of doubt, at its sole discretion, Deliver such Excess RECs cannot be applied to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, and are not eligible for payment by Buyer except as provided in Section 3.3(f)(ii). In the last Delivery Year, above event that the applicable Delivery Year Requirement (subject for a Delivery Year has been met and Excess RECs are Delivered to the payment cap set forth in Buyer such Excess RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement3.3(f), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect RECs Delivered to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy meet a subsequent Delivery Year Requirement hereunderare accounted based on the Vintage of the RECs and not when the RECs are Delivered. Table 1 Project Information Class For example, RECs associated with the Vintages of ResourceJune 2025 through May 2026 shall be used to meet the Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026. PAYMENT AND INVOICING Invoicing. During the Term of this Agreement, Seller shall render to Buyer an invoice for RECs by electronic mail on or before the tenth (10th) day of the month immediately following each Delivery Month5 (“Invoice Due Date”) in which RECs are Delivered, as may be extended pursuant to Section 6.2 below. For avoidance of doubt, Seller shall invoice Buyer regardless of whether the REC Monthly Price is positive or negative. Notwithstanding, and subject to the foregoing, Seller may request that Buyer issue an invoice to Seller if the REC Monthly Price is positive for documentary purposes. If Seller fails to render an invoice for a Delivery Month by the Invoice Due Date, no payment will be processed for that Delivery Month if payment is due Seller from Buyer, provided that if the invoice for the last Delivery Month under this Agreement is delivered after the Invoice Due Date, but prior to that date that is six (6) months after such Invoice Due Date, such invoice will be processed within thirty (30) calendar days after receipt by Buyer. For any amounts included in late invoices, those amounts shall be eligible to be submitted by including such amounts as additional line items in the following Delivery Month’s invoice for subsequent payment. If in a Delivery Month, RECs that are Delivered are from different Vintages, then Seller shall render to Buyer one (1) invoice for all Vintages of RECs Delivered in the Delivery Month. The invoice shall specify separately for each Vintage of RECs Delivered in the Delivery Month: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity the Delivery Month in which the REC Deliveries were made; the applicable REC Monthly Price(s); the quantity of RECs Maximum Contract Quantity Delivered by Vintage; the invoice amount to be paid; Excess RECs Delivered in the Delivery Month to be returned to Seller (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by if the Delivery Year Requirement has been met); and the Tracking System PJM EIS GATS or M-RETSunit ID for the Project. Buyer shall not be obligated to pay any invoice that is delivered more than six (6) months after the end of the Term of this Agreement.
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity.
(a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(cb) Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 2.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(dc) As specified in Section 5.1(i) 9.2(f), failure of the Master REC Agreement, Commercial Operation Date to occur by the Latest Scheduled COD or extended deadline pursuant to Section 2.4 or Seller’s failure to Deliver at least one (1) REC from the Project by June 1the Initial REC Delivery Deadline or extended deadline pursuant to Section 2.5, 2021 shall constitute an Event of Default and such failure shall not be excused by Force MajeureDefault. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller such Event of Default has made such Deliverynot occurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure such Event of Seller to Deliver at least one (1) REC from the Project by June 1, 2021Default, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.
(d) Prior to the deadline set forth in Section 4.1(c) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(e) Seller will shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in for a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM PJM-EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: [Ameren Illinois Company and/orCompany] or [Commonwealth Edison Company and/or] [MidAmerican Energy Company]] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during Default. Notwithstanding the pendency foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount. Further, in no event shall RECs eligible for payment exceed the Maximum Contract Quantity. If in the last Delivery Year the Delivery Year Requirement is greater than the quantity of suspension RECs to meet the Maximum Contract Quantity, then the Delivery Year Requirement for the last Delivery Year shall be reduced to be the greatest quantity of RECs that would not cause the Maximum Contract Quantity to be exceeded. In the event that RECs are Delivered to Buyer in excess of the REC Maximum Contract Quantity, such RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement2.3(f).
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement9.2(h), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(f). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion that such event has not occurredoccurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(g), (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(g4.1(g) 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 Termination Payment Settlement Amount calculated pursuant to Section 9.4 under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement5.2), in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. Should Seller elect not to Deliver Excess RECs from a prior Delivery Year to Buyer during a subsequent Delivery Year for which there is a Shortfall Amount and such Delivery Year is not the last Delivery Year, then Seller may not transfer Excess RECs in the last Delivery Year to cover such Shortfall Amounts. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class In the event that the Delivery Year Requirement for a Delivery Year has been met and Excess RECs are Delivered to Buyer, such Excess RECs shall be disposed pursuant to Section 2.3(f).
(j) For avoidance of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity doubt, RECs Maximum Contract Quantity Delivered to meet a Delivery Year Requirement are accounted based on the Vintage of the RECs (i.e.and not when the RECs are Delivered. For example, Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETSRECs associated with the Vintages of June 2025 through May 2026 shall be used to meet the Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026; and in the event RECs associated with the Vintages of June 2025 through May 2026 are insufficient to meet the Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026, then Excess RECs from prior Delivery Years may be used to satisfy the Shortfall Amount for such Delivery Year.
Appears in 1 contract
Sources: Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day The Delivery of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from is expected to occur to the Buyer’s PJM EIS GATS account or M-RETS account, as applicable, within ninety (90) days of when the Project is Energized. If Seller fails to Deliver at least (1) one REC by June the date that is ninety (90) days of when the Project is Energized, Seller must provide to Buyer a written certification within sixty (60) days of such deadline to Deliver at least (1) one REC confirming that there are no technical issues, 2021 shall constitute with respect to the Project, known to Seller that would impede the generation, issuance and Delivery of RECs or that such technical issues have been resolved by Seller. If Seller fails to provide such written certification within sixty (60) days of such deadline to Deliver at least (1) one REC, then an Event of Default and such failure shall not be excused by Force Majeuredeemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstratesSeller, within such five twenty (520) Business Day period and period, (i) demonstrates to the satisfaction of Buyer in its sole discretionreasonable discretion that such Event of Default has not occurred, or (ii) provides such written certification confirming that there are no technical issues, with respect to the Project, known to Seller has made that would impede the generation, issuance and Delivery of RECs or that such Deliverytechnical issues have been resolved by Seller, or (iii) Delivers at least one (1) REC from the Project to Buyer’s PJM EIS GATS account or M-RETS account. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicablethat: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by Seller due to the failure occurrence of Seller to comply with the provisions set forth in (i) and/or (ii) such Event of this Section 3(g), Default; (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, penalty; and (D) the remedy remedies specified in this Section 3(g) 6 shall be Buyer’s sole and exclusive remedy in such Event of Default and, for Default. All RECs designated to be Delivered pursuant to the avoidance doubt, neither Buyer nor Seller Standing Order shall be entitled Delivered to any Termination Buyer commencing from the date such Standing Order is established through the end of the Delivery Term. After Energization, once annually on or prior to November 15 following a Delivery Year, the IPA shall review the performance of the REC deliveries made during such Delivery Year, using information provided in the REC Annual Report submitted pursuant to Section 10(c) of the Cover Sheet, and determine the True-Up Payment under Amount for such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for Delivery Year as follows: The IPA shall calculate the Delivery Year Average Subscription Rate. To obtain the Delivery Year Average Subscription Rate, the subscription percentage will be calculated first as a daily average, then averaged over the Delivery Year. This daily average will be based on subscription start and end dates comprised of the day a subscription start or end request was submitted to the utility, as entered in which the REC Annual Report. The True-Up Payment Amount reflects the monetary amount that Buyer has paid or would have paid for RECs Delivered during such Delivery Year that are not attributable to Subscribed shares of the Project. For the first ten (10) Delivery Years, the True-Up Payment Amount shall equal the multiplicative product of: (A) the Purchase Price and (B) the positive difference between (X) number of RECs were Delivered.
Delivered during such Delivery Year and (iY) Any RECs generated by the Project in excess multiplicative product of the Delivery Year Requirement in any Average Subscription Rate and total RECs issued by PJM EIS GATS or M-RETS for the Project during such period, and rounded down to the nearest REC, if (X) exceeds (Y). (For avoidance of doubt, the True-Up Payment Amount for a Delivery Year within the first ten (10) Delivery Years shall be zero if (X) is equal to or less than (Y) in the foregoing calculation.) For each subsequent Delivery Year starting with the eleventh (11th) Delivery Year, the True-Up Payment Amount shall equal the multiplicative product of: (A) the Purchase Price and (B) the difference between (J) the number of Expected Delivery Year Pre-Paid RECs associated with such Delivery Year and (K) the lesser of (1) number of RECs Delivered during such Delivery Year and (2) multiplicative product of the Delivery Year Average Subscription Rate and total RECs issued by PJM EIS GATS or M-RETS for the Project during such period, and rounded down to the nearest REC, where such True-Up Payment Amount is due to Seller if (K) exceeds (J) and is due to Buyer if (J) exceeds (K). Further, for purposes of calculating a True-Up Payment Amount, the calculations for (X) and (Y) as well as for (J) and (K) shall be based on RECs Delivered (or Expected Delivery Year Pre-Paid RECs) and RECs issued, respectively, during the same period, which could be a partial Delivery Year. If the initial REC Delivery did not occur on June 1, then the first partial Delivery Year shall be the period commencing the date the first REC is Delivered pursuant to the Standing Order through May 31 of such Delivery Year when the first REC was Delivered; and the last partial Delivery Year shall be the period commencing June 1 preceding the conclusion of the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in through the last day of the Delivery Term. At the end of the foregoing process, the IPA shall inform Buyer and Seller of the True-Up Payment Amount for such Delivery Year. For each of the first ten (10) Delivery Years for which a positive True-Up Payment Amount is calculated and due to Buyer, the Parties agree that Buyer shall apply a true-up payment adjustment to one or more future payments based on the True-Up Payment Amount for such Delivery Year. For Delivery Years subsequent to the 10th Delivery Year, above if a True-Up Payment Amount is due to Buyer, then Seller shall pay to Buyer such True-Up Payment Amount within twenty (20) Business Days of written notice from Buyer to Seller. If Seller fails to remit full payment to Buyer within the applicable Delivery Year Requirement (subject said period, then Buyer may draw on Seller’s Performance Assurance for this purpose up to the payment cap set forth in True-Up Payment Amount. For Delivery Years subsequent to the 10th Delivery Year, if a True-Up Payment Amount is due to Seller, then Seller shall invoice Buyer and Buyer shall pay Seller pursuant to Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) . All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) . As specified in Section 5.1(i) of the Master REC Agreement1.1(f), Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(d) 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 Termination Payment under such circumstance.
. If ▇▇▇▇▇▇’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (e730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination. Prior to the deadline set forth in Section 4.1(d) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) ▇▇▇▇▇’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement. Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) . In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract Agreement pursuant to Section 2.2 5.4 of the Master REC Agreement.
(g) . As specified in Section 5.1(b1.1(h) and Section 5.1(k) of the Master REC Agreement1.1(i), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(g). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(h), (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(g4.1(h) 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 Termination Payment under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), 5.2 in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. If the Standing Order is for the recurring transfer of only a portion of the RECs from the Project, Seller may Deliver any Excess RECs to Buyer via a manual transfer of RECs in PJM EIS GATS or M-RETS. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Prior to the deadline set forth in Section 3(d) of this Cover Sheet for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this REC Contract within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(f) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(fg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(gh) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f3(g) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g3(h), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS,
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date last day of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC ContractAgreement.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 the Commission Bid Approval Date or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement9.2(f), Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date shall constitute an Event of Default and such failure shall not be unless excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021the date that is one thousand one hundred eighty-five (1,185) days after the Commission Bid Approval Date, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d4.1(d) 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 Termination Payment calculated pursuant to Section 9.4 under such circumstance. If Seller’s failure is excused by Force Majeure and the Suspension Period continues for more than seven hundred thirty (730) consecutive days, then Buyer may terminate this Agreement. No Settlement Amount or Termination Payment shall be due from or to either party as a result of any such termination.
(e) Prior to the deadline set forth in Section 4.1(d) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this Agreement within five (5) Business Days of the later of: (i) Buyer’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement.
(f) Seller will shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet4.1(a), the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty percent (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A F for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(fg) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract Agreement (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract Agreement pursuant to Section 2.2 5.4 of the Master REC Agreement.
(gh) As specified in Section 5.1(b9.2(h) and Section 5.1(k) of the Master REC Agreement9.2(i), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
or (ii) Seller breaches its representation under Section 3(f) of this Cover Sheet4.1(g). Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract Agreement five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g4.1(h), (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(g4.1(h) 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 Termination Payment under such circumstance.c alculated
(hi) All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(ij) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement5.2), in each case so long as such RECs satisfy all applicable requirements of this REC ContractAgreement. If the Standing Order is for the recurring transfer of only a portion of the RECs from the Project, Seller may D eliver any Excess RECs to Buyer via a manual transfer of RECs in PJM EIS GATS or M-RETS. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS.
Appears in 1 contract
Sources: Master Renewable Energy Credit Purchase and Sale Agreement
Deliveries and Quantity. (a) All RECs Delivered to Buyer from Seller under this Agreement shall be permitted associated with electric energy generated by the Project. For avoidance of doubt, with respect to Deliver RECs from a Project co-located with an energy storage facility, the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be associated with energy generated exclusively from the Project as measured by the Project’s Revenue Quality Meter and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 3.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement10.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2028 or extended deadline pursuant to Section 3.4 or Section 11.1 shall constitute an Event of Default and such failure shall not be excused by Force MajeureDefault. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 3.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 3.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d5.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.4 Prior to the deadline set forth in Section 5.1(c) for the Delivery of one (1) REC from the Project, if the Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within twenty (20) Business Days of the later of: (i) ▇▇▇▇▇’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. For avoidance of doubt, the actions taken under this Section 5.1(d) are not an Event of Default and upon termination of the Agreement, neither Buyer nor Seller shall be entitled to any Settlement Amount under such circumstance.
(e) . Seller will shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet5.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (Agreement, such Delivery Year shall be deemed a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement for a Delivery Year shall be deemed the “Shortfall Amount” accordingly. Notwithstanding the foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first full Delivery Year shall be excused and the failure to meet any Delivery Year Requirement through the first full Delivery Year shall not constitute a Shortfall Amount. Further, in a no event shall RECs eligible for payment exceed the Maximum Contract Quantity. If in the last Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other Requirement is greater than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred the quantity of RECs to another party if Seller’s performance is prevented by an action meet the Maximum Contract Quantity, then the Delivery Year Requirement for the last Delivery Year shall be reduced to be the greatest quantity of RECs that would not cause the Maximum Contract Quantity to be exceeded. In the event that RECs are Delivered to Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension in excess of the REC Maximum Contract Quantity, such RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement.
(g) 3.3(f). As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement10.2(k), an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years Years, as such sum may be adjusted pursuant to Section 5.1(k), equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer ▇▇▇▇▇ to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion that such event has not occurredoccurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g5.1(g), (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(g5.1(g) 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 Termination Payment Settlement Amount calculated pursuant to Section 10.4 under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to such Excess RECs are as set forth in this section and no further actions are required in order not eligible for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇payment by ▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity except as provided in Section 3.3(f)(ii). In the event that the Delivery Year Requirement for a Delivery Year has been met and Excess RECs Maximum Contract Quantity are Delivered to Buyer such Excess RECs (i.e.shall be disposed pursuant to Section 3.3(f). For avoidance of doubt, Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System RECs Delivered to meet a Delivery Year Requirement are accounted based on the Vintage of the RECs and not when the RECs are Delivered. For example, RECs associated with the Vintages of June 2025 through May 2026 shall be used to meet the Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026. For the sole purposes of reducing Shortfall Amounts incurred in one or more prior Delivery Years, Seller may make a manual transfer of RECs to Buyer’s PJM EIS GATS or M-RETSRETS account, subject to the following: such transfer must occur no earlier than November 1 and no later than December 1 of a Delivery Year and shall be accompanied by written notice from Seller to Buyer that such transfer is for the purpose of reducing prior year Shortfall Amount(s); such RECs may include: (a) RECs that are not associated with the Project Committed Percentage and that are not transferred pursuant to Section 3.3(b)(iii); and (b) RECs that were previously returned by Buyer to Seller pursuant to Section 3.3(f); any RECs retained by ▇▇▇▇▇ at the request of Seller pursuant to Section 3.3(f)(vi) shall be deemed part of this manual transfer for purposes of reducing Shortfall Amounts incurred in one or more prior Delivery Years; such RECs must be generated from the Project and must be associated with a Vintage from the Acceptable Vintage Period; all RECs received pursuant to this Section 5.1(k) shall be for the sole purpose of reducing Shortfall Amounts and shall not be eligible for payment either by Buyer to Seller or by Seller to Buyer; for avoidance of doubt, such RECs are valued at $0; upon receipt of such RECs from Seller or upon receipt of such notice from Seller for Buyer to retain such RECs pursuant to 3.3(f)(vi), Buyer shall credit such REC quantities against Shortfall Amounts, REC for REC, starting with the Shortfall Amounts that incurred earliest, and once applied, such Shortfall Amount(s) shall cease to be a Shortfall Amount under this Agreement, including for purposes of Section 5.1(g) and Section 10.2(k).
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ Buyer starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 shall constitute an Event of Default and such failure shall not be excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇Seller’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) Seller shall be permitted to Deliver RECs from the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be from the Project. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) RECs shall not be eligible for payment by Buyer if Delivered by Seller prior to June 1, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to the first day of the Delivery Term (such RECs, “Ineligible RECs”). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement, Seller’s failure to Deliver at least one (1) REC from the Project by June 1, 2021 shall constitute an Event of Default and such failure shall not be excused by Force Majeure. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion, that Seller has made such Delivery. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1, 2021, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d) 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 Termination Payment under such circumstance.
(e) Seller will Deliver to Buyer, subject to Section 3(a) of this Cover Sheet, the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (such Delivery Year a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement in a Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred RECs to another party if Seller’s performance is prevented by an action of Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension of the REC Contract pursuant to Section 2.2 of the Master REC Agreement.
(g) As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement, an Event of Default shall be deemed to occur if either (i) three (3) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five (5) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five (5) Business Day period and to the satisfaction of Buyer in its sole discretion that such event has not occurred. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g), (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(g) 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 Termination Payment under such circumstance.
(h) All RECs Delivered by Seller under this REC Contract must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in which such RECs were Delivered.
(i) Any RECs generated by the Project in excess of the Delivery Year Requirement in any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to Excess RECs are as set forth in this section and no further actions are required in order for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity RECs Maximum Contract Quantity RECs (i.e., Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System PJM EIS GATS or M-RETS
Appears in 1 contract
Sources: Renewable Energy Credit Agreement
Deliveries and Quantity. (a) All RECs Delivered to Buyer from Seller under this Agreement shall be permitted associated with electric energy generated by the Project. For avoidance of doubt, with respect to Deliver RECs from a Project co-located with an energy storage facility, the Project for payment by ▇▇▇▇▇ starting on the first day of the Delivery Term through the Delivery Date of the last Delivery Month.
(b) All RECs Delivered shall be associated with energy generated exclusively from the Project as measured by the Project’s Revenue Quality Meter and not from any other electric source. Each Delivery shall be deemed a representation by Seller to Buyer that the Product meets the requirements specified in this REC Contract.
(c) Agreement. Seller shall be permitted to Deliver RECs shall not be eligible from the Project for payment by Buyer if Delivered or payment by Seller prior to June 1Seller, 2019 or if such REC(s) are related to generation of electricity that occurred more than two (2) months prior to as applicable, starting on the first day of the Delivery Term (such RECsthrough the last day of the Delivery Term. For avoidance of doubt, “Ineligible RECs”and notwithstanding the foregoing, only RECs associated with electricity generation that occurred within the Acceptable Vintage Period shall be eligible for payment in accordance with Section 3.1(c). Seller shall have no obligation to Buyer with respect to any Ineligible RECs.
(d) As specified in Section 5.1(i) of the Master REC Agreement10.2(g), Seller’s failure to Deliver at least one (1) REC from the Project by June 1May 31, 2021 2029 or extended deadline pursuant to Section 3.4 or Section 11.1 shall constitute an Event of Default and such failure shall not be excused by Force MajeureDefault. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion, that Seller has posted Seller’s Performance Assurance to satisfy the Increased Collateral Requirement required for an extension pursuant to Section 3.4 or Seller has made such DeliveryDelivery by the deadline or the extended deadline, as applicable. For such Event Events of Default, Buyer shall be entitled to payment by Seller (i) in the amount of the Collateral RequirementRequirement if there has been no extension; or (ii) in the amount of the Increased Collateral Requirement if an extension is granted and Seller fails to Deliver at least one (1) REC from the Project by the extended deadline pursuant to Section 3.4. The Parties acknowledge that (i) Buyer shall be damaged by the failure of Seller to Deliver at least one (1) REC from the Project by June 1the deadline or extended deadline, 2021as applicable, (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty, and (iv) the remedy specified in this Section 3(d5.1(c) shall be Buyer’s sole and exclusive remedy in such Event Events of Default and, for the avoidance doubt, neither Buyer nor Seller shall be entitled to any Termination Payment Settlement Amount under such circumstance.6 Prior to the deadline set forth in Section 5.1(c) for the Delivery of one (1) compliant REC from the Project, if the Seller determines that it will not construct the Project (or complete the activities set forth in Section 1.73, if applicable) in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. Buyer shall terminate this Agreement within twenty (20) Business Days of the later of: (i) ▇▇▇▇▇’s receipt of written notice from Seller; or (ii) Buyer’s receipt of payment in the amount of the Collateral Requirement or Increased Collateral Requirement, as applicable. For avoidance of doubt, the actions taken under this Section 5.1(d) are not an Event of Default and upon termination of the Agreement, neither Buyer nor Seller shall be entitled to any Settlement Amount under such circumstance.
(e) . Seller will shall Deliver to Buyer, subject to Section 3(a) of this Cover Sheet5.1(b), RECs to satisfy the Delivery Year Requirement in each Delivery Year. For purposes of calculating the Delivery Year Requirement during the first three hundred sixty-five (365) days of the Delivery Term, the Daily Quantity can be reduced by up to fifty (50%) based on the actual amount of RECs Delivered in such three hundred sixty-five (365) day period. (See Exhibit A for an example for the calculation of the Daily Quantity and the Delivery Year Requirement applicable in the first three hundred sixty-five (365) days of the Delivery Term).
(f) In the event that Seller fails to Deliver the Delivery Year Requirement for a Delivery Year under the terms of this REC Contract (Agreement, such Delivery Year shall be deemed a “Shortfall Year” and such amount of RECs that Seller fails to Deliver to satisfy the Delivery Year Requirement for a Delivery Year shall be deemed the “Shortfall Amount” accordingly. Notwithstanding the foregoing, Seller’s failure to Deliver the Delivery Year Requirement through the first two (2) full Delivery Years shall be excused and the failure to meet any Delivery Year Requirement through the first two (2) full Delivery Years shall not constitute a Shortfall Amount. Further, in a no event shall RECs eligible for payment exceed the Maximum Contract Quantity. If in the last Delivery Year, the “Shortfall Amount”), Seller represents that no RECs from the Project issued by PJM EIS GATS or M-RETS in that same Delivery Year were willfully withheld or sold or otherwise transferred to another party (other Requirement is greater than to [delete as applicable: Ameren Illinois Company and/or] [Commonwealth Edison Company and/or] [MidAmerican Energy Company] in connection with an IPA approved agreement), provided however that Seller shall not be deemed to have willfully withheld or sold or otherwise transferred the quantity of RECs to another party if Seller’s performance is prevented by an action meet the Maximum Contract Quantity, then the Delivery Year Requirement for the last Delivery Year shall be reduced to be the greatest quantity of RECs that would not cause the Maximum Contract Quantity to be exceeded. In the event that RECs are Delivered to Buyer that constitutes an Event of Default or if such actions occur during the pendency of suspension in excess of the REC Maximum Contract Quantity, such RECs shall be disposed pursuant to Section 2.2 of the Master REC Agreement.
(g) 3.3(f). As specified in Section 5.1(b) and Section 5.1(k) of the Master REC Agreement10.2(k), an Event of Default shall be deemed to occur if either five (i) three (35) or more Shortfall Years occurred and the cumulative sum of the Shortfall Amounts for all Shortfall Years Years, as such sum may be adjusted pursuant to Section 5.1(k), equals or exceeds the Annual Quantity, or
(ii) Seller breaches its representation under Section 3(f) of this Cover Sheet. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract five Agreement twenty (520) Business Days after written notice by Buyer ▇▇▇▇▇ to Seller unless Seller demonstrates, within such five twenty (520) Business Day period and to the satisfaction of Buyer in its sole reasonable discretion that such event has not occurredoccurred or has been cured. For such Event of Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to comply with the provisions set forth in (i) and/or (ii) of this Section 3(g5.1(g), (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(g5.1(g) 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 Termination Payment Settlement Amount calculated pursuant to Section 10.4 under such circumstance.
(h) . All RECs Delivered by Seller under this REC Contract Agreement must allow Buyer to meet its obligations under the Applicable Program for the Delivery Year in for which such RECs were Delivered.
(i) . Any RECs generated by the Project in excess of the Delivery Year Requirement in for any Delivery Year during the Delivery Term (“Excess RECs”) shall remain the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller may, at its sole discretion, Deliver such Excess RECs to Buyer during any subsequent Delivery Year to satisfy such subsequent Delivery Year Requirement or, in the last Delivery Year, above the applicable Delivery Year Requirement (subject to the payment cap set forth in Section 2.2 of the Master REC Agreement), in each case so long as such RECs satisfy all applicable requirements of this REC Contract. For the avoidance of doubt, ▇▇▇▇▇▇’s rights with respect to such Excess RECs are as set forth in this section and no further actions are required in order not eligible for Seller to retain and, at Seller’s sole discretion, utilize Excess RECs to satisfy a subsequent Delivery Year Requirement hereunder. Table 1 Project Information Class of Resource: [ ] Utility-Scale Solar Project [ ] Utility-Scale Wind Project [ ] ▇▇▇▇▇payment by ▇▇▇▇▇ Site Photovoltaic Project Site Description: Annual Quantity except as provided in Section 3.3(f)(ii). In the event that the Delivery Year Requirement for a Delivery Year has been met and Excess RECs Maximum Contract Quantity are Delivered to Buyer such Excess RECs (i.e.shall be disposed pursuant to Section 3.3(f). For avoidance of doubt, Annual Quantity x 15 years) Purchase Price ($ per REC) Certified by Tracking System RECs Delivered to meet a Delivery Year Requirement are accounted based on the Vintage of the RECs and not when the RECs are Delivered. For example, RECs associated with the Vintages of June 2025 through May 2026 shall be used to meet the Delivery Year Requirement for the Delivery Year beginning June 1, 2025 through May 31, 2026. For the sole purposes of reducing Shortfall Amounts incurred in one or more prior Delivery Years, Seller may make a manual transfer of RECs to Buyer’s PJM EIS GATS or M-RETSRETS account, subject to the following: such transfer must occur no earlier than November 1 and no later than December 1 of a Delivery Year and shall be accompanied by written notice from Seller to Buyer that such transfer is for the purpose of reducing prior year Shortfall Amount(s); such RECs may include: (a) RECs that are not associated with the Project Committed Percentage and that are not transferred pursuant to Section 3.3(b)(iii); and (b) RECs that were previously returned by Buyer to Seller pursuant to Section 3.3(f); any RECs retained by ▇▇▇▇▇ at the request of Seller pursuant to Section 3.3(f)(vi) shall be deemed part of this manual transfer for purposes of reducing Shortfall Amounts incurred in one or more prior Delivery Years; such RECs must be generated from the Project and must be associated with a Vintage from the Acceptable Vintage Period; all RECs received pursuant to this Section 5.1(k) shall be for the sole purpose of reducing Shortfall Amounts and shall not be eligible for payment either by Buyer to Seller or by Seller to Buyer; for avoidance of doubt, such RECs are valued at $0; upon receipt of such RECs from Seller or upon receipt of such notice from Seller for Buyer to retain such RECs pursuant to 3.3(f)(vi), Buyer shall credit such REC quantities against Shortfall Amounts, REC for REC, starting with the Shortfall Amounts that incurred earliest, and once applied, such Shortfall Amount(s) shall cease to be a Shortfall Amount under this Agreement, including for purposes of Section 5.1(g) and Section 10.2(k).
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Sources: Renewable Energy Credit Agreement