Common use of Project Development Costs Clause in Contracts

Project Development Costs. Once Renewable identifies a Subject Project and starts pursuing the development of such Subject Project (or commences the development of a Subject Project identified by Global), Renewable shall track all of the third party costs and all of Renewable’s out-of-pocket expenses (the “Project Development Costs”) incurred in connection with pursuing, evaluating and developing the Subject Project until the development of the Subject Project is completed. (i) Subject Projects Identified by Renewable. Global and Renewable shall be responsible to fund the Global Percentage and the Renewable Percentage, respectively, of the Project Development Costs incurred for each Subject Project identified by Renewable. Promptly following the execution of an Equity Commitment Letter for a Subject Project that is identified by Renewable, Global shall reimburse Renewable for a portion of the Project Development Costs that Renewable has incurred through the date of the Equity Commitment Letter, such amount to be determined by multiplying the total Project Development Costs incurred through such date by the Global Percentage. Renewable shall provide a schedule of the Project Development Costs incurred to date to Global together with copies of all the third party invoices and any significant out-of-pocket costs. Thereafter, Global and Renewable (and Covanta if it has also agreed to participate in the Project) shall fund its share of the monthly estimate of the Project Development Costs, in advance, such amount to be reconciled following the end of each month by Renewable. If either Party (the “Failure to Fund Party”) fails to fund its full agreed share of the Project Development Costs on the required schedule and does not cure such funding default within ten (10) days following the receipt of a written notice to cure such funding default by the other Party, then, unless the other Party agrees otherwise in its sole discretion, the Failure to Fund Party shall forfeit its right to fund any of the equity for the Subject Project and shall only be entitled to receive a reimbursement of the Project Development Costs it has funded through the date of such forfeiture at the time that the Purchase Order for the Subject Project is issued by the Project Company formed for such Subject Project.

Project Development Costs. Once Renewable identifies a Subject Tenant acknowledges that Landlord previously entered into an agreement with DGA pursuant to which DGA provided services, for the benefit of Tenant, in connection with the master planning and entitlements for the Project and starts pursuing the development of such Subject Project (or commences the development of a Subject Project identified by Global), Renewable shall track all of the third party costs and all of Renewable’s out-of-pocket expenses (the “Project Development DGA Contract”). Tenant approved the DGA Contract and acknowledges and agrees that there are outstanding costs and fees due under the DGA Contract in the amount of $58,570.00 (the “Outstanding DGA Costs”). Tenant shall reimburse Landlord for the full amount of the Outstanding DGA Costs on or before the date that is 10 days after the mutual execution and delivery of this Fourth Amendment by the parties. Notwithstanding anything to the contrary contained herein, immediately following the date of this Fourth Amendment, the DGA Contract shall terminate, Landlord shall have no further obligations under the DGA Contract, and Tenant shall enter into a direct contract with DGA for the remaining master planning and entitlements for the Project (the “Replacement DGA Contract”). Landlord and Tenant anticipate that the costs and fees payable under the Replacement DGA Contract and to other vendors, the City of San Diego and other third parties in connection with the master planning and entitlements for the Project will be approximately $562,500.00 (which amount has been approved by Tenant) and Tenant shall be responsible for all such costs. Tenant acknowledges that there is no guaranty that the costs and expenses incurred in connection with pursuingthe master planning and entitlements for the Project will not exceed such amount, evaluating and developing the Subject Project until the development of the Subject Project is completed. (i) Subject Projects Identified by Renewable. Global and Renewable Tenant shall be responsible for all additional costs and expenses incurred under the Replacement DGA Contract and all additional costs and expenses reasonably approved in advance by Tenant and incurred in connection with the master planning and entitlements for the Project payable to fund other vendors, the Global Percentage City of San Diego and other third parties. Notwithstanding that Tenant will directly enter the Renewable Percentage, respectively, Replacement DGA Contract with DGA and that Tenant will be responsible for all of the Outstanding DGA Costs and all other costs and fees incurred in connection with the master planning and entitlements for the Project Development Costs pursuant to this Section 7, Tenant shall have no right or authority to make any decisions regarding the master planning or entitlements for the Project. Tenant acknowledges and agrees that Landlord shall make all decisions regarding the master planning and entitlements for the Project, subject to Tenant’s approval which shall not be unreasonably withheld, conditioned or delayed, and Landlord shall have sole signature authority with respect to all such master planning and entitlements. Neither Landlord nor Tenant shall have any liability to the other if Landlord is not successful in obtaining the desired entitlements for the Project. Landlord shall be named as a third party beneficiary of the Replacement DGA Contract and of any warranties made by DGA under the Replacement DGA Contract. Tenant shall be responsible for paying DGA directly for all costs and fees incurred for each Subject Project identified by Renewableunder the Replacement DGA Contract. Promptly following the execution of an Equity Commitment Letter for a Subject Project that is identified by Renewable, Global Landlord shall reimburse Renewable for a have no obligation to bear any portion of the Project Development Costs that Renewable has costs and fees incurred through under the date of Replacement DGA Contract or any other costs and fees incurred in connection with the Equity Commitment Letter, such amount to be determined by multiplying the total Project Development Costs incurred through such date by the Global Percentage. Renewable shall provide a schedule of the Project Development Costs incurred to date to Global together with copies of all the third party invoices master planning and any significant out-of-pocket costs. Thereafter, Global and Renewable (and Covanta if it has also agreed to participate in entitlements for the Project) shall fund its share of the monthly estimate of the Project Development Costs, in advance, such amount to be reconciled following the end of each month by Renewable. If either Party (the “Failure to Fund Party”) fails to fund its full agreed share of the Project Development Costs on the required schedule and does not cure such funding default within ten (10) days following the receipt of a written notice to cure such funding default by the other Party, then, unless the other Party agrees otherwise in its sole discretion, the Failure to Fund Party shall forfeit its right to fund any of the equity for the Subject Project and shall only be entitled to receive a reimbursement of the Project Development Costs it has funded through the date of such forfeiture at the time that the Purchase Order for the Subject Project is issued by the Project Company formed for such Subject Project.