Common use of Minimum Delivery Requirements Clause in Contracts

Minimum Delivery Requirements. (a) For each Capability Measurement Period, the Average Delivered RECS shall be no less than an amount of Tier 4 RECs, including Additional RECs, equal to the product of 40% and the Bid Quantity (the “Minimum Delivery Requirement”); subject to further reductions for: (i) any Reliability Curtailment or other Qualifying Curtailment (adjusting for the duration and extent of such curtailment during the applicable Capability Measurement Period) that is not caused in whole or in part by Seller or any of its affiliates, (ii) Seller’s inability to generate or deliver Tier 4 RECs during the applicable Capability Measurement Period due to a Force Majeure event as described in Section 16.01 of this Agreement (adjusting for the duration and extent of Seller’s inability to perform caused by such Force Majeure event), and (iii) a pro rata reduction for each hour during the applicable Capability Measurement Period during which Tier 4 RECs are transferred to NYSERDA without compensation pursuant to Section 4.04 of this Agreement. (b) No more than thirty (30) days after the conclusion of any Capability Measurement Period in which Seller’s Average Delivered RECs is less than the Minimum Delivery Requirement Seller shall so notify NYSERDA. To the extent that the Minimum Delivery Requirement for such Capability Measurement Period must be reduced for the reasons identified in subsections 4.10(a)(i), (ii) or (iii) above, Seller shall provide any documentation necessary to substantiate such reduction. (c) Commencing with the first Capability Measurement Period, and for each Capability Measurement Period thereafter, any deficit between Seller’s Average Delivered RECs and the Minimum Delivery Requirement for such Capability Measurement Period (“Delivery Shortfall”), shall be remedied by the assessment of Cover Damages corresponding to quantity of the Delivery Shortfall. Cover Damages will be offset from amounts due to Seller from NYSERDA under Section 4.07 of this Agreement; provided, however, that if Cover Damages owed under this Section 4.10 are not recovered through twelve (12) months of such offsets, Seller will settle the outstanding balance of such offsets in cash. Each Party agrees and acknowledges that (i) the damages that NYSERDA would incur due to Seller’s failure to meet a Minimum Delivery Requirement would be difficult or impossible to predict with certainty, (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Cover Damages as agreed to by the Parties and set forth herein is a fair and reasonable calculation of such damages, and (iii) the Cover Damages as agreed to by the Parties and set forth herein are the sole and exclusive remedy of NYSERDA for Seller’s failure to meet a Minimum Delivery Requirement.

Minimum Delivery Requirements. (a) For each complete Capability Measurement PeriodPeriod during the Contract Delivery Term, the Average Delivered RECS shall be no less than an amount Minimum Delivery Requirement (as a number of Tier 4 RECs, including Additional RECs, equal to ) shall be the product of 40% [40]% and (x) the Bid Quantity Quantity, (y) the “Minimum Delivery Requirement”Supplier GHG Baseline Limit for the Contract Year at the beginning of such Capability Period, or (z) the Supplier Energy Baseline Limit for the Contract Year at the beginning of the Capability Period (if applicable), whichever is lowest; subject to further reductions for: (i) any Reliability Curtailment or other Qualifying Curtailment (adjusting for the duration and extent of such curtailment during the applicable Capability Measurement Period) that is not caused in whole or in part by Seller or any of its affiliates, (ii) Seller’s inability to generate or deliver Tier 4 RECs during the applicable Capability Measurement Period due to a Force Majeure event as described in Section 16.01 of this Agreement (adjusting for the duration and extent of Seller’s inability to perform caused by such Force Majeure event), and (iii) a pro rata reduction for each hour during the applicable Capability Measurement Period during which Tier 4 RECs are transferred to NYSERDA without compensation pursuant to the Zone J LBMP is negative, triggering application of Section 4.04 of this Agreement. (b) . No more than thirty (30) days after the conclusion of any Capability Measurement Period in which Seller’s Average Delivered RECs Seller has not delivered at least [40]% of (x) the Bid Quantity, (y) the Supplier GHG Baseline Limit for that Contract Year, or (z) the Supplier Energy Baseline Limit for that Contract Year (whichever is less than the Minimum Delivery Requirement lowest), Seller shall so notify NYSERDA. To the extent that the Minimum Delivery Requirement for such Capability Measurement Period period must be reduced for the reasons identified in subsections 4.10(a)(i4.09(a)(i), (ii) or (iii) above, Seller shall provide any documentation necessary to substantiate such reduction. (c) Commencing with . Beginning in the first Capability Measurement Period, and for each Capability Measurement Period thereafterfourth Contract Year after the onset of the Contract Delivery Term, any deficit between Seller’s Average Delivered delivery of Tier 4 RECs for a Capability Period and the Minimum Delivery Requirement for such Capability Measurement Period (“Delivery Shortfall”), shall be remedied by the assessment of Cover Damages corresponding to quantity of the Delivery Shortfall. Cover Damages will be offset from amounts due to Seller from NYSERDA under Section 4.07 4.06 of this Agreement; provided, however, that if Cover Damages covered damaged owed under this Section 4.10 4.06 are not recovered through twelve (12) months of such offsets, Seller will settle the outstanding balance of such offsets in cash. Each Party agrees and acknowledges that (i) the damages that NYSERDA would incur due to Seller’s failure to meet a Minimum Delivery Requirement would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Cover Damages as agreed to by the Parties and set forth herein is a fair and reasonable calculation of such damages, and (iii) the Cover Damages as agreed to by the Parties and set forth herein are the sole and exclusive remedy of NYSERDA for Seller’s failure to meet a Minimum Delivery Requirement.

Minimum Delivery Requirements. (a) For each Capability Measurement Period, the Average Delivered RECS RECs shall be no less than an amount of Tier 4 RECs, including Additional RECs, RECs equal to (x) the product of 40% and (y) the positive difference between the Qualified Renewable Energy (as calculated pursuant to Exhibit H of this Agreement) for the completed Contract Year immediately preceding the start of such Capability Measurement Period minus the Supplier GHG Baseline (such product being the “Minimum Delivery Requirement”); provided, however, that the Minimum Delivery Requirement (1) shall not exceed the product of 40% and the Bid Quantity Quantity; and (the “Minimum Delivery Requirement”); 2) shall be subject to further reductions for: (i) any Reliability Curtailment or other Qualifying Curtailment (adjusting for the duration and extent of such curtailment during the applicable Capability Measurement Period) that is not caused in whole or in part by Seller Seller, Transmission Providers or any of its their affiliates, (ii) Seller’s inability to generate or deliver Tier 4 RECs during the applicable Capability Measurement Period due to a Force Majeure event as described in Section 16.01 of this Agreement (adjusting for the duration and extent of Seller’s inability to perform caused by such Force Majeure event), and (iii) a pro rata reduction for each hour during the applicable Capability Measurement Period during which Tier 4 RECs are transferred to NYSERDA without compensation pursuant to Section 4.04 4.03 of this Agreement, and (iv) unavailability of the Associated New Transmission Facility (adjusting for the duration and extent of such unavailability during the applicable Capability Measurement Period) that is not caused in whole or in part by either a failure of Seller, Transmission Providers or any of their affiliates to employ Good Utility Practices or any defect or shortcoming in the as-built Associated New Transmission Facility’s ability to deliver the Bid Quantity to the Delivery Point. (b) No more than thirty (30) days after the conclusion of any Capability Measurement Period in which Seller’s Average Delivered RECs is less than the Minimum Delivery Requirement Requirement, Seller shall so notify NYSERDA. To the extent that the Minimum Delivery Requirement for such Capability Measurement Period must be reduced for the reasons identified in subsections 4.10(a)(i4.08(a)(i), (ii) (iii) or (iiiiv) above, Seller shall provide any documentation necessary to substantiate such reduction. (c) Commencing with the first Capability Measurement Period, and for each Capability Measurement Period thereafter, any deficit between Seller’s Average Delivered RECs and the Minimum Delivery Requirement for such Capability Measurement Period (“Delivery Shortfall”), ) shall be remedied by the assessment of Cover Damages corresponding to the quantity of the Delivery Shortfall. Cover Damages will be offset from amounts due to Seller from NYSERDA under Section 4.07 4.05 of this Agreement; provided, however, that if Cover Damages owed under this Section 4.10 4.08 are not recovered through twelve (12) months of such offsets, Seller will settle the outstanding balance of such offsets in cash. Each Party agrees and acknowledges that (i) the damages that NYSERDA would incur due to Seller’s failure to meet a Minimum Delivery Requirement would be difficult or impossible to predict with certainty, (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Cover Damages as agreed to by the Parties and set forth herein is a fair and reasonable calculation of such damages, damages and (iii) the Cover Damages as agreed to by the Parties and set forth herein are the sole and exclusive remedy of NYSERDA for Seller’s failure to meet a Minimum Delivery Requirement.