Common use of REC Tracking System Clause in Contracts

REC Tracking System. The Seller shall transfer RECs associated with the Buyer’s Output Share of the generation from the Facility for each month via WREGIS pursuant to the timelines in WREGIS Operating Rules. Each party shall be responsible for setting up an account with WREGIS. Progress Reporting After execution of the PPA, Seller shall provide a monthly report to Buyer that (a) describes the progress towards meeting the Project Development Milestones; (b) identifies any missed Project Development Milestones, including the cause of the delay; and (c) provides a detailed description of Seller’s corrective actions to achieve the missed Project Development Milestones and all subsequent Project Development Milestones by the Guaranteed Commercial Operation Date. Progress reporting shall also include reporting on small business activities pursuant to the Small Business section of the RFP. In the event Seller misses any Project Development Milestones and cannot reasonably demonstrate a plan for completing the Facility by the Guaranteed COD, Buyer shall have the right to terminate the PPA and retain the Development Security as damages, in addition to any other remedies it may have at law or equity. Credit Requirements The Seller shall post security as follows: Development Security – As Available $60,000 per MW of Buyer’s Contract Capacity for the period between PPA Effective Date and COD Development Security – Dispatchable - includes As Available systems plus storage $90,000 per MW of Buyer’s Contract Capacity for the period between PPA Effective Date and COD Delivery Term Security – As Available $75,000 per MW of Buyer’s Contract Capacity for the period following COD Delivery Term Security – Dispatchable - includes As Available systems with storage $105,000 per MW of Buyer’s Contract Capacity for the period following COD The form of security shall be a letter of credit or cash escrow. Within five (5) Business Days following any draw by Buyer on the Development Security or the Delivery Term Security, Seller shall replenish the amount drawn such that the security is restored to the applicable amount. Prevailing Wage Seller shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation employment discrimination laws and prevailing wage laws. RPS Compliance Seller must ensure the Facility obtains CEC pre-certification prior to the COD, obtains CEC certification within 180 days of COD and maintains such CEC certification during the Delivery Term. Seller shall ensure that the Product qualifies as Portfolio Content Category 1 throughout the Delivery Term. If a change of law occurs after execution of the PPA that impacts Facility’s CEC certification or the Product’s qualification as Portfolio Content Category 1, then Seller shall comply with such change of law as necessary to maintain the Facility CEC certification and Product eligibility described above. Assignment Neither party may assign the PPA without prior written consent of the other party. Any direct or indirect change of control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyer in its sole and absolute discretion. Seller shall pay Buyer’s reasonable expenses incurred to provide consents, estoppels, or other required documentation in connection with Seller’s financing for the Facility. Buyer will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyer’s rights, benefits, risks or obligations under the definitive PPA. Dispute Resolution In the event of any dispute arising under the PPA, within ten (10) days following the receipt of a written notice from either Party identifying such dispute, the authorized members of the Parties’ senior management shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within thirty (30) days of initiating such discussions, the parties shall submit the dispute to mediation prior to seeking any and all remediates available to it at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party, If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in the PPA. Confidentiality Upon shortlisting, Seller shall execute a Mutual Non-Disclosure Agreement with Buyer. Exclusivity Upon shortlisting, Seller shall execute an Exclusive Negotiating Agreement with Buyer.

REC Tracking System. The Seller shall transfer RECs associated with the Buyer’s Buyers’ Output Share of the generation from the Facility for each month via WREGIS pursuant to the timelines in WREGIS Operating Rules. Each party shall be responsible for setting up an account with WREGIS. Progress Reporting After execution of the PPA, Seller shall provide a monthly report to Buyer Buyers that (a) describes the progress towards meeting the Project Development Milestones; (b) identifies any missed Project Development Milestones, including the cause of the delay; and (c) provides a detailed description of Seller’s corrective actions to achieve the missed Project Development Milestones and all subsequent Project Development Milestones by the Guaranteed Commercial Operation Date. Progress reporting shall also include reporting on small business activities pursuant to the Small Business section of the RFP. In the event Seller misses any Project Development Milestones and cannot reasonably demonstrate a plan for completing the Facility by the Guaranteed COD, Buyer Buyers shall have the right to terminate the PPA and retain the Development Security as damages, in addition to any other remedies it may have at law or equity. Credit Requirements The Seller shall post security as follows: Development Security – As Available • $60,000 per MW of Buyer’s Buyers’ Contract Capacity for the period between PPA Effective Date and COD Development Security – Dispatchable - includes As Available systems plus storage • $90,000 per MW of Buyer’s Buyers’ Contract Capacity for the period between PPA Effective Date and COD Delivery Term Security – As Available • $75,000 per MW of Buyer’s Buyers’ Contract Capacity for the period following COD Delivery Term Security – Dispatchable - includes As Available systems with storage • $105,000 per MW of Buyer’s Buyers’ Contract Capacity for the period following COD The form of security shall be a letter of credit or cash escrow. Within five (5) Business Days following any draw by Buyer Buyers on the Development Security or the Delivery Term Security, Seller shall replenish the amount drawn such that the security is restored to the applicable amount. Prevailing Wage Seller shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation employment discrimination laws and prevailing wage laws. RPS Compliance Seller must ensure the Facility obtains CEC pre-certification prior to the COD, obtains CEC certification within 180 days of COD and maintains such CEC certification during the Delivery Term. Seller shall ensure that the Product qualifies as Portfolio Content Category 1 throughout the Delivery Term. If a change of law occurs after execution of the PPA that impacts Facility’s CEC certification or the Product’s qualification as Portfolio Content Category 1, then Seller shall comply with such change of law as necessary to maintain the Facility CEC certification and Product eligibility described above. Assignment Neither party may assign the PPA without prior written consent of the other party. Any direct or indirect change of control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyer Buyers in its their sole and absolute discretion. Seller shall pay Buyer’s Buyers’ reasonable expenses incurred to provide consents, estoppels, or other required documentation in connection with Seller’s financing for the Facility. Buyer Buyers will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyer’s Buyers’ rights, benefits, risks or obligations under the definitive PPA. Dispute Resolution In the event of any dispute arising under the PPA, within ten (10) days following the receipt of a written notice from either Party identifying such dispute, the authorized members of the Parties’ senior management shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within thirty (30) days of initiating such discussions, the parties shall submit the dispute to mediation prior to seeking any and all remediates available to it at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party, If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in the PPA. Confidentiality Upon shortlisting, Seller shall execute a Mutual Non-Disclosure Agreement with BuyerBuyers. Exclusivity Upon shortlisting, Seller shall execute an Exclusive Negotiating Agreement with Buyer▇▇▇▇▇▇.