EXIT PLAN The Supplier shall, within three (3) months after the Commencement Date, deliver to the Customer an Exit Plan which: sets out the Supplier's proposed methodology for achieving an orderly transition of the Ordered Panel Services from the Supplier to the Customer and/or its Replacement Supplier on the expiry or termination of this Contract ; complies with the requirements set out in paragraph 6.3 of this Contract Schedule 2; is otherwise reasonably satisfactory to the Customer. The Parties shall use reasonable endeavours to agree the contents of the Exit Plan. If the Parties are unable to agree the contents of the Exit Plan within twenty (20) Working Days of its submission, then such dispute shall be resolved in accordance with the Dispute Resolution Procedure. Unless otherwise specified by the Customer or Approved, the Exit Plan shall set out, as a minimum: how the Exit Information is obtained; the management structure to be employed during both transfer and cessation of the Ordered Panel Services; the management structure to be employed during the Termination Assistance Period; a detailed description of both the transfer and cessation processes, including a timetable; how the Ordered Panel Services will transfer to the Replacement Supplier and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components operated by the Supplier or its Sub-Contractors (where applicable); details of contracts (if any) which will be available for transfer to the Customer and/or the Replacement Supplier upon the Expiry Date together with any reasonable costs required to effect such transfer (and the Supplier agrees that all assets and contracts used by the Supplier in connection with the provision of the Ordered Panel Services will be available for such transfer); proposals for the training of key members of the Replacement Supplier’s personnel in connection with the continuation of the provision of the Ordered Panel Services following the Expiry Date charged at rates agreed between the Parties at that time; proposals for providing the Customer or a Replacement Supplier copies of all documentation: used in the provision of the Ordered Panel Services and necessarily required for the continued use thereof, in which the Intellectual Property Rights are owned by the Supplier; and relating to the use and operation of the Ordered Panel Services; proposals for the assignment or novation of the provision of all services, leases, maintenance agreements and support agreements utilised by the Supplier in connection with the performance of the supply of the Ordered Panel Services; proposals for the identification and return of all Customer Property in the possession of and/or control of the Supplier or any third party (including any Sub-Contractor); proposals for the disposal of any redundant Ordered Panel Services and materials; procedures to: deal with requests made by the Customer and/or a Replacement Supplier for Staffing Information pursuant to Contract Schedule 3 (Staff Transfer); determine which Supplier Personnel are or are likely to become Transferring Supplier Employees; and identify or develop any measures for the purpose of the Employment Regulations envisaged in respect of Transferring Supplier Employees; how each of the issues set out in this Contract Schedule 2 will be addressed to facilitate the transition of the Ordered Panel Services from the Supplier to the Replacement Supplier and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Ordered Panel Services during the Termination Assistance Period; and proposals for the supply of any other information or assistance reasonably required by the Customer or a Replacement Supplier in order to effect an orderly handover of the provision of the Ordered Panel Services.
GEOGRAPHIC SCOPE OF THE AGREEMENT 4.1 The geographic scope of this Agreement is the trade between ports in North Asia, South Asia, Middle East (including the Arabian Gulf and Red Sea Regions), Northern Europe, Mediterranean, Adriatic, and Black Sea, Egypt, Panama, Mexico, Canada, Central America and the Caribbean on the one hand, and ports on the East, Gulf, and West Coasts of the United States, by any route including via the Panama and Suez Canals or the Cape of Good Hope, on the other, as well as ports and points served via such U.S. and foreign ports (the “Trade”). The specific countries/regions that are within the geographic scope of this Agreement are listed in Appendix A hereto. There shall be no geographic restrictions on the origin or destination of cargo carried on vessels employed in the services established pursuant to this Agreement. In other words, such cargo may originate from or be destined for ports or points outside the geographic scope of this Agreement. The inclusion of any non U.S. trades in this Agreement shall not bring such non U.S. trades under the jurisdiction of the U.S. Federal Maritime Commission or entitle the Parties hereto to immunity from the U.S. antitrust laws with respect to such non U.S. trades.
SCOPE OF THE WORK The Contractor shall furnish all the materials, perform all of the Work, and do all things required by the Contract Documents.
Goals and Objectives of the Agreement Agreement Goals The goals of this Agreement are to: ● Reduce wildfire risk related to the tree mortality crisis; ● Provide a financial model for funding and scaling proactive forestry management and wildfire remediation; ● Produce renewable bioenergy to spur uptake of tariffs in support of Senate Bill 1122 Bio Market Agreement Tariff (BioMat) for renewable bioenergy projects, and to meet California’s other statutory energy goals; ● Create clean energy jobs throughout the state; ● Reduce energy costs by generating cheap net-metered energy; ● Accelerate the deployment of distributed biomass gasification in California; and ● Mitigate climate change through the avoidance of conventional energy generation and the sequestration of fixed carbon from biomass waste. Ratepayer Benefits:2 This Agreement will result in the ratepayer benefits of greater electricity reliability, lower costs, and increased safety by creating a strong market demand for forestry biomass waste and generating cheap energy. This demand will increase safety by creating an economic driver to support forest thinning, thus reducing the risk of catastrophic wildfire and the associated damage to investor-owned utility (IOU) infrastructure, such as transmission lines and remote substations. Preventing this damage to or destruction of ratepayer-supported infrastructure lowers costs for ratepayers. Additionally, the ability of IOUs to use a higher- capacity Powertainer provides a much larger offset against the yearly billion-dollar vegetation management costs borne by IOUs (and hence by ratepayers). The PT+’s significant increase in waste processing capacity also significantly speeds up and improves the economics of wildfire risk reduction, magnifying the benefits listed above. The PT+ will directly increase PG&E’s grid reliability by reducing peak loading by up to 250 kilowatt (kW), and has the potential to increase grid reliability significantly when deployed at scale. The technology will provide on-demand, non- weather dependent, renewable energy. The uniquely flexible nature of this energy will offer grid managers new tools to enhance grid stability and reliability. The technology can be used to provide local capacity in hard-to-serve areas, while reducing peak demand. Technological Advancement and Breakthroughs:3 This Agreement will lead to technological advancement and breakthroughs to overcome barriers to the achievement of California’s statutory energy goals by substantially reducing the LCOE of distributed gasification, helping drive uptake of the undersubscribed BioMAT program and increasing the potential for mass commercial deployment of distributed biomass gasification technology, particularly through net energy metering. This breakthrough will help California achieve its goal of developing bioenergy markets (Bioenergy Action Plan 2012) and fulfil its ambitious renewable portfolio standard (SB X1-2, 2011-2012; SB350, 2015). The PT+ will also help overcome barriers to achieving California’s greenhouse gas (GHG) emissions reduction (AB 32, 2006) and air quality improvement goals. It reduces greenhouse gas and criteria pollutants over three primary pathways: 1) The PT+’s increased capacity and Combined Heat and Power (CHP) module expand the displacement of emissions from conventional generation; 2) the biochar offtake enables the sequestration of hundreds of tons carbon that would otherwise have been released into the atmosphere; and 3) its increased processing capacity avoids GHG and criteria emissions by reducing the risk of GHG emissions from wildfire and other forms of disposal, such as open pile burning or decomposition. The carbon sequestration potential of the biochar offtake is particularly groundbreaking because very few technologies exist that can essentially sequester atmospheric carbon, which is what the PT+ enables when paired with the natural forest ecosystem––an innovative and groundbreaking bio-energy technology, with carbon capture and storage. Additionally, as noted in the Governor’s Clean Energy Jobs Plan (2011), clean energy jobs are a critical component of 2 California Public Resources Code, Section 25711.5(a) requires projects funded by the Electric Program Investment Charge (EPIC) to result in ratepayer benefits. The California Public Utilities Commission, which established the EPIC in 2011, defines ratepayer benefits as greater reliability, lower costs, and increased safety (See CPUC “Phase 2” Decision 00-00-000 at page 19, May 24, 2012, xxxx://xxxx.xxxx.xx.xxx/PublishedDocs/WORD_PDF/FINAL_DECISION/167664.PDF). 3 California Public Resources Code, Section 25711.5(a) also requires EPIC-funded projects to lead to technological advancement and breakthroughs to overcome barriers that prevent the achievement of the state’s statutory and energy goals. California’s energy goals. When deployed at scale, the PT+ will result in the creation of thousands of jobs across multiple sectors, including manufacturing, feedstock supply chain (harvesting, processing, and transportation), equipment operation, construction, and project development. Additional Co-benefits: ● Annual electricity and thermal savings; ● Expansion of forestry waste markets; ● Expansion/development of an agricultural biochar market; ● Peak load reduction; ● Flexible generation; ● Energy cost reductions; ● Reduced wildfire risk; ● Local air quality benefits; ● Water use reductions (through energy savings); and ● Watershed benefits.
Scope of the Project Under this Agreement, the scope of the Project (the “Scope of the Project”) shall mean and include:
Scope of the Agreement This Agreement shall apply to all investments made by investors of either Contracting Party in the territory of the other Contracting Party, accepted as such in accordance with its laws and regulations, whether made before or after the coming into force of this Agreement.
Additional mechanisms within the Programme 5.1 Pre-defined projects
Reduction in Scope of the Project 16.6.1 If the Concessionaire shall have failed to complete any Construction Works on account of Force Majeure or for reasons solely attributable to the Authority, the Authority may, in its discretion, require the Concessionaire to pay 80% (eighty percent) of the sum saved therefrom, and upon such payment to the Authority, the obligations of the Concessionaire in respect of such works shall be deemed to have been fulfilled. For the avoidance of doubt, it is agreed that in the event such reduction in Scope of the Project causes or will cause a reduction in net after-tax return of the Concessionaire, the Parties shall meet, as soon as reasonably practical, and agree on a full or partial waiver of the aforesaid payment of 80% (eighty per cent) so as to place the Concessionaire in the same financial position as it would have enjoyed had there been no reduction in Scope of the Project. It is further agreed that the liability of the Authority under this Clause 16.6 shall not extend beyond waiver of the aforesaid 80% (eighty per cent). It is also agreed that in the event of a dispute, the Dispute Resolution Procedure shall apply.
MWBE Utilization Plan A. In accordance with 5 NYCRR § 142.4, Bidders are required to submit a completed Utilization Plan on Form MWBE 100 with their bid.
SCOPE OF THE CONTRACT 4.1 The Contractor shall perform the Services set out [in Schedule 1] [below2] in accordance with the Contract.
