The National Academies Press

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From page 113... ... C-1 A p p e n d i x C Sample Power Purchase Agreement The sample power purchase agreement is provided for user customization and has not been edited by TRB. Read the entire page →
From page 114... ... C-2 developing a Business Case for Renewable energy at Airports This Power Purchase Agreement is entered into as of _____ , 20__ by and between ________________________________________ ("Provider") and the City of Santa Barbara, a municipal corporation ("Host") Read the entire page →
From page 115... ... Sample power purchase Agreement C-3 "Commercial Operation Date" means the date, which shall be specified by Provider to Host pursuant to Section 4(g) , when the Facility is physically complete and has successfully completed all performance tests and satisfies the interconnection requirements of the Local Electric Utility. Read the entire page →
From page 116... ... C-4 developing a Business Case for Renewable energy at Airports regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. "Host" means the City of Santa Barbara, and its successors. Read the entire page →
From page 117... ... Sample power purchase Agreement C-5 "Term" shall have the meaning provided in Section 2 hereof. Read the entire page →
From page 118... ... C-6 developing a Business Case for Renewable energy at Airports disclaimer or release from such lienholder. If Host is the fee owner of the Premises, Host consents to the filing of a disclaimer of the Facility as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises. Read the entire page →
From page 119... ... Sample power purchase Agreement C-7 same condition as of the date of this Agreement and in a manner that shall not interfere with the construction, operation or maintenance of the Facility. Read the entire page →
From page 120... ... C-8 developing a Business Case for Renewable energy at Airports the indemnity obligations under Section 17 hereof, and the dispute resolution provisions of Section 26 hereof shall continue to apply notwithstanding the termination of this Agreement. Read the entire page →
From page 121... ... Sample power purchase Agreement C-9 output of the Facility at the Point of Delivery. Provider shall install an Interval Data Recorder (IDR) Read the entire page →
From page 122... ... C-10 developing a Business Case for Renewable energy at Airports 5. Read the entire page →
From page 123... ... Sample power purchase Agreement C-11 Utility as contemplated by the provisions of Section 9(b) Read the entire page →
From page 124... ... C-12 developing a Business Case for Renewable energy at Airports transmitted by facsimile (such transmission to be effective on the day of receipt if received prior to 5:00 p.m. local time on a business day or in any other case as of the next business day following the day of transmittal) Read the entire page →
From page 125... ... Sample power purchase Agreement C-13 If Provider fails to pay the Host the amount due for any annual shortfall of the guaranteed Minimum Annual Output within 60 days after notice to make such payment, Host shall have the express right to withhold payment, up to the shortfall amount due, from any payment otherwise payable to the Provider for electricity. Read the entire page →
From page 126... ... C-14 developing a Business Case for Renewable energy at Airports (e) Provider shall be entitled to receive any payments for electric capacity or ancillary services which may become available as a result of the construction or operation of the Facility. Read the entire page →
From page 127... ... Sample power purchase Agreement C-15 (c) Upon Host's notice that it elects to exercise the option set forth in either Section 10(a) Read the entire page →
From page 128... ... C-16 developing a Business Case for Renewable energy at Airports (b) If Host sells the Site and the improvements thereon Host may, in lieu of Host's continuing performance under this Agreement with respect to the Facility at the Site, cause a subsequent owner of the Site, who shall demonstrate to Provider's lenders that it possesses investment grade credit, to assume this Agreement with respect to such Site. Read the entire page →
From page 129... ... Sample power purchase Agreement C-17 (a) Provider shall be responsible for any and all income taxes associated with payments from Host to Provider for electric energy from the Facility. Read the entire page →
From page 130... ... C-18 developing a Business Case for Renewable energy at Airports 14. Read the entire page →
From page 131... ... Sample power purchase Agreement C-19 to discuss with Provider other concepts, systems and approaches which Provider may propose from time to time to assist Host in the managing and reducing the cost of Host's electric requirements. Read the entire page →
From page 132... ... C-20 developing a Business Case for Renewable energy at Airports connected with the work to be performed under this Agreement, except to the extent a claim arises from a professional error or omission. Read the entire page →
From page 133... ... Sample power purchase Agreement C-21 the posting of security, the Party establishes for the benefit of the other Party a deposit, letter of credit or other security acceptable to the other Party to indemnify the other Party against any Loss (as defined in Section 17(a) Read the entire page →
From page 134... ... C-22 developing a Business Case for Renewable energy at Airports its knowledge, complete and correct records of the physical condition of the Premises. Provider acknowledges that it has had an opportunity to review the condition of the Site and Premises prior to entering into this Agreement. Read the entire page →
From page 135... ... Sample power purchase Agreement C-23 remaining on the Premises and this Agreement will terminate. If Provider does elect to restore the Facility it shall do so at its sole expense. Read the entire page →
From page 136... ... C-24 developing a Business Case for Renewable energy at Airports (iii) After the Commercial Operation Date, Provider fails to operate the Facility for a period of ninety (90) Read the entire page →
From page 137... ... Sample power purchase Agreement C-25 such defect is not cured within fifteen (15) days after receipt of notice from Provider identifying the defect. Read the entire page →
From page 138... ... C-26 developing a Business Case for Renewable energy at Airports 25. Read the entire page →
From page 139... ... Sample power purchase Agreement C-27 Notices shall be effective when delivered (or in the case of email, when acknowledged by the recipient) in accordance with the foregoing provisions, whether or not (except in the case of email transmission) Read the entire page →
From page 140... ... C-28 developing a Business Case for Renewable energy at Airports Agreement to any Persons providing financing for the Facility. Host acknowledges that Provider will be financing the acquisition and installation of the Facility either through a Facility Lessor, Lender, or with financing accommodations from one or more financial institutions and that Provider may sell or assign the Facility and/or may secure Provider's obligations by, among other collateral, an assignment of this Agreement and a first security interest in the Facility. Read the entire page →
From page 141... ... Sample power purchase Agreement C-29 (iii) Acknowledgement and Confirmation. Read the entire page →
From page 142... ... C-30 developing a Business Case for Renewable energy at Airports IN WITNESS WHEREOF, intending to be legally bound hereby, Provider and Host have executed this Power Purchase Agreement as of the date first set forth above. By: By: Name (printed) Read the entire page →
From page 143... ... Sample power purchase Agreement C-31 EXHIBIT A EXPECTED ANNUAL OUTPUT AND ENERGY PURCHASE RATES Year Expected Annual Output in kWh Purchase Rate per kWh 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Read the entire page →
From page 144... ... C-32 developing a Business Case for Renewable energy at Airports EXHIBIT B RESERVED Read the entire page →
From page 145... ... Sample power purchase Agreement C-33 EXHIBIT C DESCRIPTION OF SITE Read the entire page →
From page 146... ... C-34 developing a Business Case for Renewable energy at Airports EXHIBIT D DESCRIPTION OF PREMISES Read the entire page →
From page 147... ... Sample power purchase Agreement C-35 EXHIBIT E DESCRIPTION OF FACILITY The Facility will be constructed substantially in conformance with the technical criteria shown in this Exhibit E The following specific provisions shall apply: 1. Read the entire page →
From page 148... ... C-36 developing a Business Case for Renewable energy at Airports 8. If the proposed Facility impacts existing lighting for public or operational areas, Project Developer will provide adequate high-efficiency replacement lighting, consistent with FAA and city requirements, as part of development of the Project. Read the entire page →
From page 149... ... Sample power purchase Agreement C-37 EXHIBIT F INSURANCE REQUIREMENTS Insurance Requirements as to Provider INDEMNIFICATION PROVISION As part of the consideration for this Agreement, Provider shall provide the following: a. Provider shall, to the extent permitted by law, investigate, defend, indemnify, and hold harmless the Host, its officers, employees, and agents from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges, and expense (including reasonable attorney fees) Read the entire page →
From page 150... ... C-38 developing a Business Case for Renewable energy at Airports A Extension of coverage to City, its officers, employees and agents, as additional insureds, with respect to Consultant's liabilities hereunder in insurance coverage identified in item "I" above, but only as respects to the operations of the named insured. Read the entire page →
From page 151... ... Sample power purchase Agreement C-39 damages resulting from Consultant's services or operation pursuant to this Agreement, nor shall it be deemed a waiver of City's rights to insurance coverage hereunder. A Certificate of Insurance supplied by the City evidencing the above shall be completed by Consultant's insurer or its agent and submitted to the City prior to execution of this Agreement by the City. Read the entire page →
From page 152... ... C-40 developing a Business Case for Renewable energy at Airports EXHIBIT G FORM OF ACKNOWLEDGEMENT AND CONFIRMATION This Acknowledgement and Confirmation, dated as of _______________________ (this "Acknowledgement") , is made by ________________________________________________, the "Host" under that certain Power Purchase Agreement dated ________, 200_ (as amended from time to time, the "Agreement") Read the entire page →
From page 153... ... Sample power purchase Agreement C-41 (c) Host is aware of no existing lease, mortgage, security interest or other interest in or lien upon the Premises which could attach to the Facility as an interest adverse to Lender's or Facility Lessor's security interest therein. Read the entire page →
From page 154... ... C-42 developing a Business Case for Renewable energy at Airports EXHIBIT H FORM OF INDEPENDENT LANDLORD - OWNER/LESSOR ACKNOWLEDGEMENT AND CONFIRMATION This Owner/Lessor Acknowledgement and Confirmation, dated as of ____________ (this "Acknowledgement") , is made by _________________________________________________ , ______________________________________________________________, ("Owner/Lessor") Read the entire page →
From page 155... ... Sample power purchase Agreement C-43 (d) Owner/Lessor is aware of no existing lease, mortgage, security interest or other interest in or lien upon the Premises that could attach to the Facility as an interest adverse to Lender's or Facility Lessor's Security Interest therein. Read the entire page →
From page 156... ... C-44 developing a Business Case for Renewable energy at Airports EXHIBIT I FORM OF HOST LANDLORD - OWNER/LESSOR ACKNOWLEDGEMENT AND CONFIRMATION This Owner/Lessor Acknowledgement and Confirmation, dated as of , 200_ (this "Acknowledgement") , is made by ____________________ ("Owner/Lessor") Read the entire page →
From page 157... ... Sample power purchase Agreement C-45 as an interest adverse to Lender's or Facility Lessor's Security Interest therein. Read the entire page →
From page 158... ... Abbreviations and acronyms used without definitions in TRB publications: A4A Airlines for America AAAE American Association of Airport Executives AASHO American Association of State Highway Officials AASHTO American Association of State Highway and Transportation Officials ACI–NA Airports Council International–North America ACRP Airport Cooperative Research Program ADA Americans with Disabilities Act APTA American Public Transportation Association ASCE American Society of Civil Engineers ASME American Society of Mechanical Engineers ASTM American Society for Testing and Materials ATA American Trucking Associations CTAA Community Transportation Association of America CTBSSP Commercial Truck and Bus Safety Synthesis Program DHS Department of Homeland Security DOE Department of Energy EPA Environmental Protection Agency FAA Federal Aviation Administration FAST Fixing America's Surface Transportation Act (2015) FHWA Federal Highway Administration FMCSA Federal Motor Carrier Safety Administration FRA Federal Railroad Administration FTA Federal Transit Administration HMCRP Hazardous Materials Cooperative Research Program IEEE Institute of Electrical and Electronics Engineers ISTEA Intermodal Surface Transportation Efficiency Act of 1991 ITE Institute of Transportation Engineers MAP-21 Moving Ahead for Progress in the 21st Century Act (2012) Read the entire page →
From page 159... ... TRA N SPO RTATIO N RESEA RCH BO A RD 500 Fifth Street, N W W ashington, D C 20001 A D D RESS SERV ICE REQ U ESTED N O N -PR O FIT O R G . Read the entire page →

From page 113...

... C-1 A p p e n d i x C Sample Power Purchase Agreement The sample power purchase agreement is provided for user customization and has not been edited by TRB.