HomeMy WebLinkAboutC-8781-1 - Service Agreement - Carbon Pricing Program3 Phases
Renewables
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Service Agreement
Carbon Pricing Program
THIS AGREEMENT is made and entered into this September 16, 2021 (the "Effective Date"), by and between 3 Phases
Renewables Inc. (together with its affiliated entities, including 3PR Transportation and Muza Energy, Inc.) with a place of
business at 1228 E Grand Ave, EI Segundo, CA 90245 (hereinafter referred to as "3 Phases") and City of Newport Beach,
with a place of business at 100 Civic Center Drive, Newport Beach, California 92660 (hereinafter referred to as "Client"). 3
Phases and Client shall from time to time be individually referred to as "party" and collectively referred to as "parties."
WHEREAS, Client's facilities are qualified to generate Low Carbon Fuel Standard (LCFS) Credits (defined below)
(hereinafter referred to as "Clients Credit Generating Facilities" or "Clients Facilities");
WHEREAS, Client desires for 3 Phases, on its behalf, to register, manage, and optimize the credit generation and
monetization of the LCFS Credits generated by Client's Credit Generating Facilities with regards to the California Air
Resource Board's ("CARB") Low Carbon Fuel Standard Program (collectively, the "Services," as described below);
WHEREAS, Client has agreed to compensate 3 Phases through a revenue share model for managing and optimizing the
sale of its LCFS Credit Generating Facilities as detailed in Section 2 of this Agreement; and
NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants contained in this
Agreement, and other valuable consideration, the parties hereto and intending to be legally bound hereby, agree as follows:
1. Scope of Agreement.
A. Term. This Agreement shall commence as of the date noted above ("the Effective Date") and shall continue until
the third anniversary of the Effective Date or the last day of the quarter in which such date falls ("the Termination
Date").
B. Product and Quantity. During the term of this Agreement, 3 Phases will exclusively register, manage, and optimize
the credit generation and monetization of the LCFS Credits that the Client is eligible to generate, including LCFS
Credits generated through electric vehicle charging, at the Client's Credit Generating Facilities.
C. Terms and Conditions. Client acknowledges and agrees it has received a copy of 3 Phases Standard Terms and
Conditions, which is part of this Service Agreement, and attached hereto as Exhibit A and incorporated herein by
reference.
2. Services and Payments.
A. Compensation Structure and Payment Terms. Client will compensate 3 Phases (the "3 Phases Revenue Share
Portion") for providing Account Management Services, as detailed in Section 3 of this Agreement, upon the sale of
LCFS Credits to a Credit Purchaser sale on a tiered structure according to the below table:
B. Taxes and Fees. Any applicable taxes applied to the sale of the LCFS Credits shall be passed through to the
Client and shall appear on each respective statement.
C. LRT-CBTS Account and Data. Client hereby grants 3 Phases the right to create an LRT-CBTS account on its
behalf and to act as the administrator of such account. Upon 3 Phases' request to Client, Client shall promptly
provide to 3 Phases any information and/or data necessary for 3 Phases to perform the services described in this
Agreement.
D. Credit Transfer. 3 Phases will at its sole discretion transfer, on a quarterly basis, all LCFS Credits in the Client's
LRT-CBTS account to 3 Phases' LRT-CBTS account for the sole purpose of and in the reasonable anticipation of
selling the LCFS Credits to a LCFS Credit Purchaser. If, at the sole discretion of 3 Phases, the LCFS Credits are
not sold -that quarter, then no such transfer between accounts will occur or any transferred LCFS Credits shall be
returned to the Client's account.
E. Payments. After transacting with a LCFS Credit Purchaser for the Client's LCFS Credits, 3 Phases will generate
a statement detailing the payment due to the Client by 3 Phases. 3 Phases shall make a payment to the Client in
accordance with such statement within thirty (30) days.
F. LCFS Credit Transactions. Due to market conditions, it may not be feasible to sell the Client's LCFS Credits
without bundling them with other LCFS Credits in 3 Phases' Account. 3 Phases will make commercially reasonable
Quarterly Credit Generation
3 Phases Revenue Share
Client's Revenue Share Portion
the first 100 credits generated
15%
85%
the next 101 <Xs250 credits generated
18%
82%
any credits generated >251
10%
90%
B. Taxes and Fees. Any applicable taxes applied to the sale of the LCFS Credits shall be passed through to the
Client and shall appear on each respective statement.
C. LRT-CBTS Account and Data. Client hereby grants 3 Phases the right to create an LRT-CBTS account on its
behalf and to act as the administrator of such account. Upon 3 Phases' request to Client, Client shall promptly
provide to 3 Phases any information and/or data necessary for 3 Phases to perform the services described in this
Agreement.
D. Credit Transfer. 3 Phases will at its sole discretion transfer, on a quarterly basis, all LCFS Credits in the Client's
LRT-CBTS account to 3 Phases' LRT-CBTS account for the sole purpose of and in the reasonable anticipation of
selling the LCFS Credits to a LCFS Credit Purchaser. If, at the sole discretion of 3 Phases, the LCFS Credits are
not sold -that quarter, then no such transfer between accounts will occur or any transferred LCFS Credits shall be
returned to the Client's account.
E. Payments. After transacting with a LCFS Credit Purchaser for the Client's LCFS Credits, 3 Phases will generate
a statement detailing the payment due to the Client by 3 Phases. 3 Phases shall make a payment to the Client in
accordance with such statement within thirty (30) days.
F. LCFS Credit Transactions. Due to market conditions, it may not be feasible to sell the Client's LCFS Credits
without bundling them with other LCFS Credits in 3 Phases' Account. 3 Phases will make commercially reasonable
Page 2 of 2
efforts to sell the Client's LCFS Credits on their own, however 3 Phases reserves the right to bundle the Client's
LCFS Credits with other LCFS Credits.
3. Account Management Services.
A. Facility Registration. Registration of all potential LCFS Credit sources including those listed in Exhibit B (the
"Client Credit Generating Facilities"). The Client will be required to provide any necessary information as outlined
in the LCFS Regulation including; Client FEIN, Equipment location(s), The latitude & longitude (when available),
Equipment serial numbers and Equipment manufacturer(s). Eligible Facilities include both Client owned facilities
and facilities wherein the Client is marketing and monetizing LCFS Credits on behalf of another entity.
B. Fuel Pathway. 3 Phases will register equipment located at the LCFS Credit Generating Facilities listed in Exhibit
B using grid electricity as the designated fuel. If there is potential to increase LCFS Credit generation by lowering
the carbon intensity of the Fuel Pathway, the Client will be asked to provide Equipment and LCFS Credit Generating
Facility information in accordance with the LCFS Regulation requirements. 3 Phases will handle administrative
application requirements to process the new fuel pathway application.
C. Additional Credit Generation. 3 Phases will provide market expertise and account guidance to enable the Client
to generate the maximum possible amount of LCFS Credits from its facilities. If an opportunity exists to generate
additional LCFS Credits, the Client will be asked to provide any necessary equipment and facilities data to facilitate
receiving the additional LCFS Credits. This includes, but is not limited to usage data and specifications, etc. In the
event that, at Client's election, 3 Phases provides any such additional equipment to the Client, all such costs shall
be netted from the total revenue received from selling the LCFS Credits, such that 3 Phases recovers its full costs
for such equipment first and before any revenue share calculation pursuant to Section 3(A) shall be calculated on
the net amount. Furthermore, 3 Phases reserves the right to allocate environmental attributes to decrease the
carbon intensity of fuel used at the Client Credit Generating Facilities. In such case, 3 Phases shall at its option
allocate any such environmental attributes and retire them pursuant to ARB guidelines. Such cost of environmental
attributes will be netted from the total revenue received from selling the LCFS Credits if any additional LCFS Credits
are created on behalf of the Client, and the 3 Phases Revenue Share shall be calculated on the net amount (the
total revenue minus REC costs) if such costs are passed on to the Client.
D. Charging Data. 3 Phases will review and submit reports to CARB verifying Equipment consumption and/or usage
as may be applicable on a quarterly basis. The Client must provide this data to 3 Phases within 15 business days
of the end of a calendar quarter.
E. Credit Marketing, 3 Phases will use commercially reasonable efforts to optimize revenues from the sale of the
Client's LCFS credits.
F. Contracting: 3 Phases will contract directly with LCFS Credit Purchaser's to monetize the LCFS Credits and will
therefore transfer and take title to the LCFS Credits as outlined in Section 2 above.
G. Reporting. 3 Phases will assist the Client with reporting requirements as detailed in CARB's LCFS regulation.
However, the parties agree that 3 Phases' in no way assumes any of the Client's obligations with respect to the
LCFS Regulation, reporting or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.
3 Phases Renewables Inc. "3 Phases"
By: Signed in Cur,, -
Print:
Title:
Date:
Attest
AI)A
Leilani 1. Brown,
/2021
Date: A V �k
City of Newport Beach "Client"
By:
Priowce K. Leung
Title: City Manager
Date: 10 / 06 /2021
APPROVED AS TO FORM:
CITY ATT EY'S OFFICE
`✓ on C. , ty Attorney
q•ti0•LI
Page 2 of 2
efforts to sell the Client's LCFS Credits on their own, however 3 Phases reserves the right to bundle the Client's
LCFS Credits with other LCFS Credits.
3. Account Management Services.
A. Facility Registration. Registration of all potential LCFS Credit sources including those listed in Exhibit B (the
"Client Credit Generating Facilities"). The Client will be required to provide any necessary information as outlined
in the LCFS Regulation including; Client FEIN, Equipment location(s), The latitude & longitude (when available),
Equipment serial numbers and Equipment manufacturer(s). Eligible Facilities include both Client owned facilities
and facilities wherein the Client is marketing and monetizing LCFS Credits on behalf of another entity.
B. Fuel Pathway. 3 Phases will register equipment located at the LCFS Credit Generating Facilities listed in Exhibit
B using grid electricity as the designated fuel. If there is potential to increase LCFS Credit generation by lowering
the carbon intensity of the Fuel Pathway, the Client will be asked to provide Equipment and LCFS Credit Generating
Facility information in accordance with the LCFS Regulation requirements. 3 Phases will handle administrative
application requirements to process the new fuel pathway application.
C. Additional Credit Generation. 3 Phases will provide market expertise and account guidance to enable the Client
to generate the maximum possible amount of LCFS Credits from its facilities. If an opportunity exists to generate
additional LCFS Credits, the Client will be asked to provide any necessary equipment and facilities data to facilitate
receiving the additional LCFS Credits. This includes, but is not limited to usage data and specifications, etc. In the
event that, at Client's election, 3 Phases provides any such additional equipment to the Client, all such costs shall
be netted from the total revenue received from selling the LCFS Credits, such that 3 Phases recovers its full costs
for such equipment first and before any revenue share calculation pursuant to Section 3(A) shall be calculated on
the net amount. Furthermore, 3 Phases reserves the right to allocate environmental attributes to decrease the
carbon intensity of fuel used at the Client Credit Generating Facilities. In such case, 3 Phases shall at its option
allocate any such environmental attributes and retire them pursuant to ARB guidelines. Such cost of environmental
attributes will be netted from the total revenue received from selling the LCFS Credits if any additional LCFS Credits
are created on behalf of the Client, and the 3 Phases Revenue Share shall be calculated on the net amount (the
total revenue minus REC costs) if such costs are passed on to the Client.
D. Charging Data. 3 Phases will review and submit reports to CARB verifying Equipment consumption and/or usage
as may be applicable on a quarterly basis. The Client must provide this data to 3 Phases within 15 business days
of the end of a calendar quarter.
E. Credit Marketing. 3 Phases will use commercially reasonable efforts to optimize revenues from the sale of the
Client's LCFS credits.
F. Contracting: 3 Phases will contract directly with LCFS Credit Purchaser's to monetize the LCFS Credits and will
therefore transfer and take title to the LCFS Credits as outlined in Section 2 above.
G. Reporting. 3 Phases will assist the Client with reporting requirements as detailed in CARB's LCFS regulation.
However, the parties agree that 3 Phases' in no way assumes any of the Client's obligations with respect to the
LCFS Regulation, reporting or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written
3 Phases Renewables Inc. "/3 Phases"
By: ,d�1. bj(IQ.
Print: Ll5 Q, a0.✓-
Title: CQe.40, ti A_V'0t-, s `)o _�4- il,
Date: 9 / 1�_ U /2021
City of Newport Beach "Client"
By:
Print: Grace K. Leung
Title: City Manager
Date: / /2021
APPROVED AS TO FORM:
CITY ATTO NEY'sOFFICE
�vy C. . City Altomey
EXHIBIT A Page 1 of 3
Standard
3 Phases
Renewables- Terms and Conditions
1. Application of Terms and Conditions
1.1. 3 Phases Renewables, together with its affiliated entities, is California corporation with its principle place of
business located at 1228 E. Grand Avenue, EI Segundo, CA 90245 (hereinafter referred to "3 Phases" or the
"Buyer").
1.2. "Client" is the entity or individual described in the Service Agreement as the "Client" or in the Purchase Agreement
as the "Seller".
1.3. 3 Phases and Client shall from time to time be referred to as "party" and collectively be referred to as "parties".
2. Definitions and Interpretation
2.1. In these Terms and Conditions, unless the context otherwise specified, the following expressions have the following
meanings:
2.1.1. "CARB or ARB" means California Air Resources Board
2.1.2. "LCFS" means Low Carbon Fuel Standards
2.1.3. "Equipment" means Electric Vehicle Supply Equipment (EVSE) or any other equipment capable of
generating LCFS Credits.
2.1.4. "LCFS Regulations" means the regulations, orders, decrees and standards issued by a governmental
authority implementing or otherwise applicable to the Low Carbon Fuel Standard as set forth in 17 CCR §
95480 et seq. and each successor regulation, as may be subsequently amended, modified, restated from
time to time.
2.1.5. "LCFS Credit(s)" or "LCFS Deficit(s)" means a Credit or Deficit as defined in the LCFS Regulations.
2.1.6. "Executive Officer" has the meaning specified in the LCFS Regulations
2.1.7. "LCFS Account" means the account of a party showing the LCFS Credits and Deficits generated by the
party or transferred, purchased or acquired by the party, as established with the ARB or another
governmental authority pursuant to the LCFS Regulations.
2.1.8. "LRT-CBTS" means "LCFS Reporting Tool and Credit Bank and Transfer System.
2.1.9. "Credit Purchaser" means a Party registered in ARB's LRT-CBTS who is willing and able to purchase
LCFS Credits at a fair market value including but not limited to obligated parties as defined in the LCFS
Regulations.
Representations and Warranties
3.1. Each party represents and warrants to the other that:
3.1.1.It is validly existing and in good standing in the jurisdiction of its formation;
3.1.2.The execution, delivery, and performance of this Agreement and each Confirmation Letter are within its power,
have been duly authorized by all necessary action and do not violate any of the terms and conditions in its
governing documents or any agreements to which it is a party or any applicable law;
3.1.3. It has not filed, does not plan to file, nor has it had filed against it, any bankruptcy proceeding;
3.1.4.This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with
its terms (subject to any equitable defenses);
3.1.5.It is not a party or subject to any agreement that may restrict or interfere with the delivery or receipt of the
Electricity under this Agreement;
3.1.6.It shall be solely responsible for retaining adequate advisors and counsel to advise it with respect to the
obligations assumed hereunder regardless of any information provided by the other party;
3.1.7.It is a "forward contract merchant" within the meaning of such term as used in the U.S. Bankruptcy Code and
each party is acting in its capacity as a forward contract merchant in entering into this Agreement;
3.1.8.It has knowledge and experience in business matters sufficient to enable it to evaluate the risks associated
with this Agreement and this Agreement is entered into by each party at its sole election and in the exercise
of its independent judgment without duress, and it is not relying on any representations of the other party other
than those expressly set forth herein.
3.2. Client represents to 3 Phases that:
3.2.1.Client owns or controls Client's Credit Generating Facilities or has control over the sale and Initiation of
transfer of the LCFS Credits therefor;
3.2.2.All of the information furnished by Client concerning Client's Facilities is, to the best of Client's information
and belief, true and accurate;
3.2.3.Client conveys good title to all LCFS Credits hereunder, free and clear of any liens, security interests, and
encumbrances or any interest in or to them by any third party;
EXHIBIT A Page 2 of 3
3.2.4.Client has complied and will continue to comply for the duration of this Agreement, with a LCFS Regulations,
including but not limited to the requirements set forth in Section 95483(e) of the LCFS Regulations, including
those related to public education, rate setting, and use of credit proceeds when applicable;
3.2.5.Client has been and is solely responsible for its compliance with the LCFS Regulations and has notified 3
Phases of any non-compliance and shall continue to do so for the duration of this Agreement;
3.2.6.Client has not sold, transferred or encumbered (nor become legally obligated to do the same) any rights, title,
or interest in the LCFS Credits to any person other than 3 Phases; and
3.2.7. Neither the Client, nor any of its associated or parent organizations or affiliates or its Clients or the party that
owns the Client Credit Generating Facilities, has claimed directly or indirectly, including on any voluntary or
mandatory basis, any of the LCFS Credits for any benefit whatsoever except as related to the transfer of such
credits to 3 Phases.
3.2.8. In the event of LCFS Credit Purchases and/or Transfers:
3.2.8.1. Each LCFS Credit transferred to Buyer hereunder is valid as contemplated by the LCFS
Regulations and is, indefeasibly a "Credit" as defined by the LCFS Regulations.
3.2.8.2. Each LCFS Credit was deposited into Seller's LCFS Account, or otherwise transferred and
recorded by the Executive Officer in Seller's LCFS Account, prior to Initiation hereunder and Seller has
good title to each LCFS Credit prior to Initiation hereunder.
3.2.8.3. the Quantity of the LCFS Credits Initiated does not exceed the number of total LCFS Credits in the
Seller's LCFS Account as determined in accordance with §95487(c)(1) of the LCFS Regulations.
3.2.8.4. Upon Transfer and recordation of the LCFS Credits in Buyer's LCFS Account, the LCFS Credits
shall be available for Buyer's use for retirement, transfer to a third party or otherwise
4. Default and Termination.
4.1. If a Default with respect to a party shall have occurred and be continuing for at least ten (10) days after the
defaulting party has received written notice ("Default Notice") of such Default from the non -defaulting party, the
non -defaulting party shall have the right to suspend its obligations and/or designate a date upon which all
outstanding obligations will liquidate and terminate and all amounts owing will accelerate and be netted into a
single amount as of such date.
4.2. The non -defaulting party shall calculate in a commercially reasonable manner a settlement amount for such
termination as of the early termination date of the Default Notice. For purposes of calculating such a settlement
amount for any such termination for which the Contract Quantity is not a fixed quantity, the Contract Quantity shall
be the estimated baseline quantity set forth in this Agreement.
4.3. In the event that 3 Phases is in Default this Agreement, it is agreed that the damage of Client shall include but not
be limited to first, whenever possible, the return of the LCFS Credits back to the Client by 3 Phases, and if such
option is not available, the reasonable cost of reselling the LCFS Credits. Reasonable cost of reselling shall be
defined as the difference between the sale price under this Agreement and the market price if the market price is
lower than the sale price and zero if the market price is higher than sale price.
4.4. "Default" means, with respect to a party (the defaulting party), the occurrence of any of the following:
4.4.1.the failure to make, when due, any payment required pursuant to this Agreement and such failure to make
payment is not remedied within fifteen (15) days after written notice;
4.4.2.any material representation or warranty set forth in this Agreement is false or misleading when made or
repeated;
4.4.3.the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent
constituting a separate Default) if such failure is not remedied within thirty (30) days after written notice is
received by the defaulting party;
4.4.4.such party (or such party's credit support provider) files a petition or otherwise commences, authorizes or
acquiesces to the commencement of a proceeding or cause of action with respect to it under any bankruptcy
proceeding or similar laws for the protection of creditors, or has such a petition filed against it;
4.4.5.such party makes an assignment or any general arrangement for the benefit of creditors;
4.4.6.such party otherwise becomes bankrupt or insolvent (however evidenced), or otherwise unable to pay its
debts as they fall due; or
4.4.7. termination of a transaction prior to its end date unless otherwise agreed to in this Agreement.
Disclaimer and Limitation of Liability.
5.1. 3 Phases' liability for the breach of terms of this Agreement shall be no greater than Client's "direct damages."
"Direct damages" shall equal the difference between the price received by the Client from 3 Phases and the monthly
average LCFS Credit price per credit (as reported by ARB), multiplied by the number of LCFS Credits transferred
to 3 Phases LRT-CBTS during the two calendar quarters prior to any such damages claim.
5.2. In the event that Client is unable to provide the necessary information to register and report LCFS Credits, 3 Phases
shall not be liable for any indirect, incidental, consequential, punitive or exemplary damages, whether in contract
or in tort, including but not limited to lost profits, lost revenues, business interruption or claims of third parties.
EXHIBIT A Page 3 of 3
6. Bankruptcy Code Acknowledgements.
6.1. The parties acknowledge and agree that this Agreement constitutes a "forward contracts" within the meaning of
the United States Bankruptcy Code. Each party further agrees that, for purposes of this Agreement, the other
party is not a "utility" as such term is used in Section 366 of the U.S. Bankruptcy Code, and each party waives and
agrees not to assert the applicability of such Section 366 in any bankruptcy proceeding wherein such party is a
debtor. The parties further agree that all Electricity delivered hereunder constitutes a "good" under Section
503(b)(9) of the U.S. Bankruptcy Code.
7. Miscellaneous.
7.1. Entire Agreement. The terms and conditions set forth in this Agreement constitute the entire understanding and
agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings
or agreements between the parties with respect to the subject matter hereof.
7.2. Force Majeure. Neither party shall be liable in any respect for failure or delay in the fulfillment or performance of
this Agreement, including but not limited to, the obligation to make deliveries, if performance is hindered or
prevented, directly or indirectly by war, riots, embargo, national emergency, shortage or inability to obtain
transportation or transfer facilities, plant breakdown, inability to secure fuel, power, material or labor, fire, flood,
windstorm or other acts of God; strikes, lockouts, or other labor disturbances (whether among employees, of either
party, either party's suppliers, or other); delays, failure, and/or refusal of suppliers to provide materials; orders or
acts of any government or governmental agency or authority (explicitly inclusive of any measures adopted by any
state or federal agency or authority or any quasi -government entity or authority or any government -appointed entity
or authority affecting energy policy and any measures adopted by the utility); or any other cause of like or different
kind beyond such party's reasonable control, and which by the exercise of reasonable diligence that the party is
unable to prevent; it being understood, however, that neither party shall be under obligation to settle strikes,
lockouts or other disputes (collectively "Force Majeure"). In the event that a party is unable to fulfill its obligations
to the other under this Agreement resulting from any Force Majeure, then each party's performance shall be
excused to the extent of the effect of such Force Majeure.
7.3. Waiver, Amendment. None of the terms or conditions of this Agreement may be amended or waived except by
a writing signed by the parties. The parties agree that no waiver, amendment, or modification of this Agreement
shall be established by conduct, custom, or course of dealing. The failure by any party at any time or times to
require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
7.4. Assignability. The rights and obligations of Client under this Agreement are not assignable without the prior
written consent of 3 Phases. The rights and obligations of 3 Phases under this Agreement may be acquired,
pledged or assigned as by 3 Phases in its sole discretion.
7.5. Severability. If any part of this Agreement is found to be void or unenforceable, the provisions shall be severable
and those provisions which are lawful shall remain in full force and effect.
7.6. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of California without
regard to conflict of law principles. Any dispute under this Agreement shall be resolved in the State or Federal
Courts in Orange County in the State of California.
7.7. Notices. Notices given hereunder shall be in writing and delivered personally or sent by overnight courier to the
address noted as the place of business below or as either party may hereafter furnish in writing to the other party.
Overnight courier notices shall be deemed to be received one day after the date on which the notice is timely
delivered to the courier. Notice to 3 Phases shall be made to: 3 Phases Renewables Clean Transportation Attn:
General Counsel, 1228 E. Grand Ave., EI Segundo CA 90245. Notice to Client shall be made to the address
indicated on the Service Agreement.
7.8. Confidentiality. Neither party shall disclose, directly or indirectly, any of the terms, conditions or covenants in this
Agreement, except to its counsel, accountants and employees with a need to know, provided such persons are
under an obligation by each party at least as restrictive as the one in this Agreement to keep the terms, conditions,
or covenants in this Agreement, except in compliance with any foreign or federal or state law, regulation or rule, or
pursuant to any judicial, legislative or administrative proceeding; provided that in the event of compliance with a
proceeding the disclosing party first provide the nondisclosing party prompt notice of the mandated disclosure so
as to provide the nondisclosing party sufficient time to object. In the event the parties entered into a separate
nondisclosure agreement, the terms of such agreement shall be incorporated by reference herein. Each party may
use the other's name, logo, and any relevant project photos for marketing purposes without any further express
consent from the other party.
7.10. Headings. Are inserted for convenience only and shall not define or limit any of the terms or conditions hereof.
Exhibit B
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