developer.casgrain.com

C-4 Development of a renewable energy business case within the airport regulator, which operates under applicable law and includes all departments, commissions, offices, boards, administrative authorities or regulators of a government. “Host” means the City of Santa Barbara and its successors. “Initial Period” has the meaning given in Section 2. “Installer” means the person designated by the Supplier to install the installation on the premises. The installer must be ______ or another qualified and licensed contractor that can be approved by the host. “Land Registry” means the office where the Website`s real estate records are generally stored. `lender` means persons who provide construction or permanent financing to the supplier as part of the establishment of the facility and include investors in sale-leaseback transactions. “Local Electric Utility” means the owner and local operator of the electricity distribution that, under the laws of the State of California, is responsible for providing electricity distribution and interconnection services to the Host on the Site. The term “period of operation” has the meaning given in Section 2. “Party” means either the Host or the Provider as set out in the Context, and “Parties” means both the Host and the Provider. “Person” means any person, partnership, corporation, limited liability company, commercial trust, public company, trust, unregistered association, joint venture, corporation or other entity, or any government agency. “Place of delivery” has the meaning set out in Article 6(a). “Premises” means the part of the Website described in Appendix D.

“Supplier” means , and its successors. `renewable energy certificate` or `REC` means a certificate, credit, quota, green label or other transferable evidence, irrespective of the justification, issued by a competent programme or certification body indicating the production of a certain amount of energy or a product associated with the production of a certain amount of energy from a renewable energy source by a renewable energy installation. “Location” means the property described in Appendix C, to which the Premises also belong. Model Power Purchase Agreement C-13 If the Supplier does not pay the Host the amount due for an annual shortfall of the guaranteed minimum annual performance within 60 days of notification of such payment, the Host has the express right to withhold payment until the loss of profit due from any payment otherwise payable to the Supplier for electricity. 9. ADDITIONAL SERVICE, NET METERING AND RECS (a) Throughout the term, the Host is responsible for meeting all of its electrical power needs beyond the quantities generated by the facility and pays for such service in accordance with the applicable contracts or tariffs of the local electricity supplier or other electricity service provider. The supplier is not obliged to purchase or pay for this additional or emergency electricity. (b) At any time when the electricity produced from the Facility exceeds the Host`s needs at that time, the Host shall nevertheless pay the Supplier all electricity produced by the Facility, except as provided in Article 14(e) of this Agreement, at the rates and in the manner provided for in this Agreement. At the host`s option, electricity beyond the host`s requirements may be delivered to the local power company through the place of delivery, and the host will receive all payments from the local power supply company, either directly for electricity or by receiving credits or payments that may be available from the local electricity provider as part of net metering or similar programs.

Where the applicable law or practice of the local electricity supplier limits the host`s ability to sell the electricity produced by the installation to the local electricity supplier, the Parties shall agree on alternative arrangements to enable them, to the extent possible, to receive payments from the local electricity supply undertaking, provided that the economic benefits for the supplier are those provided for in this Section 9, point (b). Remainder. Except as provided in Section 9(b), Supplier will receive all payments available under THE CSI and any other federal, state or local renewable energy program, and the Host will assist supplier in preparing all applications and other documents necessary to receive such payments, including designating Supplier as a Customer for CSI purposes or allocating CSI payments to Supplier. If the Host receives payments under the CSI or other programs related to the Facility, except as provided for in Article 9(b), the Host will immediately pay them to the Supplier. The Host`s obligation to make payments to the Provider under this paragraph (c) is limited to all payments that the Host actually receives. (d) (c) The Host Party is the owner of all renewable energy allowances and environmental attributes that may result from the operation of the facility and has the right to transfer such renewable energy certificates and environmental attributes to any person. The Supplier shall assist the Host in preparing all documents necessary to obtain such renewable energy certificates and environmental attributes, and if the Supplier is considered to be the owner of such renewable energy certificates and environmental attributes, the Supplier shall assign them (or the proceeds thereof) to the Host. If the provider receives payments for these certificates or attributes, it must transfer them immediately to the host. Model Power Purchase Agreement C-33 APPENDIX C SITE DESCRIPTION This is a simplified power purchase agreement to be used in particular in rural electrification projects, whether water-electric or thermal. Model Power Purchase Agreement C-21 for the sending of guarantees, the Party shall establish, for the benefit of the other Party, a down payment, letter of credit or other security acceptable to the other Party to compensate the other Party for any loss (as defined in paragraph 17(a)) that could reasonably be expected if that privilege is not removed or waived. 19. REPRESENTATIONS AND WARRANTIES (a) Each party hereby represents and warrants to the other party at the time of this Agreement that: (i) Organization.

It is properly organized, valid and in good standing under the laws of its constituent state and the State of California and has the authority and authority to enter into this Agreement and perform its obligations under this Agreement. (ii) No conflict. The performance and delivery of this Agreement and the performance and compliance with the terms of this Agreement shall not conflict with or constitute a breach or omission under (i) its organizational documents; (ii) any agreement or other obligation to which it is bound; (iii) Laws or Regulations. (iii) Enforceability. (x) all measures to be taken by that Party or by that Party which are necessary to ensure the effectiveness of this Agreement have been duly and effectively taken; (y) this Agreement has been duly and effectively authorized, performed and delivered on behalf of that party; and (z) this Agreement constitutes a legal, valid and binding obligation of that party that is enforceable in accordance with its terms, subject to the laws of bankruptcy, bankruptcy, reorganization, moratorium or other similar laws, provided, however, that such statements with respect to the Host are subject to acceptance of a regulation approving this Agreement and that within thirty (30) days after such adoption does not contests or submits a referendum on the approval of such a by-law. (iv) No Dispute. There shall be no order, suit, suit or proceeding in court or in equity by or before any government agency, arbitral tribunal or other body that threatens or influences it or that is brought or claimed by it before or before any court or arbitrator of any kind or by any governmental authority that could reasonably be expected to be: that they have a significant adverse effect on them or on their ability to fulfil their obligations under this Agreement or on the validity or applicability of this Agreement. (b) In addition to the representations and warranties set forth in Section 19(a), the Host represents and warrants to supplier at the time of this press release that: (i) Use of Electricity. The host has provided the provider with complete and correct records of its electricity consumption on the website. (ii) the inventory of fixtures. The Host has granted the Supplier to the extent of developing a business case for renewable energy at airports through C-14 (e) The Supplier is entitled to receive payments for electrical capacity or ancillary services that may become available as a result of the construction or operation of the facility.

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