APPENDIX B SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY PRELIMINARY TERM SHEET FOR [Developer Name] Date [Date] Buyer Southern California Public Power Authority (“SCPPA”, “Buyer”, or “Party”) Seller [Owner’s Name, LLC] (“Short Owner Name”, “Seller”, or “Party”) Project Name [Project Name] (the “Project”), a [indicate type] generating facility with a net nameplate capacity of [ ] MW located in [county and state]. Technology [Type of facility and tracking mechanism if any] Example: Solar PV -Fixed Tilt
Compliance with Environmental Regulations The Project received a final notice of determination under the California Environmental Quality Act (“CEQA”), the National Environmental Policy Act (“NEPA”) and/or other comparable environmental law of the state where the Project is located. Buyer’s and SCPPA Project participant’s acceptance of the Project’s environmental compliance may be be a condition precedent to Buyer entering into the PPA. Check appropriate box Agreed Not Agreed Comments: ___________ Right of First Offer and First Refusal shall have the right of first refusal and the right of first offer for any proposed sale of the Project or any interest held by Seller in the Project; provided that this right of first refusal and right of first offer shall not apply with respect to the sale of interests in Seller in connection with a tax equity financing. appropriate box Agreed Not Agreed Comments: ___________ Project Purchase Option shall have the right to purchase the Project during the term of the Project by providing a tentative notice to Seller of its right to exercise its purchase option: 1 year prior to the 7th anniversary of COD, with closing to occur on the 7th anniversary of COD. 1 year prior to the 10th anniversary of COD, with closing to occur on the 10th anniversary of COD. 1 year prior to the 15th anniversary of COD, with closing to occur on the 15th anniversary of COD. 1 year prior to every subsequent five years after the 15th anniversary of COD until the end of the term of the PPA. The above collectively (the “Project Purchase Option”). Disclosure Updates: No later than 45 days after receipt of Buyer’s tentative option Check appropriate box Agreed Not Agreed Comments: ___________
in the PPA, such provision will be negotiated in the PPA. Comments: _____________________ Appendices Annual Contract Quantities must be listed by year in Appendix 1 of this Term Sheet. Milestone Schedule must be completed in Appendix 2 of this Term Sheet. Check appropriate box Agreed Not Agreed Comments: ___________ Non-Binding Term Sheet Seller and fully understand and agree that this Term Sheet does not contain all of the requisite terms and conditions of a definitive agreement and is not intended to create, nor does it create, a binding and enforceable commitment between the Parties. Seller and Buyer fully understand and agree that no binding contract will exist between the Parties until the Parties execute a definitive PPA, all required approvals are obtained and all conditions precedent to the effectiveness of that PPA have been satisfied. Seller and Buyer fully understand and agree that any costs or obligations incurred as a result of or during the course of negotiation or other associated work on this term sheet shall be the sole responsibility of each individual Check appropriate box Agreed Not Agreed Comments: ___________
18 19 20 21 22 23 24 25 26 27 28 29 30 Appendix 2: Milestone Schedule (Table To be completed) Pre-COD Guaranteed Date Milestone Description Daily Liquidated Damages for Delay () Security deposit at milestone achievement 1 10 days following PPA execution or as a condition to of the PPA Project Development security (initial) 2 Earlier of 241days following PPA execution Or 12 months in advance of COD notification Performance Term Security (at COD notice) 2 [Date] Execute Site Control Agreement