ATTACHMENT C 
                                    SAMPLE POWER PURCHASE AGREEMENT 
                 
                                                       COUNTY OF SANTA CLARA 
                                                                     
                                                          Contract Award Notice 
                                                                     
                                                                     
                                                                     
                        
               
              CONTRACT TITLE:  POWER PURCHASE AGREEMENT 
               
              CONTRACT NUMBER:           ___________________________ 
               
              AWARD DATE:    ___________________________ 
               
              CONTRACT PERIOD:           ___________________________  
               
              SERVICE:    Electricity Service Provision 
               
              COMMODITY NO:              ____________________________ 
               
              BUYER CONTACT:             _____________________________     
                      
                     TITLE:  _____________________________  
               
              BUYER TEL:   _____________________________ 
                       
              BUYER EMAIL:               _____________________________ 
               
               
               
              SELLER NAME:               _____________________________ 
               
              SELLER CONTACT:            _____________________________     
                
                     TITLE:  _____________________________  
               
              SELLER TEL:                _____________________________ 
                       
              SELLER EMAIL:              _____________________________ 
               
               
              County of Santa Clara    Page 1 of 48    Sample PPA 
              RFP – RRPPA-001-310 
                                                   
                                          ATTACHMENT C 
                               SAMPLE POWER PURCHASE AGREEMENT 
                                                                                        
            PURPOSE:               To establish a service contract with ______________________ for 
                                        delivery of electricity.  
             
            TOTAL VALUE:           The total value of this contract shall not exceed $ __________.  
              
            REFERENCE:             The following (and all exhibits) constitutes the contract document: 
             
             
            Agreement By and Between _______________________ and __________________________ executed 
            effective __________________ 
             
             
             
            County of Santa Clara    Page 2 of 48    Sample PPA 
            RFP – RRPPA-001-310      
                                                               
                                                    ATTACHMENT C 
                                      SAMPLE POWER PURCHASE AGREEMENT 
                                                                                                              
                
                                                     COUNTY OF SANTA CLARA [/ Buyer] 
                                                                         
                                                 REGIONAL POWER PURCHASE AGREEMENT 
                                                                         
                                                                         
                                                                         
                         
                
                
                
                                                  TABLE OF CONTENTS 
                
                
                
                       Article Page 
                         1.  Definitions …………………………………………………...                                    5 
                         2.  Effective Date, Term…………………………………………                                 11 
                         3.  Engineering and Construction Requirements…………...                     12 
                         4.  Delivery of Power, Metering & Monitoring………………….                     16 
                         5.  Billing & Payment……………………………………………                                   21 
                         6.  Deposit Requirements………………………………………..                                22 
                         7.  Seller’s Additional Obligations………………………………                          23 
                         8.  Force Majeure………………………………………………... 27 
                         9.  Termination for Convenience………………………………... 29 
                         10. Dispute Resolution…………………………………………...                                32 
                         11. Default & Remedies………………………………………….                                  32 
                         12. Representations, Warranties & Covenants…………………..                     36 
                         13. Assignment & Financing…………………………………….                                38 
                         14. Other Terms & Conditions…………………………………..                              39 
               County of Santa Clara    Page 3 of 48    Sample PPA 
               RFP – RRPPA-001-310      
                                   
                             ATTACHMENT C 
                     SAMPLE POWER PURCHASE AGREEMENT 
                                                             
                                     
                             COUNTY OF SANTA CLARA [/ Buyer] 
                                         
                            REGIONAL POWER PURCHASE AGREEMENT 
                                         
                                         
                                         
               
            [Fixed Subarticle numbers, alignment, and spacing throughout the document to clean up the 
            document presentation] 
            This agreement (“Agreement”), by and between ____________ (hereafter referred to as “Buyer”) 
            and ____________  (hereafter referred to as “Seller”) is dated _____________. 
         
                                R E C I T A L S 
             
            A.      [Buyer] wishes to meet its power requirements cost effectively, efficiently and in 
                    an environmentally-friendly manner; 
            B.      [Buyer] has solicited proposals from persons, firms, organizations, and/or other 
                    legal entities to provide such power from renewable resources in a 
                    cooperative/joint solicitation led by the County of Santa Clara;  
            C.      [Seller] is in the business of designing, constructing and operating solar 
                    photovoltaic (“PV”), fuel cell or hybrid electric generating systems for the purpose 
                    of selling power generated by the systems to its customers; 
            D.      [Buyer] has selected [Seller] to design, construct, own and operate a solar PV, fuel 
                    cell or hybrid generating system to be located on its property subject to the terms, 
                    conditions, covenants and provisions set forth herein; 
            E.      [Seller] intends to construct, own, and operate renewable energy-powered 
                    generating facilities that shall qualify as an eligible renewable energy resource 
                    (“ERR”) under the State of California Renewable Portfolio Standard (“RPS”) and 
                    desires to sell electricity produced by such generating facilities together with other 
                    attributes to Buyer pursuant to the terms, conditions, covenants and provisions set 
                    forth herein; 
            F.      Buyer desires to purchase electricity generated by Seller’s generating facility, 
                    together with all Environmental Attributes pursuant to the terms and conditions set 
                    forth herein; 
         
        NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable 
        consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
        County of Santa Clara    Page 4 of 48    Sample PPA 
        RFP – RRPPA-001-310