TVA RESTRICTED INFORMATION: This Form is the property of TVA and is not intended for further distribution. Except as may be otherwise be required by law, (a) Customer and Distributor will not disclose this document or its contents except to one another and/or TVA; (b) TVA and Distributor will not disclose confidential information provided by Customer herein without Customers consent.
A.1.1 Annual Load Factor means the percentage calculated by dividing a Plants total metered energy for any year by the product of the highest Total Metered Demand for that year and the number of clock hours in that year.
A.1.2 Award Period means the period from the first billing period in which a Customer is scheduled to receive a Bill Credit through the 5th anniversary of said billing period.
A.1.3 Base Year means the 12-month period immediately preceding the date a Customer signs this agreement or 12 months prior to the start of the Evaluation Period, whichever occurs first.
A.1.4 Commercial Operation Date means the date certified by Customer and agreed to by TVA when the Plant achieved Commercial Operation. Factors to be considered by Customer in determining and certifying to TVA that a Plant has achieved Commercial Operation include but are not limited to the following: whether Plant construction is complete; whether testing is complete; whether the Plant is regularly producing goods or services for sale; whether Plant assets have been placed in service for Federal income tax purposes or in accordance with Generally Accepted Accounting Principles (GAAP); and whether the Plant is purchasing firm power pursuant to a written power contract conforming with A.2.2.
A.1.5 Customer means a company, or companys wholly-owned subsidiary doing business at the Plant, that purchases power for its Plant from TVA or a distributor of TVA power under a written power supply contract(s).
A.1.6 Customer Average Wage means the Customers total annual payroll (minus benefits) for Full-Time Equivalent Employees divided by the number of Full-Time Equivalent Employees.
A.1.7 Evaluation Period means the period from either (a) the date selected by Customer, or (b) the date certified by TVA on the Customers Commercial Operation Date form, whichever is later, through the 5th anniversary of said date. The Evaluation Period must start no earlier than 6 months before and no later than 5 years after the date TVA receives a completed agreement with required attachments. Customer must sign the agreement within 3 months after TVA transmits this agreement for Customers signature in order to retain the selected evaluation start date.
A.1.8 Full-Time Equivalent Employees for any month means the sum of (a) the number of full-time on-site Plant employees and contractors of a Customer who spend 100% of their work lime on Plant-related matters in that month and (b) a number equal to the sum of total hours worked on Plant-related matters in that month by (i) full-time on-site Plant employees of Customer who spend less than 100% of their work time on Plant-related matters and (ii) part-time on-site Plant employees of Customer divided by the number of work hours in that month (based on a 40-hour work week).
A.1.9 Nonconforming Loads means electrical loads which use power intermittently, subject the TVA system to extreme fluctuations, have a total contract demand of more than 50 MW, and have one or more of the following characteristics:
(a) loads with repetitive operating load swings of 50 MW or more, or
(b) loads with repetitive operating reactive power swings of 50 MVAR or more, or
(c) loads exceeding the limits set out in the Institute of Electrical and Electronics Engineers (IEEE) Standard 1453, or
(d) loads exceeding the limits set out in IEEE Standard 519.
A.1.10 Plant means all (a) physical personal property and (b) things attached, annexed, or fixed to the Customers real property (such as Customers building) that are (1) used in the Customers trade or business characterized by the same NAICS code(s), (2) depreciable for federal income tax purposes or in accordance with Generally Accepted Accounting Principles (GAAP), and (3) located on contiguous real property in the TVA service area.
A.1.11 Plant Book Value means the most recent month-end depreciated value of a Customers Plant for federal income tax purposes or in accordance with Generally Accepted Accounting Principles (GAAP), as of the date Customer signs this agreement.
A.1.12 Qualifying Customer means a Customer that submits an Award Agreement and is found by TVA to meet the Customer eligibility requirements.
A.1.13 Qualifying Plant means a Plant for which a Customer has submitted an Award Agreement and is found by TVA to meet the Plant eligibility requirements.
A.1.14 Total Metered Demand means the average total Plant load (kW) during any 30-consecutive-minute period beginning or ending on a clock hour as measured by billing meters.
A.1.15 Total Capital Investment means the sum of the following:
(a) investments in the Plant made during the Evaluation Period which Customer intends to depreciate for federal income tax purposes or in accordance with Generally Accepted Accounting Principles (GAAP);
(b) the depreciated book value of Customer assets transferred to the Plant from outside the TVA service area during the Evaluation Period; and
(c) investments in the Plant made prior to the Evaluation Period and not yet placed in service which Customer intends to depreciate for federal income tax purposes or in accordance with Generally Accepted Accounting Principles (GAAP).
In the event TVA provides Customer a Preliminary Evaluation prior to Customers Commercial Operation Date, the Total Capital Investment shall also include the sum of the following during the period from the date TVA first provides a Preliminary Evaluation through the beginning of the Evaluation Period:
(d) investments in the Plant which Customer intends to depreciate for Federal income tax purposes or in accordance with Generally Accepted Accounting Principles (GAAP);
(e) the depreciated book value of Customer assets transferred to the Plant from outside the TVA service area; and
(f) the appraised value of real estate and existing building(s), if any, which are part of the Plant and are acquired by Customer pursuant to a purchase and/or lease or which Customer becomes otherwise legally entitled to occupy.
A.1.16 Metrics means the information necessary for TVA to determine a Qualifying Customers monthly award. For any year, the Metrics will include that years:
(a) total Plant kWh usage and highest Total Metered Demand for each month, excluding power purchased at real lime prices, including but not limited to, 2-Part Real Time Pricing, Modified 2-Part Real Time Pricing, Interruptible Standby Power, Real Time Energy, and Start-Up & Testing Power;
(b) contribution towards the Total Capital Investment;
(c) average number of Full-Time Equivalent Employees; and
(d) Customer Average Wage;
The Metrics must be based on the most current data available and certified by Customers authorized officer.
TVA VIP Agreement - Core Scientific, Inc