2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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(c) The Parties hereby agree and acknowledge that during the term hereof, notwithstanding any Solar Power Facility's presence on a Site and method of attachment thereto, (i) Purchaser shall have no ownership interest in any Solar Power Facility and, as between Power Provider and Purchaser, Power Provider shall have all right, title and interest in and to each Solar Power Facility and all drawings, diagrams, documents, permits and governmental authorizations associated with the design, construction, operation and maintenance of each Solar Power Facility, (ii) Purchaser shall not cause or permit any material interference with any Solar Power Facility's insolation and access to sunlight, as such access exists as of the Acknowledgement Date for such Solar Power Facility, and (iii) Purchaser shall not alter the load configuration for a Solar Power Facility to the Point(s) of Delivery. The provisions of this section 3 (c) are subject to Purchaser's rights in section 24 hereof to purchase the Solar Power Facility. (d) If Purchaser has reason to believe that any Solar Power Facility is not operating properly, Purchaser shall promptly notify Power Provider of the circumstances thereof and Power Provider shall promptly cure any material failure. (e) All property taxes attributable to any Site shall be the responsibility of Purchaser. Any property taxes attributable to the Solar Power Facility shall be the responsibility of Power Provider. (f) The Parties shall cooperate with regard to any disconnection of any Solar Power Facility and shall provide reasonable advance notice to the other Party prior to any such disconnection. Subject to Section 3(g), Purchaser shall not disconnect any Solar Power Facility, and during the applicable Schedule Term, Power Provider shall have no obligation to disconnect, any Solar Power Facility. (g) Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall only disconnect a Solar Power Facility if, in Purchaser's reasonable judgment, immediate disconnection is required to prevent significant damage to Purchaser's property or injury to any person, provided, that, Purchaser shall give notice to Power Provider of any such disconnection as soon as practicable thereafter. If the circumstances giving rise to such disconnection were beyond Power Provider's control, the duration of any disconnection by Purchaser pursuant to this Section 3(g) shall be no longer than reasonably necessary to address the exigent circumstances that required such disconnection, and if practicable shall not exceed seventy-two (72) hours in the aggregate during any period of sixty (60) consecutive days. (h) If, (i) any Solar Power Facility is disconnected by Purchaser or at Purchaser's request and the circumstances giving rise to such disconnection were beyond Power Provider's control, (ii) the load configuration to the Point(s) of Delivery is altered by Purchaser resulting in a reduction of production and delivery of Electric Power, and (iii) the period of disconnection exceeds seventy-two (72) hours during any period of sixty (60) consecutive days (subject to Force Majeure) , Purchaser shall pay to Power Provider during such period(s) of disconnection, a monthly payment (prorated as appropriate) equal to the average monthly amount payable by Purchaser pursuant to Section 4 for Electric Power generated by such Solar Power Facility during the twelve (12) months immediately preceding such disconnection, or for the entire period the disconnected Solar Power Facility has been in Commercial Operation if the period preceding such disconnection is less than twelve (12) months. (i) In addition to any payments required pursuant to Section 3(h) as a result of a disconnection by Purchaser or at Purchaser's request, if any Solar Power Facility or any portion thereof needs to be removed from the roof or other location on a Site for periodic maintenance of the Site or roof replacement not arising from the acts or omissions of Power Provider, such removal and reinstallation shall be performed by Power Provider at Purchaser's sole expense. 0) Operation and Maintenance (O&M) of the Solar Facilities will be at Power Provider's sole expense. Page 7 of 30 SE PPA 11/11/15