2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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4. Purchase and Sale of Electric Power and Related Services. (a) Beginning on the Acknowledgement Date for each Solar Power Facility, and continuing for the applicable Schedule Term, Power Provider shall deliver and sell, and Purchaser shall accept delivery and purchase, all of the Electric Power generated by such Solar Power Facility at the purchase price specified in Section 5(a). Unless expressly identified in the applicable Schedule and subject to Purchaser's right under Section 24 of this Agreement to purchase the Solar Power Facility, other than Electric Power, Power Provider is not selling, and Purchaser is not purchasing, any electric generation -related products, services or attributes, whether physical, contractual, tangible or intangible (including reactive power or Environmental Incentives). (b) Title and risk of loss of Electric Power sold under this Agreement shall pass from Power Provider to Purchaser at the applicable Point of Delivery. (c) Purchaser shall not sell any of the Electric Power purchased from Power Provider pursuant to this Agreement other than sales made to the Utility pursuant to a Net Metering arrangement between Purchaser and the Utility. (d) Purchaser acknowledges that Power Provider's deliveries of Electric Power under this Agreement may not satisfy Purchaser's entire requirements for electric energy. In the event that Power Provider's deliveries of Electric Power under this Agreement do not satisfy Purchaser's entire requirements for electric energy, Purchaser may produce, procure or otherwise arrange for additional supplies of electric energy, and as between Power Provider and Purchaser, Purchaser shall be solely responsible for any rates, charges, fees, expenses or assessments imposed or caused by utilities or any other parties with respect to such supplies of electric energy from third parties. In the event that Purchaser's requirements for electric energy or other electric services change in any manner after the Execution Date, Purchaser shall have the sole cost and operational responsibility for any installation of or modifications to equipment on Purchaser's side of the Point(s) of Delivery which may be required to produce, procure or arrange for such changes, and shall perform such installation or modifications in a manner that will not result in interference with or discontinuance of Power Provider's operation of any Solar Power Facility and delivery of Electric Power, provided, however in no event shall Power Provider be required to change or modify any Solar Power Facility or any element thereof, or to permit any change or modification to any Solar Power Facility by Purchaser or others. Subject to the foregoing, Power Provider shall reasonably cooperate with Purchaser in any of Purchaser's discussions or communications with such utilities or other suppliers of electric energy, and in the performance of any installation or modification of equipment on Purchaser's side of the Point(s) of Delivery. Power Provider shall have no liability to Purchaser with respect to rates, charges, fees, expenses or assessments imposed or caused by, other suppliers of electric energy or other electric services. (e) Power Provider shall have no obligation under this Agreement to (i) provide Purchaser an uninterrupted supply of Electric Power, (ii) provide any minimum or maximum amount of Electric Power or (iii) schedule deliveries of Electric Power to Purchaser. Purchaser shall have no obligation under this Agreement to make any payment to Power Provider for Electric Power other than payment of the rates set forth in section 5(a) hereof for Electric Power actually generated by the Solar Power Facility at and delivered to the Site 5. Rates and Charges. (a) Subject to Sections 7(c) and 8, Purchaser shall pay Power Provider for Electric Power delivered to Purchaser pursuant to this Agreement in accordance with the rates and charges set forth in the applicable Schedule—Exhibit C. (b) Purchaser shall pay all taxes assessed by any taxing authority against Purchaser as the purchaser of Electric Power such as sales, consumption, and delivery taxes. Page 8 of 30 SE PPA 11/11/15