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2015-11-24_PWETC_AgendaPacket
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2015-11-24_PWETC_AgendaPacket
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11/19/2015 9:49:16 AM
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Commission/Committee
Commission/Authority Name
Public Works Commission
Commission/Committee - Document Type
Agenda/Packet
Commission/Committee - Meeting Date
11/24/2015
Commission/Committee - Meeting Type
Regular
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addition, Purchaser may sell or transfer the Site, subject to the terms of Section 14 of this Agreement, in which <br />case all rights and obligations of Purchaser under this Agreement and the License shall be assigned and <br />transferred to the transferee and Purchaser shall be released from any further obligation hereunder or under the <br />License. <br />8. Purchaser's End of Schedule Term Options <br />Subject to the terms of this Agreement, upon the expiration of a Schedule Term or termination of a <br />Schedule by either Party, Purchaser may choose one of the following options by providing written notice to <br />Power Provider of its intent between three hundred sixty-five (365) days and one hundred eighty (180) days <br />prior to such expiration of the Schedule Term: <br />(a) Extension of Schedule Term. Provided no Event of Default by Purchaser has occurred and is <br />continuing under this Agreement, unless such Event of Default has been waived in writing by Power Provider, <br />Purchaser may, upon written notice to Power Provider at least 90 days prior to the end of the Initial Term or <br />current Renewal Term, as applicable, extend the Schedule Term for an additional period of 5 year(s) (each, a <br />"Renewal Term") and during any Renewal Term the terms and conditions of this Agreement shall remain in <br />effect except that the rates and charges payable pursuant to Section 5 with respect to such Renewal Period shall <br />be equal to the retail rate per kilowatt-hour charged by the Electric Distribution Company as of the first day of <br />such Renewal Period purchase rates and charges payable under this Agreement modified to equal the then fair <br />market renewal rate in continued use, as determined in Power Provider's sole discretion, <br />(b) Purchase of the Solar Power Facilities. Provided no Event of Default by Purchaser has occurred and <br />is continuing under this Agreement, unless such Event of Default has been waived in writing by Power <br />Provider, Purchaser may purchase all, but not less than all, of the Solar Power Facilities to which such expired <br />Schedule Term, extension term, or terminated Schedule relates, on an as -is, where -is basis, at a purchase price <br />equal to the then fair market value of such Solar Power Facilities in continued use. The fair market value <br />shall be determined by two (2) qualified appraisers, one to be selected by Power Provider and <br />one to be selected by Purchaser. Each appraiser shall act reasonably and in good faith to <br />determine fair market value and shall set forth such determination in a written opinion delivered <br />to the Parties. The appraisal values shall be averaged; provided, however, if the appraisal <br />amounts vary by more than five percent (5%), the appraisers shall appoint a third qualified <br />appraiser whose appraisal value shall govern. The determination of fair market value derived as <br />above shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the <br />appraisal shall be borne by the Parties equally. The term "fair market value" for purposes of this <br />Agreement means, with respect to any tangible asset or service, the price that would be <br />negotiated in an arm's-length, free market transaction, for cash, between an informed, willing <br />seller and an informed, willing buyer, neither of whom is under compulsion to complete the <br />transaction. <br />or <br />(c) Removal of the Solar Power Facilities. Purchaser may require Power Provider to remove each Solar <br />Power Facility (with the exception of mounting pads, other supporting structures and wiring and equipment <br />located within roof and wall cavities and underground) to which such expired Schedule Term or terminated <br />Schedule relates from the applicable Site by a mutually convenient date. Purchaser shall provide Power <br />Provider with reasonable access to perform such removal. Any removal of the Solar Power Facility shall be <br />completed at Power Provider's sole cost, within 60 days of termination, and subject to all of the terms and <br />conditions of Section 2 of this Agreement, including the indemnities given therein which shall survive such <br />termination. Power Provider shall promptly repair and restore any damage to the Site or any improvements <br />thereon, including without limitation roof and/or roof membrane, caused by such removal at Power Provider's <br />sole cost and to Purchaser's reasonable satisfaction. <br />If Purchaser timely exercises its option to purchase the Solar Power Facilities pursuant to Section 8(b), <br />the closing of such purchase shall be in accordance with Section 23. <br />Page 11 of 30 <br />SE PPA 11/11/15 <br />
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