2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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13. Damage (a) If the Site shall be damaged by fire or other cause in a manner that materially interferes with Power Provider's ability to install, maintain or operate any Solar Power Facility (a "Casualty"), Purchaser shall diligently and as soon as practicable after such damage occurs (taking into account the time necessary to effect a satisfactory settlement with any insurance company involved) repair such damage to the Site and restore the damaged portions of the Site (including those portions thereof reasonably necessary for the installation, maintenance and operation of each Solar Power Facility by Power Provider) to as near their condition prior to the Casualty as is reasonably practicable, subject to such modifications as may be reasonably required by the application of current building codes (the "Restoration"), at Purchaser's sole expense (but limited in cost to the amount received by Purchaser from insurance proceeds plus such additional amounts, if any, that Purchaser elects to pay for such Restoration). Within sixty (60) days following the date of such Casualty, Purchaser shall advise Power Provider of Purchaser's contractor's reasonable estimate of the time required to complete the Restoration. Unless otherwise agreed by the Parties, such Restoration shall not include repair to the Solar Power Facility. Notwithstanding the foregoing, in the event that such damage results from the gross negligence or willful misconduct of Power Provider or any of its Agents, contractors or sub -contractors or any of their respective employees, Power Provider shall promptly pay to Purchaser all costs and expenses of such repair and restoration. In addition, Purchaser shall have all rights available to it at law or equity. (b) In the event, in the reasonable judgment of Power Provider, a Restoration will not or cannot be substantially completed within one hundred eighty (180) days following the date of the Casualty, or in the event the Casualty occurs during the last year of the Schedule Term and the time reasonably estimated for the Restoration exceeds ninety (90) days, then either Party may terminate the applicable Schedule by delivery of written notice to the other Party within thirty (30) days following the Casualty. If either Party terminates the applicable Schedule pursuant to this Section 13(b), such Party may request and each Party shall use best efforts to furnish an alternate Site or Sites for the installation of comparable Solar Power Facilities pursuant to a Schedule reasonably acceptable to the Parties. (c) Notwithstanding anything herein to the contrary, Purchaser may, but shall not be required to, fund, , rebuild, replace, or repair any property owned by Power Provider, including, without limitation, any Solar Power Facility in which event Power Provider shall promptly reimburse Purchaser for all costs and expenses incurred in connection therewith Power Provider shall be solely responsible for and shall promptly repair, rebuild or replace any such property to the extent required to provide the Electric Power to Purchaser hereunder and to otherwise comply with this Agreement. (d) If a Casualty occurs and the applicable Schedule is not terminated pursuant to Section 13(b), Purchaser shall use commercially diligent efforts to complete the Restoration within the time estimated therefore by Purchaser and its contractor and communicated to Power Provider (the "Estimated Restoration Period"). If Purchaser has not substantially completed the Restoration on or before the ninetieth (901h) day after the last day of the Estimated Restoration Period, which date is subject to extension of up to thirty (30) days for Force Majeure events (the "Outside Restoration Delivery Date'), Power Provider may thereafter, but prior to substantial completion of the Restoration, give written notice within ten (10) business days after the Outside Restoration Delivery Date to Purchaser of Power Provider's desire to terminate the applicable Schedule. If Purchaser has not substantially completed the Restoration within thirty (30) days after Purchaser's receipt of such notice, Power Provider shall have the right, in its sole discretion but without obligations, and without limiting any other remedies available to Power Provider in this Agreement, the applicable Schedule or at law or equity, to terminate this Agreement at any time thereafter, but prior to substantial completion of the Restoration. If Power Provider terminates the Agreement subject to Section 13(b) or 13(d), Power Provider may at its sole discretion but is not required to remove the Solar Power Facilities at its cost. If Power Provider fails to remove the Solar Power Facilities within sixty (60) days after the expiration of such period, the Solar Power Facilities shall be deemed abandoned by Power Provider, shall become the property of Purchaser, and Purchaser may retain or remove and dispose of the Solar Power Facilities as it determines in its sole judgment. Page 16 of 30 SE PPA 11/11/15