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Trade Secret
<br />13. Energy System Operation and Maintenance.
<br />a. Operation and Maintenance of the Enerav Svstem
<br />Tenant will at its sole cost and expense operate the
<br />Energy System, monitor the system's performance and
<br />keep and maintain the Energy System in good
<br />condition and repair utilizing the Maintenance List
<br />provided in Schedule B herewith as a guideline, with
<br />strict adherence hereto not expected by the Parties.
<br />Customer is solely responsible for pursuing any
<br />available warranties on System Components against
<br />the manufacturer at its own expense, and may look
<br />only to such manufacturer, and not to Tenant, for any
<br />warranty with respect thereto. Tenant will assist
<br />Customer in resolving any warranties relating to
<br />System Components on a time and material basis.
<br />Should such services be required, Tenant will provide
<br />the labor at reasonably discounted market rates and
<br />pass through its direct expenses at Tenant's actual
<br />cost.
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<br />15. Utilities / Taxes. Customer shall pay all applicable taxes,
<br />assessments, or similar levied against the Energy System
<br />and other personal property located and/or installed on the
<br />Site by the Tenant.
<br />16. Interference.
<br />a. Interference by Tenant. Tenant shall operate the
<br />Energy System in a manner that will not unreasonably
<br />interfere with any existing operations or equipment
<br />located, operated or owned by Customer or any other
<br />permitted occupants as of the date of this Agreement
<br />("Existing Operations"). All operations by Tenant
<br />shall be lawful and in material compliance with all
<br />regulations and requirements of the Minnesota Public
<br />Utilities Commission, as well as any other applicable
<br />state, federal or local regulations and requirements
<br />("Legal Requirements") and any applicable
<br />agreements with, or tariffs of, the local utility.
<br />b. Interference by Customer. Following installation of
<br />The Energy System, Customer shall not, and shall not
<br />cause or permit any other persons or parties to, install
<br />Agreement without first obtaining Customer's written
<br />b. Operation and Maintenance Standard of Care.
<br />consent, which consent shall not be unreasonably withheld,
<br />Tenant will use commercially reasonable efforts to
<br />delayed or conditioned provided the other facilities or
<br />identify, respond to, and complete necessary
<br />equipment are necessary for the operation of the Energy
<br />maintenance and repairs and to operate the Energy
<br />System and are not likely, in Customer's reasonable
<br />System to maximize its energy production.
<br />opinion, to damage the Property or interfere with
<br />Notwithstanding the foregoing, the Parties understand
<br />Customer's business.
<br />that delays may be caused by multiple causes
<br />7.
<br />Term. The term (the "Term") of this Agreement shall begin
<br />including without limitation delay in the identification of
<br />on the date that Final Project Completion occurs for the
<br />operational issues, troubleshooting issues, warranty
<br />replacement, warranty procurement, parts availability,
<br />Energy System and shall terminate on the date that is
<br />E
<br />parts delivery, crew availability, equipment defects,
<br />twenty (20) years after such Final Project Completion Date.
<br />equipment performance, Internet downtime, and
<br />8.
<br />Rent of Leased Space. Beginning on the first anniversary
<br />similar causes.
<br />of the Final Project Completion and continuing on each and
<br />c. Energy System Casualty. In the case of casualty to
<br />every anniversary thereof throughout its Term, Tenant shall
<br />the Energy System, Tenant agrees to repair the Energy
<br />pay to Customer Rent for the Leased Space. Leased
<br />System with proceeds described in Section 17a. Said
<br />Space Rent for the Project shall be $90.00 per year.
<br />Proceeds will be provided to Tenant to make the
<br />9.
<br />Rent of Energy System. Beginning on the first anniversary
<br />repairs caused by the casualty. Tenant shall repair, at
<br />of the Final Project Completion and continuing on each and
<br />Tenant's expense, any damage to the Leased Space
<br />every anniversary thereof throughout its Term, Tenant shall
<br />that results from the Tenant's repair, reconfiguration,
<br />pay to Customer Rent for the Energy System. Energy
<br />alteration, modification or replacement of the Energy
<br />System Rent for the Project shall be $10.00 per year.
<br />System.
<br />10.
<br />Holdover. If Tenant holds over its tenancy after expiration
<br />14. Repair of Leased Space During Term. Customer shall
<br />of the Term, such tenancy shall be month-to-month subject
<br />have the right at any time to access the Leased Space to
<br />to the terms and conditions of this Agreement. Either Party
<br />inspect, maintain, replace or repair items and components
<br />may terminate such month-to-month tenancy at any time
<br />thereof, excluding the Energy System. ("Customer
<br />upon the giving to the other Party no less than thirty (30)
<br />Maintenance"). Customer Maintenance shall include
<br />days written notice.
<br />temporary removal such components of the Energy System
<br />that interfere with Customer Maintenance of the Leased
<br />11.
<br />Operating Permits. Tenant shall, at its sole expense,
<br />Space, and the replacement of such components upon
<br />maintain in full force and effect all certificates, permits and
<br />completion. Customer shall provide thirty (30) days prior
<br />other approvals ("Operating Permits") required by any
<br />notice of any scheduled Customer Maintenance, except in
<br />federal, state or local authorities ("Governmental
<br />the case of an emergency, the Customer shall give notice
<br />Authorities") having jurisdiction over Tenant or the Leased
<br />as soon as possible. Customer, at its own cost, will perform
<br />Property.
<br />Customer Maintenance, and use Seller or, another third
<br />12.
<br />Energy System Title and Condition on Facility Lease
<br />party approved by Tenant to perform Customer
<br />Termination. The Parties agree that legal title to any and
<br />Maintenance (Tenant's approval of third parties will not be
<br />all fixtures, equipment, improvements or personal property
<br />unreasonably withheld). The Customer Maintenance will
<br />of whatsoever nature at any time constructed or placed on
<br />be performed at Tenant's expense to the extent the
<br />or affixed to the Leased Space by Tenant, including without
<br />Customer Maintenance was required as a result of damage
<br />limitation the Energy System and its System Components,
<br />to the Leased Spaced caused by the Energy System.
<br />shall be and remain with System Owner. Tenant shall leave
<br />Customer will reimburse Tenant for any lost Rebate
<br />the Energy System at the end of this Agreement in
<br />revenue resulting from the Energy System being non -
<br />substantially the same condition as existed on the Final
<br />operational in excess of forty-five (45) days, excluding any
<br />Project Completion date plus any improvements, ordinary
<br />downtime resulting from damage to the Leased Space
<br />wear and tear and casualty damage excepted.
<br />caused by the Energy System.
<br />13. Energy System Operation and Maintenance.
<br />a. Operation and Maintenance of the Enerav Svstem
<br />Tenant will at its sole cost and expense operate the
<br />Energy System, monitor the system's performance and
<br />keep and maintain the Energy System in good
<br />condition and repair utilizing the Maintenance List
<br />provided in Schedule B herewith as a guideline, with
<br />strict adherence hereto not expected by the Parties.
<br />Customer is solely responsible for pursuing any
<br />available warranties on System Components against
<br />the manufacturer at its own expense, and may look
<br />only to such manufacturer, and not to Tenant, for any
<br />warranty with respect thereto. Tenant will assist
<br />Customer in resolving any warranties relating to
<br />System Components on a time and material basis.
<br />Should such services be required, Tenant will provide
<br />the labor at reasonably discounted market rates and
<br />pass through its direct expenses at Tenant's actual
<br />cost.
<br />2
<br />15. Utilities / Taxes. Customer shall pay all applicable taxes,
<br />assessments, or similar levied against the Energy System
<br />and other personal property located and/or installed on the
<br />Site by the Tenant.
<br />16. Interference.
<br />a. Interference by Tenant. Tenant shall operate the
<br />Energy System in a manner that will not unreasonably
<br />interfere with any existing operations or equipment
<br />located, operated or owned by Customer or any other
<br />permitted occupants as of the date of this Agreement
<br />("Existing Operations"). All operations by Tenant
<br />shall be lawful and in material compliance with all
<br />regulations and requirements of the Minnesota Public
<br />Utilities Commission, as well as any other applicable
<br />state, federal or local regulations and requirements
<br />("Legal Requirements") and any applicable
<br />agreements with, or tariffs of, the local utility.
<br />b. Interference by Customer. Following installation of
<br />The Energy System, Customer shall not, and shall not
<br />cause or permit any other persons or parties to, install
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