|
Trade Secret
<br />herein. This Agreement replaces and supersedes any
<br />and all prior oral or written agreements,
<br />representations and discussions relating to such
<br />subject matter.
<br />d. Survival of Representations. All representations,
<br />warranties, covenants and agreements of the Parties
<br />contained in this Agreement, or in any instrument,
<br />certificate, exhibitor other writing provided for in it, shall
<br />survive the execution of this Agreement and the
<br />consummation of the transactions contemplated
<br />herein.
<br />e. Amendment. This Agreement may be amended or
<br />modified only by a writing executed by the Parties to
<br />this Agreement. No custom or practice of the Parties
<br />at variance with the terms hereof shall have any effect.
<br />f. Notices. All notices to be given under this Agreement
<br />shall be in writing and shall be effectively given upon
<br />personal delivery, facsimile or email transmission (with
<br />confirmation of receipt), delivery by overnight delivery
<br />service or three days following deposit in the United
<br />States Mail (certified or registered mail, postage
<br />prepaid, return receipt requested).
<br />g. No Delay. No delay or failure on the part of any Party
<br />hereto to exercise any right, power or privilege
<br />hereunder shall operate as a waiver thereof.
<br />h. Force Majeure. Neither Party will be liable to the other
<br />Party for any delay, error, failure in performance or
<br />interruption of performance resulting from causes
<br />beyond its reasonable control, including without
<br />limitation fres, flood, accidents, explosions, sabotage,
<br />strikes or other labor disturbances, product
<br />unavailability, labor unavailability, civil commotion,
<br />riots, invasions, wars, acts of God, acts of government,
<br />terrorism or any cause (whether similar or dissimilar to
<br />the foregoing) beyond the reasonable control of the
<br />Party.
<br />i. Governing Law / Venue. This Agreement shall be
<br />governed by and construed in accordance with the
<br />laws of the State of Minnesota without regard to its
<br />conflicts of laws principals. Any lawsuit brought in
<br />connection with this Agreement shall be brought only
<br />in a court of general jurisdiction in Hennepin County,
<br />Minnesota.
<br />j. Severability. The provisions of this Agreement are
<br />severable. If any part of this Agreement is rendered
<br />void, invalid or unenforceable, such rendering shall not
<br />affect the validity and enforceability ofthe remainder of
<br />this Agreement.
<br />k. Successors and Assigns. This Agreement shall be
<br />binding upon and inure to the benefit of the Parties and
<br />their respective successors and permitted assigns.
<br />Neither Party shall assign this Agreement, or any
<br />portion thereof, without the prior written consent of the
<br />other Party. Any attempted assignment or transfer
<br />without such prior written consent of the other Party
<br />shall be of no force or effect. As to any permitted
<br />assignment: (i) reasonable prior notice of any such
<br />assignment shall be given to the other Party; and (ii)
<br />any assignee shall expressly assume the assignor's
<br />obligations hereunder, unless otherwise agreed to by
<br />the other Party in writing. Notwithstanding the
<br />foregoing, as may be required for Tenant to avoid
<br />being classified as a Public Utility under Minnesota
<br />Statutes Chapter 216B.02, Subd. 4., or to leverage tax
<br />benefits as tax owner, Tenant may, at its sole
<br />discretion, assign and/or sublease all or part of its full
<br />interest underthis Agreement to a controlled affiliate of
<br />Tenant, assign its rights under the Power Purchase
<br />Agreement a controlled affiliate of Tenant, or assign
<br />this Agreement in connection with any sale of any or all
<br />of its Assets to a third party or Bank.
<br />I. Quiet Possession. Customer agrees that upon
<br />compliance with the terms and conditions of this
<br />Agreement, Tenant shall peaceably and quietly have,
<br />hold and enjoy the Leased Space for the Term and any
<br />extensions thereof.
<br />Data Practices. Seller considers the information
<br />contained in this Agreement related to the programs,
<br />methods, techniques and processes utilized by Seller
<br />to offer and implement the Energy System to be trade
<br />secret information of Seller as defined in the Minnesota
<br />Government Data Practices Act Ch. 13 .37 Subd. 1 (b)
<br />GENERAL NONPUBLIC DATA. In no event shall this
<br />information be shared or disclosed with any person or
<br />third party without the prior written approval of Seller.
<br />The Parties acknowledge they have read this
<br />Agreement, understand it and agree to be bound by its terms
<br />and conditions as of the date first set forth above.
<br />Tenant
<br />Green2 Solar Leasing, LLC
<br />By:
<br />Rich Ragatz, its Vice President
<br />Dated:
<br />Customer
<br />City of Roseville
<br />By:
<br />Dan Roe and Patrick Trudgeon, its Dan Roe, its Mayor and
<br />Patrick Trudgeon, its City Manager
<br />Dated:
<br />
|