Resolution 2016-54 - Laserfiche WebLink

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execute any documents that either Seller or the Utility may request to permit the release of such information. 3.3. Sale of Buyer's Solar Output, Buyer hereby appoints Seller, as Buyer's exclusive representative with full power and authority to deliver, assign, transfer, and sell all of Buyer's Solar Output in connection with the Program, and to enter Into, administer, and enforce on Buyer's behalf any agreements related to such delivery, assignment, transfer and sale. For this purpose, Buyer hereby waives, relinquishes, and quitclaims any right, claim, and interest in the Solar Output and associated Environmental Attributes, and agrees to execute any additional documents and instruments needed by Seller to effect or evidence the transfer of the Solar Output to the Utility. 4. Program Limits and Other Acknowledgments Regarding Program. In connection with this Agreement, Buyer acknowledges that: 4.1. The Program Imposes a limit (listed as the Program Limit in Appendix C) which restricts the total photoelectric generating capacity which Buyer may have under the Program, whether purchased under this Agreement or otherwise, and Buyer agrees that Seller is not obligated to request, and that the Utility is not obligated to make, any payment or Solar BILI Credit to the extent Buyer's photoelectric generating capacity exceeds those limitations, Buyer acknowledges that the limitations set forth in Appendix C are derived from the Program, and that this Agreement will be deemed automatically amended to incorporate any changes to corresponding provisions in the Program. 4.2. Solar Bill Credits are calculated solely by the Utility under the Program, and are subject to Program terms and conditions. Buyer acknowledges and agrees that Seller's sole obligation regarding payments to Buyer is to request and use commercially reasonable efforts to require Utility to make Solar Bill Credits. 4.3. The duration, terms and conditions of the Program, including the rate used to determine Solar Bill Credits, are subject to the sole and exclusive control of Utility and/or the CPUC, and that Seiler has not made any representations or warranties with respect to the expected duration of the Program or the amounts to be provided by Utility as Solar Bill Credits. 4.4. Buyer must be remain a customer of the Utility for electric service throughout the Term of this Agreement, and be in conformance with the requirements of this Agreement and the Utility. 5. Environmental Attributes and Tax Incentives Excluded. Buyer acknowledges and agrees that Buyer's Solar interest does not include any Environmental Attributes or Tax Incentives associated with the Solar Energy Facility, and Buyer agrees that Buyer will not claim the Environmental Attributes or Tax Incentives associated with the Solar Energy Facility and will promptly execute any additional documents and/or authorizations as Seller may request to assist any Seller in retaining, or in delivering to the Utility or to another third party, such Environmental Attributes and/or Tax Incentives, as determined by Seller. 6. Commercial Operations Date, and Term. If the Commercial Operation Date is not known by the Effective Date of this Agreement, Seller will provide Buyer with notice of the Commercial Operation Date once known. The Term of this Agreement begins upon the Effective Date, and ends 20 years after the Commercial Operations Date unless this Agreement in terminated earlier in accordance with its terms and conditions, in which case the Term shall end upon such early termination. The period from the Commercial Operations Date until the 20th anniversary thereof is referred to herein as the "Scheduled Term". 7. Payment to Seller. 7.1. Buyer acknowledges that in order to bill on a more timely basis, the measurement of the electricity produced by the Solar Energy Facility shall be based upon Seller's meter readings at the Facility Meter. Page 7 of 17