Resolution 2016-54 - Laserfiche WebLink

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the Scheduled Term; provided however, that if the Seiler finds a substitute buyer for Buyer's Solar Output, which buyer is satisfactory to Seller in Seller's sole discretion, including without limitation such buyer's creditworthiness, then Buyer shall not be responsible to pay Seller for Monthly Payment Amounts which correspond to Production Months occurring from and after the date Seller and such substitute buyer shall enter into a Solar Production Agreement in regard to Buyer's Solar Output, in the event that this Agreement is terminated by Buyer prior to the end of the Selected Term, the amount due under this Section 9.3 shall be accelerated as of the date of such termination. 10. Seller's General Agreements. In connection with this Agreement, Seller agrees that Seller at all times shall perform Seller's obligations under the Program, and that Seller will exercise commercially reasonable efforts to maintain the Program in effect for the Term of this Agreement. 11. Buyer's General Agreements. In connection with this Agreement, Buyer agrees that: 11.1. Buyer will provide to Utility all applications, documentation and Information required by Utility and otherwise to qualify Buyer to participate in the Program. 11.2. Buyer has not transferred, assigned or sold any Interest in the Solar Energy Facility, or in the Production Capacity, Solar Output, Environmental Attributes or Tax Incentives to any other person or entity, and will not do so during the Term of this Agreement. Buyer has not provided to any other person or entity any of the authority granted to Seller under this Agreement and will not do so during the Term of this Agreement. 11.3. Buyer has not granted or placed or allowed others to place any liens, security interests, or other encumbrances on the Selected Solar Panels, Buyer's Production Capacity, Solar Output, Environmental Attributes or Buyer's Solar Interest, and will not do so during the Term of this Agreement. 11.4. Buyer understands that the Buyer's Production Capacity and Solar Output will vary from time to time based upon solar availability, weather, seasonality, degradation and other conditions, and that the Expected Annual Production of the Selected Solar Panels is an estimate of solar panel capability under ideal conditions, which may not occur. 11.5. Buyer understands that Seller has not guaranteed or made any representations or warranties that the operation of the Solar Energy Facility will be uninterrupted or error free, or any minimum Solar Output or Solar Bill Credits shall be obtained. 11.6. Buyer agrees to keep its Utility account for the Utility Service Location in active status, and to pay on a current basis such amounts as may be due the Utility in connection with such account. Buyer shall make no claim against Seller or Seller's affiliates or assigns for amounts which may be payable to Buyer from the Utility under the Program or In connection with this Agreement. 12. Events of Early Termination. 12.1. Material Events. The Term of this Agreement shall be subject to early termination by Seller based upon any of the following events ("Material Events" ),: (a) At such time as the Utility ceases to offer the Program or a comparable substitute. (b) In the event that the Commercial Operations Date has not occurred for the Facility within one year of the Effective Date hereof. 12.2. Termination for Material Event. From and after the occurrence of any Material Event, Seiler and Buyer shall each have the right, but not the obligation, to terminate this Agreement on the basis of such Material Event, and any such termination shall be effective upon the date which the party electing termination provides, in accordance with Section 16, written notice of such Page 9 of 17