Laserfiche WebLink
Exhibit 3 <br />General Terms and Conditions <br />1. Purchase and Sale of Electricity. Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electricity <br />generated by the System during the Term (as defined in Section 2(a)). Electricity generated by the System shall be delivered <br />to Purchaser at the Delivery Point. Title to and risk of loss for the electricity generated by the System passes to Purchaser from <br />Seller at the Delivery Point. Purchaser may purchase electricity for the Premises from other sources to the extent Purchaser's <br />electricity consumption requirements at the Premises exceed the output of the System. <br />2. Term and Termination. <br />a. Effective Date; Term. This Agreement is effective as of the Effective Date. The electricity supply period under this <br />Agreement commences on the Commercial Operation Date (as defined in Section 5) and continues for the duration of <br />the Initial Term and any Additional Terms, unless earlier terminated as provided for in this Agreement (collectively, <br />the "Term"). <br />b. Additional Terms. The Parties may agree in writing to extend this Agreement for one or more Additional Term(s) <br />at a Contract Price to be agreed. <br />C. Termination Due to Contract Price Adjustments or Lack of Project Viability. If, at any time after the Effective <br />Date and prior to Commencement of Installation (as defined in Section 5), (i) circumstances arise which have been <br />excluded from Contact Price calculations pursuant to Section 5 of Exhibit 1, or Seller determines that the installation <br />of the System will not be technically or economically viable for any other reason, and (ii) the Parties have negotiated <br />a Contract Price adjustment for thirty (30) days following written notice from Seller without reaching agreement, <br />either Party may terminate this Agreement by providing ten (10) days' prior written notice to the other Party. Neither <br />Party shall be liable for any damages in connection with such termination. After Commencement of Installation, the <br />Contract Price shall not be subject to further adjustment pursuant to Section 5 of Exhibit 1 or otherwise. <br />d. Termination by Purchaser for Delay. If Commencement of Installation has not occurred 10 months after the <br />Effective Date, Purchaser may terminate this Agreement by providing thirty (30) days' prior written notice to Seller; <br />provided that this Agreement will not terminate pursuant to this Section 2(d) if Seller achieves Commencement of <br />Installation on or before the end of such thirty (30) day notice period. Purchaser shall not liable for any damages in <br />connection with such termination. <br />3. Billing and Payment; Taxes. <br />a. Monthly Charges. Purchaser shall pay Seller monthly for the electricity generated by the System and delivered to <br />the Delivery Point at the $/kWh rate shown in Exhibit 1 (the "Contract Price"). The monthly payment for such <br />energy will be equal to the applicable $/kWh rate multiplied by the number of kWh of electricity generated during the <br />applicable month, as measured by the Meter (as defined in Section 11). Additional costs for items differing from the <br />assumptions in Exhibit 1, Item 4 are Purchaser's responsibility. <br />b. Monthly Invoices. Seller shall invoice Purchaser monthly. Such monthly invoices shall state (i) the amount of <br />electricity produced by the System and delivered to the Delivery Point, (ii) the rates applicable to, and charges incurred <br />by, Purchaser under this Agreement and (iii) the total amount due from Purchaser. <br />c. Payment Terms. All amounts due under this Agreement are due and payable net thirty (30) days following receipt <br />of invoice. Any undisputed portion of the invoice amount not paid within such thirty (30) day period shall accrue <br />interest at the annual rate of two and one-half percent (2.5%) above the Prime Rate (but not to exceed the maximum <br />rate permitted by law). All payments shall be made in U.S. dollars. <br />d. Taxes. <br />Purchaser's Taxes. Purchaser is responsible for: (1) payment of, or reimbursement of Seller, for all taxes <br />assessed on the generation, sale, delivery, or consumption of electricity produced by the System or the <br />interconnection of the System to the utility's electricity distribution system; and (2) real property taxes. <br />(7790.50.8:) SEIA C&I PPA, version 2.0 <br />Exh. 3, p. 1 <br />