2019-01 - Purchase Agreement with Enerlogics Solar LLC

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2. E. "Performance Guarantee Payment Rate" means an amount equal to the excess, if any, of the amount paid by Purchaser for the Energy Deficiency for that Contract Year over the amount Purchaser would have paid for that Energy Deficiency had it been delivered to Purchaser during that Contract Year as electricity generated by the System pursuant to this Agreement; provided, however, that in no event shall the Performance Guarantee Payment Rate exceed the dollar value per kWh set forth in Table LE below: Contract Year Performance Guarantee Payment Rate per kWh Year 1 $0.0989 Year 2 $0.1006 Year 3 $0.1024 Year 4 $0.1042 Year 5 $0.1060 Exclusions. The Guaranty set forth in Section 1 does not apply to the extent of any reduced generation from the System due to the following (including the downtime required for repair, replacement or correction): A. a Force Majeure Event, which includes (i) destruction or damage to the System or its ability to safely produce electricity not caused by Seller or its approved service providers while servicing the System (e.g., vandalism); (ii) a power or voltage surge caused by someone other than Seller, including a grid supply voltage outside of the standard range specified by the utility; and (iii) theft of the System; and (iv) curtailment or reduction of energy production required by the utility or grid operator. B. Purchaser's failure to perform, or breach of, Purchaser's obligations under the PPA. 3. Liquidated Damages; Waiver of Cost Savings. The Parties agree that the payment described in Section 1(B) is a reasonable approximation of the damages suffered by Purchaser as a result of underperformance of the System, is bargained -for by the Parties, and shall be the Purchaser's sole and exclusive remedy hereunder for underperformance of the System. Purchaser hereby disclaims, and any beneficiary of this Guaranty hereby waives, any warranty with respect to any cost savings from using the System. 4. Incorporation of PPA Provisions. Section 5(d) (Force Majeure), Section 17 (Assignment and Financing) and Section 19 (General Provisions) of Exhibit 3 of the PPA and any Sections referenced therein are incorporated into this Guaranty as if any reference therein to "Agreement" were to this Guaranty and any reference to "Parties" were to the Parties to this Guaranty. Guarantor: Enerlogics Solar Signature: Printed Name: Scott Ameduri Title: President Date: 3/13/2019 {7794548:} SEIA C&I PPA, version 2.0 Purchaser: City of Lakewood Ohio Signature: _ Printed Name: Title: Date: Exh. 4, p. 2