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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 Adiustments or Lack of Proiect 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. Billins and Pavment; Taxes. <br /> a. Monthly Charses. 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. Pavment 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 /> i. 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 /> {7794548:1 SEIA C&I PPA,version 2.0 <br /> Exh.3,p. 1 <br />