Laserfiche WebLink
DocuSign Envelope ID:221D6B40-33AE-4186-BC60-E598F733ACF1 <br /> Exhibit A <br /> w . <br /> ERPURCHASE <br /> AGREEMENT ■ w <br /> C. Non-Standard System Repair and Maintenance. If seller incurs incremental costs to <br /> maintain the System to conditions at the Facility or due to the inaccuracy of any <br /> information provided by Purchaser and relied upon by Seller,the pricing, schedule and <br /> other terms of this Agreement will be equitably adjusted to compensate for any work in <br /> excess of normally expected work required to be performed by Seller. In such an event, <br /> the Parties will negotiate such equitable adjustment in good faith. <br /> d. Breakdown Notice. Seller shall notify Purchaser within twenty-four(24)hours following <br /> Seller's discovery of(i)any material malfunction in the operation of the System or(ii)an <br /> interruption in the supply of electrical energy from the System. Purchaser and Seller <br /> shall each designate personnel and establish procedures such that each Party may <br /> provide notice of such conditions requiring Seller's repair or alteration at all times, <br /> twenty-four(24) hours per day,including weekends and holidays. Purchaser shall notify <br /> Seller immediately upon the discovery of an emergency condition affecting the System. <br /> e. Suspension. Notwithstanding anything to the contrary herein,Seller shall be entitled to <br /> suspend delivery of electricity from the System to the Delivery Point for maintaining and <br /> repairing the System and such suspension of service shall not constitute a breach of this <br /> Agreement; provided,that Seller shall use commercially reasonable efforts to minimize <br /> any interruption in service to the Purchaser. <br /> f. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and <br /> subcontractors to perform its obligations under this Agreement,provided however,that <br /> such contractors and subcontractors shall be duly licensed and shall provide any work in <br /> accordance with applicable industry standards. Notwithstanding the foregoing, Seller <br /> shall continue to be responsible for the quality of the work performed by its contractors <br /> and subcontractors. <br /> g. Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid <br /> charges from all contractors, subcontractors and suppliers supplying goods or services <br /> to Seller under this Agreement and shall keep the Facility free and clear of any liens <br /> related to such charges, except for those liens which Seller is permitted by law to place <br /> on the Facility following non-payment by Purchaser of amounts due under this <br /> Agreement. Seller shall indemnify Purchaser for all claims, losses, damages, liabilities <br /> and expenses resulting from any liens filed against the Facility or the Premises in <br /> connection with such charges. Upon the written request of Purchaser, Seller shall <br /> promptly discharge such claims, losses, damages, liabilities and expenses; provided, <br /> however, Purchaser shall also have,and may exercise at any time and from time to time, <br /> the right to offset payments due Seller to clear all liens placed on the Facility or the <br /> Premises due to Seller's acts and omissions, including all associated claims, losses, <br /> damages, liabilities and expenses resulting from such liens. Provided, however, that <br /> Seller shall have the right to contest any such lien,so long as it provides a statutory bond <br /> or other reasonable assurances of payment that either remove such lien from title to the <br /> Page 14 of 52 <br />