R2026-41 Resolution Amending R2024-349 A Behind the Meter Solar Project for the William Street Pump Station

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v. a Party becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect, and, if any such bankruptcy or other proceedings were initiated by a third party, if such proceedings have not been dismissed within sixty(60) days following receipt of a written notice from the Non-Defaulting Party demanding such cure;or vi. Purchaser prevents Seller from installing the System or otherwise failing to perform in a way that prevents the delivery of electric energy from the System. Such Default Event shall not excuse Purchaser's obligations to make payments that otherwise would have been due under this Agreement. b. Remedies. Remedies for Payment Default. If a Payment Default occurs, the Non-Defaulting Party may suspend performance of its obligations under this Agreement. Further, the Non-Defaulting Party may (A) at any time during the continuation of the Default Event, terminate this Agreement upon five (5) days prior written notice to the Defaulting Party,and(B)pursue any remedy under this Agreement,at law or in equity, including an action for damages. ii. Remedies for Other Defaults. On the occurrence of a Default Event other than a Payment Default, the Non-Defaulting Party may (A) at any time during the continuation of the Default Event, terminate this Agreement or suspend its performance of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting Party,and(B)pursue any remedy under this Agreement,at law or in equity, including an action for damages. Nothing herein shall limit either Party's right to collect damages upon the occurrence of a breach or a default by the other Party that does not become a Default Event. If Purchaser terminates this contract without cause prior to commencement of System installation a ten thousand dollar ($10,000)design cancellation fee shall also apply in addition to any other remedy available to Seller. iii. Damages Upon Termination by Default. Upon a termination of this Agreement by the Non-Defaulting Party as a result of a Default Event by the Defaulting Party, the Defaulting Party shall pay a Termination Payment to the Non-Defaulting Party determined as follows(the"Termination Payment"): A. Purchaser. If Purchaser is the Defaulting Party and Seller terminates this Agreement,the Termination Payment to Seller shall be equal to[for any given Contract Year,the amount set forth on Fxhihit 4. Attachment A attached hereto] [the sum of (1) reasonable compensation, on a net after tax basis assuming a tax rate of thirty five percent(35%),for the loss or recapture of(a) the investment tax credit equal to thirty percent(30%)of the System value; (b) MACRS accelerated depreciation equal to eighty five percent(85%)of the System value, (c) loss of any Environmental Attributes or Environmental Incentives that accrue or are otherwise assigned to Seller pursuant to the terms of this Agreement (Seller shall furnish Purchaser with a detailed calculation of such compensation if such a claim is made),(d) other financing and associated costs not included in(a), (b)and(c), (2)the net present value(using a discount rate of([10%]))of the projected payments over the Term post-termination, had the Term remained effective for the full Initial Term,(3) removal costs as provided in Section 13(b)(iii)(CI and (4) any and all other amounts previously accrued under this Agreement and then owed by Purchaser to Seller.] [The Parties agree that actual damages to Seller in the event this Agreement terminates prior to the expiration of the Term as the result of a Default Event by Purchaser would be difficult to ascertain,and the applicable Termination Payment is a reasonable approximation of the damages suffered by Seller as a result of early termination of this Agreement.] The Termination Payment shall not be less than zero. B. Seller. If Seller is the Defaulting Party and Purchaser terminates this Agreement, the Termination Payment to Purchaser shall be equal to the sum of(I) the net present value (using a discount rate of(J101%1)of the excess,if any,of the reasonably expected cost of electric energy from the Utility over the Contract Price for the reasonably expected production of the System for the remainder of the Initial Term or the then current Additional Term, as applicable; (2) all costs reasonably incurred by Purchaser in re-converting its electric supply to service from the Utility; (3) any removal costs incurred by Purchaser, and (4) any and all other amounts previously accrued under this