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Purchaser. The Contract Price includes ACH invoicing. If manual invoicing is required,a twenty five dollar($25)
<br /> handling charge will be added to each invoice.
<br /> c. Taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation,sale,delivery
<br /> or consumption of electric energy produced by the System or the interconnection of the System to the Utility's
<br /> electric distribution system, including property taxes on the System; provided, however Purchaser will not be
<br /> required to pay or reimburse Seller for any taxes during periods when Seller fails to deliver electric energy to
<br /> Purchaser for reasons other than Force Majeure or as a result of Purchaser's acts or omissions. For purposes of this
<br /> Section 4(d), "Taxes" means any federal, state and local ad valorem, property, occupation, generation, privilege,
<br /> sales, use, consumption, excise,transaction,and other taxes,regulatory fees,surcharges or other similar charges,but
<br /> shall not include any income taxes or similar taxes imposed on Seller's revenues due to the sale of energy under this
<br /> Agreement,which shall be Seller's responsibility.
<br /> d. Payment Terms. All amounts due under this Agreement shall be due and payable net twenty(20)days from receipt
<br /> of invoice. Any undisputed portion of the invoice amount not paid within the twenty (20) day period shall accrue
<br /> interest at the annual rate of two and one-half percent (2.5%) over the prime rate, as published in the Wall Street
<br /> Journal(but not to exceed the maximum rate permitted by law).
<br /> 5. Environmental Attributes and Environmental Incentives.
<br /> Unless otherwise specified on Exhibit 1, Seller is the owner of all Environmental Attributes and Environmental Incentives
<br /> and is entitled to the benefit of all Tax Credits,and Purchaser's purchase of electricity under this Agreement does not include
<br /> Environmental Attributes, Environmental Incentives or the right to Tax Credits or any other attributes of ownership and
<br /> operation of the System, all of which shall be retained by Seller. Purchaser shall cooperate with Seller in obtaining,securing
<br /> and transferring all Environmental Attributes and Environmental Incentives and the benefit of all Tax Credits, including by
<br /> using the electric energy generated by the System in a manner necessary to qualify for such available Environmental
<br /> Attributes, Environmental Incentives and Tax Credits. Purchaser shall not be obligated to incur any out—of—pocket costs or
<br /> expenses in connection with such actions unless reimbursed by Seller. If any Environmental Incentives are paid directly to
<br /> Purchaser, Purchaser shall immediately pay such amounts over to Seller. To avoid any conflicts with fair trade rules
<br /> regarding claims of solar or renewable energy use,Purchaser,if engaged in commerce and/or trade,shall submit to Seller for
<br /> approval any press releases regarding Purchaser's use of solar or renewable energy and shall not submit for publication any
<br /> such releases without the written approval of Seller. Approval shall not be unreasonably withheld, and Seller's review and
<br /> approval shall be made in a timely manner to permit Purchaser's timely publication.
<br /> "Environmental Attributes" means any and all credits, benefits, emissions reductions, offsets, and allowances,howsoever
<br /> entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventional
<br /> energy generation, including (a)any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx),
<br /> nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2),
<br /> methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases
<br /> (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change,or otherwise by law,
<br /> to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; and (c) the
<br /> reporting rights related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits.
<br /> Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with
<br /> federal or state law, if applicable,and to a federal or state agency or any other party,and include Green Tag Reporting Rights
<br /> accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law,
<br /> regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not include
<br /> Environmental Incentives and Tax Credits. Purchaser and Seller shall file all tax returns in a manner consistent with this
<br /> Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credits,
<br /> renewable energy credits or certificates, emissions reduction credits, emissions allowances, green tags tradable renewable
<br /> credits and Green-e®products.
<br /> "Environmental Incentives" means any and all credits, rebates, subsidies, payments or other incentives that relate to
<br /> self—generation of electricity,the use of technology incorporated into the System,environmental benefits of using the System,
<br /> or other similar programs available from the Utility,any other regulated entity,the manufacturer of any part of the System or
<br /> any Governmental Authority.
<br /> "Governmental Authority" means any national, state or local government (whether domestic or foreign), any political
<br /> subdivision thereof or any other governmental, quasi-governmental,judicial, public or statutory instrumentality, authority,
<br /> body, agency, bureau or entity (including the Federal Energy Regulatory Commission or the California Public Utilities
<br /> Commission),or any arbitrator with authority to bind a party at law.
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