R2024-349 Resolution Authorizing a Behind the Meter Solar Project for the William Street Pump Station (2)

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POWER PURCHASE AGREEMENT ("PPA") Facility and the Premises or that assure that any adverse judgment with respect to such lien will be paid without affecting title to the Facility and the Premises. h. No Warranty. No warranty or remedy, whether statutory, written, oral, express or implied, including without limitation, warranties of merchantability and fitness for a particular purpose, or warranties arising from course of dealing or usage of trade shall apply. The remedies set forth in this Agreement shall be Purchaser's sole and exclusive remedies for any claim or liability arising out of or in connection with this Agreement, whether arising in contract,tort(including negligence), strict liability or otherwise. 8. Purchaser's Rights and Obligations. a. Access to the Premises; Facility Access Rights. Purchaser grants to Seller and to Seller's agents, employees, contractors, and assignees an irrevocable non-exclusive license running with the Premises (the "License") for access to, on, over, under and across the Premises for the purposes of(i) installing, constructing, operating, owning, maintaining, accessing, removing and replacing the System; (ii) performing all of Seller's obligations and enforcing all of Seller's rights set forth in this Agreement;and(iii)installing, using and maintaining electric lines and equipment, including inverters and meters necessary to interconnect the System to Purchaser's electric system at the Facility, to the Utility's electric distribution system, if any, or for any other purpose that may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance or repair of the System. Seller shall notify Purchaser prior to entering the Facility except in situations where there is imminent risk of damage to persons or property. The term of the License shall continue until the date that is one hundred and twenty (120) days following the date of expiration or termination of this Agreement (the "License Term"). During the License Term, Purchaser shall ensure that Seller's rights under the License and Seller's access to the Premises and the Facility are preserved and protected. Purchaser shall not interfere with nor shall permit any third parties to interfere with such rights or access. The grant of the License shall survive termination of this Agreement by either Party.At request of Seller, Purchaser shall execute a memorandum of License, and which shall be in form and substance as agreed to by the parties. Seller may, at its sole cost and expense, record such memorandum of License with the appropriate land registry or recorder's office. b. OSHA Compliance. Seller shall ensure that all Occupational Safety and Health Act(OSHA) requirements and other similar applicable safety laws or codes are adhered to in its performance under this Agreement. c. Maintenance of Facility. Purchaser or Lesee shall, at its sole cost and expense, maintain the Facility in good condition and repair. Purchaser will ensure that the Facility remains interconnected to the Utility's electric distribution system at all times and will not cause cessation of electric service to the Facility from the Utility. Purchaser is fully responsible for the maintenance and repair of the Facility's electrical system and of all of Purchaser's Page 14 of 49