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") Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such an event, such provision shall be changed and interpreted to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. m. No Third-Party Beneficiaries. Except for assignees, Financing Parties [and Successor Providers] permitted under Section 19, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to,any other Person. n. Bonding. i. Performance Bond Liability. Any performance bond issued for a site or system will cease one (1) year from the completion of construction. If a warranty or guarantee is provided under the terms of this Agreement, the balance of any warranty or guarantee beyond one-year term of the applicable performance bond shall continue to be guaranteed solely by Seller under the terms of this Agreement.The performance bond does not guarantee any property restorative requirements. ii. Payment Bond Lability. Any payment bond issued will cease at the termination of any time required by law. iii. Performance Guarantee. Neither payment bonds, whether for labor or materials, nor performance bonds are applicable to any specified performance guarantee. Page 34 of 49