R2024-348 Resolution Authorizing a Behind the Meter Solar Project for the Decatur Public Library (2)

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POWER PURCHASE AGREEMENT ("PPA") Contract Year,unless Seller and Purchaser mutually agree to an alternative methodology. "Contract Year" means the twelve-month period beginning at 12:00 AM on the Commercial Operation Date or on any anniversary of the Commercial Operation Date and ending at 11:59 PM on the day immediately preceding the next anniversary of the Commercial Operation Date, provided that the first Contract Year shall begin on the Commercial Operation Date. c. Adjustment for Insolation;Termination. Seller shall remove the System from the vacated Facility prior to the termination of Purchaser's ownership, lease or other rights to use such Facility. Seller will not be required to restore the Facility to its prior condition but shall promptly pay Purchaser for any damage caused by Seller during removal of the System, but not for normal wear and tear. If the substitute facility has inferior Insolation as compared to the original Facility, Seller shall have the right to make an adjustment to Exhibit 1 such that Purchaser's payments to Seller are the same as if the System were located at the original Facility,increased to the extent necessary to compensate Seller for reduced revenues from Environmental Attributes and reduced Tax Credits that Seller(or, if Seller is a pass-through entity for tax purposes, Seller's owners) receive as a result of the relocation. If Purchaser is unable to provide such substitute facility and to relocate the System as provided, any early termination will be treated as a default by Purchaser. 11. Removal of System at Expiration. Upon the expiration or earlier termination of this Agreement (provided Purchaser does not exercise its purchase option),Seller shall,at its expense, remove all its tangible property comprising the System from the Facility on a mutually convenient date, but in no event later than 180 days after the expiration of the Term. Seller shall provide Purchaser a decommissioning bond for the full removal and any damages to the existing premises. Excluding ordinary wear and tear,the Facility shall be returned to its original condition including the removal of System mounting pads or other support structures. If applicable, Seller's removal of the System will not affect the integrity of Purchaser's roof,which shall be as leak proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Seller is responsible for the repair and/or replacement of any and all damages caused by the removal of the System. In no case shall Seller's removal of the System cause damage to the Facility at the time of removal and insofar as damages occur,Seller shall be responsible for the associated costs, excluding normal wear and tear. Seller shall leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore the Facility to its original condition (other than ordinary wear and tear) at Seller's cost. Purchaser shall provide sufficient space for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal. It is acknowledged that Seller's failure to remove the System by such agreed upon date will cause Purchaser to incur substantial removal costs, economic damages, and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Purchaser of actual damages, and that liquidated damages represent a fair, reasonable and Page 19 of 49