Power Purchase And Sale Agreement (Page 2 of 8) in pdf

Release website on such day (or if not published on such day, on the most recently preceding day

published) plus 200 basis points or (b) the maximum rate permitted by applicable law.

“Metered Output” means the electrical energy output, intermittent and variable within

the hour, made available from the Project at the Metered Output Delivery Point, as measured by

SRP’s meter installed at the Metered Output Delivery Point.

“Metered Output Delivery Point” means the meter owned and maintained by SRP that

measures the output of the Project.

“Person” means an individual, partnership, corporation, limited liability company, joint

venture, association, trust, unincorporated organization, governmental authority, or other form of

entity.

ARTICLE II

PURCHASE AND SALE

2.1.

Purchase of Metered Output by SRP. In accordance with and subject to the terms

and conditions of this Agreement, commencing on the Commercial Operation Date and

continuing through the end of the Term (as defined in Section 3.1 below), Seller shall sell to SRP

and SRP shall purchase from Seller all of the Metered Output at the rate specified in Exhibit A.

Seller shall deliver the Metered Output to and make such Metered Output available to SRP at the

Metered Output Delivery Point. SRP shall receive the Metered Output at, and shall take such

Metered Output from, the Metered Output Delivery Point. Title to, and risk of loss associated

with, Metered Output shall pass from Seller to SRP at the Metered Output Delivery Point. Seller

shall transfer the Metered Output to SRP free and clear of all liens, security interests, claims and

encumbrances or any other interest therein or thereto by any Person.

2.2

Reserved.

2.3

Reserved.

SRP’s Obligations. SRP’s obligation to purchase Metered Output from Seller

2.4

shall be suspended during any time that Seller is in default of this Agreement or if Customer is in

default of any contract for service from SRP or SRP’s Rules and Regulations.

ARTICLE III

TERM AND TERMINATION

3.1.

Term. This Agreement shall become effective on the Effective Date and, unless

terminated earlier as provided in this Agreement, shall remain in full force and effect until the

earlier of (a) the termination of the Project Agreement for any reason, (b) the termination or

disconnection of Customer’s SRP account for any reason, including termination or disconnection

by SRP as permitted by SRP’s Rules and Regulations or by any contract between SRP and

Customer; or (c) midnight Mountain Standard Time on the _____ anniversary of the Commercial

Operation Date (the “Term”).

Power Purchase And Sale Agreement Page 2