Agmt14 Green Charge Networks, LLC Power Efficiency Agreement

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� . will not be deemed a part of, or a fixture to, the Premises or any portion of it. The System, shall at all times retain the legal status of personal property of Owner (or its operating subcontractor, as applicable) who shall pay any personal property, assessments or charges owed on the System. Owner shall assure that all statements for personal property or other taxes applicable to the existence of, or operation of, the System are sent by the taxing authority (ies) directly to Owner. Owner shall at all times keep the System in good operating condition and in compliance with all manufacturer specifications, including periodic maintenance, and shall assure that all warranties remain in effect. Owner shall operate and perform, or cause to be performed, all repairs to, or maintenance of, the System at its sole cost and expense, except to the extent that any necessary repairs result from the sole negligence or willful misconduct of Host. 4.2 Tax Returns. Host will not take a position on any tax return or in other filings suggesting that it is anything other than a purchaser of the Power Efficiency Service and Owner shall be treated as the owner of the Sysiem for federal and state income tax purposes and shall retain title to any tax credits available under federal or state law with respect to the System. 5. DELIVERX OF SERVICES; FEES. 5.1 Calculation of Demand Charge Reduction Savings;Power Efficienc�s. (a) It is anticipated by the Parties that the operation of the System at each Site will result in a reduction in the demand charge, power or Kilowatt (KW) portion of Host's utility obligations to its Local Provider (such reduction in demand charges that would otherwise be paid, with respect to all Sites, in the aggregate, the "Demand Char�e Reduction Savin�s") listed in Exhibit B. Owner shall calculate and provide to Host the amount of Demand Charge Reduction Savings on a monthly basis. This calculation will be based upon comparing the actual charges due to "demand charge" portion of Host's utility bills issued from its Local Provider to the avoided "demand charge" that Owner calculates that Host would otherwise have had to pay without the use of the System. In consideration of the Power Efficiency Services provided hereunder, Host shall pay to Owner an amount equal to fifty percent(50%) of the Demand Charge Reduction Savings (the"Power Efficiencv Fee"). Host shall make all of its invoices/statements with its Local Provider available to Owner for purposes of calculating the Power Ef�iciency Fee promptly after Host receiving such invoices/statements. (b) EV Payments and support for DC fast charger. Service and Pricing to users of the Charger Services shall be determined by Host and ChargePoint or other service provider. (c) Each party may invoice the other for the amounts due hereunder on a monthly basis or as otherwise agreed to by the parties, and undisputed bills shall be paid within thirty(30) days of receipt. 5.2 Operational Chan�e. If at any time prior to the third anniversary of the Effective Date of this Agreement Host makes any changes to its business operations that reduce the amount or peaks of its electrical energy usage with its Local Provider by more than 25% of the previous year's demand for the same consecutive three-month billing period (an "Operational Change"), then the Host agrees to increase Owner's percentage of the Power Efficiency Fee to an ATTY/AGR/2014.021/POWER EFFICIENCY CHARGING SITE REV:02-24-14 MLG Page 6 of 21