2023/04/12 Council Agenda Packet

Payments to Participant will be sent via USPS in the form of a check no later than 3o days after payment from SRECTrade is received. Term and Termination WSTA and SRECTrade shall perform Services for Participant during the period commencing on the Effective Date. The term of this MSA shall be for two (2) year, with automatic one-year (1-year) extensions thereafter (the "Term"). WSTA or Participants shall provide thirty (3o) days written notice of intent not to exercise the automatic extension. Either WSTA or Participant may terminate their participation in the MSA with go days written notice. Should either WSTA or Participant default in the performance of the MSA or materially breach any of its obligations, the non -breaching party may terminate the MSA immediately if the breaching party fails to cure the breach within fifteen (15) days after having received written notice by the non -breaching party of the breach or default. Representations and Obligations of Participants • Participant agrees that, at all times during the Term of the MSA, Participant will provide all information requested by WSTA or SRECTrade to provide Services and such information shall be true, complete, and correct in all material respects and shall include, but is not limited to, information required to register and deactivate eligible assets, submit ongoing reports, perform activities related to administering and monetizing credits and other reporting and correspondence with the Regulator. • Participant understands and agrees that there is no guarantee of successful creation, transaction, or monetization of Credits. • Participant warrants that it is the owner, or represents the owner, who hold(s) legal title to the Credits associated with fuel supply equipment Assets under these Programs. All right, title and interest in and to the Credits shall be free and clear of any liens, taxes, claims, security interests, or other encumbrances and that Participant has not sold the credits to any other person or entity. If Participant is acting on behalf of a third -party owner of the assets from which the Credits are derived, upon request Participant shall provide to WSTA or SRECTrade evidence of Participant's legal rights to the credits. • Neither Participant nor any other party has made any claims associated with the Credits. • Participant releases its rights to report and claim the Credits under these Programs. • Participant designates SRECTrade to act on its behalf with regards to the registration, reporting, and marketing of Credits under these Programs. • Participant attests that the information provided to SRECTrade to register clean fuel assets and report the ongoing fuel supply and/or consumption data with the regulator is complete and correct. • Participant agrees to use Credit proceeds in compliance with applicable Program rules. • Participant hereby agrees to indemnify, defend and hold harmless SRECTrade and its directors, officers, employees and agents from any and all claims, damages and expenses incurred by them as a result of any inaccuracy in such Participant information. • Exhibits B and C attached hereto are made a part of this MSA describe the platform user and privacy policies for using WSTA's consultant's online platform. The Terms and Conditions found on SRECTrade.com are superseded by Exhibits B and C.