01-26-2015 Council Packet - Laserfiche WebLink

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r amount of damages assessed to Seller by its supplier as a result of the termination of the back-to-back agreement between Seller and its supplier) plus $0.03 per gallon on the � shortage (or in the event of termination, the remaining gallons to be purchased under the Fixed Price Fuel Supply Agreement). If Seller hedges the transaction, then Loss is defined as follows: the difference between the NYMEX futures price on the day the contract(s) are bought and the average NYMEX futures price on the dates during the month when the contract(s) are sold by Seller multiplied by the shortage in gallons (in the event of termination, take the difference between the NYMEX futures price on the day the contract(s) are bought and the date the remaining contract(s) are sold and multiply the difference by the remaining gallons to be purchased under the Fixed Price Fuel Supply Agreement) plus the difference between the Swap (if applicable) on the day the Swap(s) are bought and average price of the Swap(s) on the dates during the month when they are sold multiplied by the shortage in gallons (in the event of termination, take the difference between the NYMEX futures price on the day the Swap(s) are bought and the date the remaining Swap(s) are sold and multiply the difference by the remaining gallons to be purchased under the Fixed Price Fuel Supply Agreement) plus $0.03 per gallon multiplied by the shortage in gallons (in the event of termination, multiply the above sum by the remaining gallons to be purchased under the Fixed Price Fuel Supply Agreement). If Seller realizes a gain from the sale of the NYMEX and Swap (if applicable), then Seller shall pay to Buyer the gain multiplied by the shortage in gallons, less$0.03 per gallon (the"Gain"). 8. TERMINATION — Seller may terminate this Agreement at any time during the term hereof upon giving Buyer five (5) days written notice with right to cure if any one of the following occurs: (a) Buyer by act or omission breaches or defaults in any covenant, condition or other provision hereof; (b) Buyer fails to meet Seller's continuing credit approval (in lieu of termination for failure to meet credit approval, Se11er may modify Buyer's payment terms or require security, as Seller deems necessary) or; (c) Change In Law Event that results in the imposition of materially detrimental conditions, requirements, or costs with respect to the transactions entered into under this Agreement as reasonably determined by Seller in good faith. For the purposes of this provision, a Change in Law Event means the occurrence of any of the following: (a) the adoption or taking effect of any law, rule, regulation, treaty or any other exercise of government authority; or(b)the interpretation or application thereof by any government authority; or (c) making or issuance of any request, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, the California LCFS Regulations, Cap and Trade and other AB 32 regulations and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed a Change in Law Event, regardless of the date enacted, adopted or issued. Waiver by Seller of one or more breaches or defaults hereunder by Buyer shall not be deemed to be a waiver of any other or continuing breach or default hereunder. Termination of this Agreement shall not relieve Buyer of responsibility for obligations incurred prior to termination and in the event of termination for causes set forth herein, then Buyer shall be responsible to Seller for the Loss set forth in Paragraph 7 above and Buyer shall be responsible to Seller for any Gain set forth in Paragraph 7. Such sums shall be due and payable within 10 days from the date of Seller's demand.