Wastewater Services Agreement - Amazon Data Services, Inc.

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AMAZON CONFIDENTIAL 2 (b) Termination by Provider. Provider may terminate this Agreement upon 90 days’ prior written notice only if (i) the Project permanently ceases its data center operations for more than 12 consecutive months, and at least 3 years has passed from the Effective Date, and (ii) Provider has paid ADS all amounts due and owing under this Agreement. – RATES AND PAYMENTS 3.1 ADS Obligation to Pay for Provider Services. ADS will pay for the Provider Services in accordance with the rates contained in Table 2 of the Cover Sheet. 3.2 Monthly Billing of Provider Services. The Parties’ obligations with respect to billing, payments, disputes, and delinquencies related to services utilized by ADS will be governed by the Billing and Payment provisions indicated in Table 2 of the Cover Sheet. 3.3 Fair Rates. If Provider modifies its rate structure or proposes any change in rates to ADS or ADS’s customer class, Provider confirms that all similar customers to ADS shall also be subject to such rate modifications 3.4 Measurement of Wastewater Quantity. ADS will install, own, operate, and maintain one or more meters that meet all applicable accuracy, precision, and calibration standards established by Good Utility Practice and Applicable Law. The Provider will read each meter to determine the amount due for each Provider Service related to the Project within 15 days following the end of each calendar month. 3.5 Failure to Provide Services. Provider must provide notice to ADS at least 10 days in advance, or as soon as reasonably possible in the case of a Force Majeure Event, if Provider Services will be interrupted for maintenance, repairs, or other purposes. If for any reason, Provider does not provide Provider Services for more than 24 hours, Provider will supply substitute Provider Services at no additional cost to ADS. If Provider does not provide substitute Provider Services, ADS may provide its own temporary substitute Provider Services and Provider must cooperate to provide access to Infrastructure as needed for ADS to utilize such substitute Provider Services. 3.6 System Development Charge. Prior to connecting to the City’s sewer system and upon the execution of this Agreement, ADS shall pay the Provider a System Development Charge in an amount consistent with the calculations based upon City Ordinance Section 17-79. – FORCE MAJEURE EVENT & CHANGE IN LAW 4.1 Definition. A Party will not be responsible for any delay or failure to perform to the extent that the delay or failure to perform is caused by an event or circumstance that (a) is beyond the reasonable control of such Party, (b) was not foreseeable at the time of execution of this Agreement, or if foreseeable, could not have been avoided or overcome by such Party through the exercise of commercially reasonable diligence, and (c) prevents, hinders or delays