AIR PRODUCTS AND CHEMICALS, INC. 1-2011

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(e) /nventory Monitoring Assistance. If technical problems occur with the monitoring system described in Section 3(c) hereof, or if utilization of Hydrogen is anticipated to change significantly, Buyer shall assist Air Products by providing adequate notification and establishing delivery requirements to provide an orderly, continuous supply of Hydrogen. Buyer acknowledges that Air Products will remotely access the Mobile Fueler to, among other things, monitor the inventory of Hydrogen therein and undertake certain maintenance functions. (f) Special Delivery Charges. Buyer shall pay special delivery charges according to Air Products then- prevailing delivery service rate schedule for emergency or denied deliveries, frequent delivery delays, lockouts and deliveries requested by Buyer to be made at a specified time. (g)? Branding of Mobi/e Fue/e? The Air- Products' branding placed on the Mobile Fueler shall not be altered by Buyer in any way. 5 Specifications (a) Hydrogen Specifications. All Hydrogen delivered by Air Products hereunder shall conform to the specifications set forth on Attachment 1 hereto. (b) Mobi/e Fueler Specifications. The Mobile Fueler has been designed in accordance with the details set forth in Attachment 2 hereto and is free from defects in design and in materials and workmanship and is warranted to operate as specified in Attachment 2: 6. Price (a) Hydrogen Price. The "Price" for Hydrogen tendered to Buyer by Air Products shall include a Unit Price, a Monthly Charge, a Refill Charge and such other applicable charges all as defined and set forth in Attachment 1 . The Price shall be paid by South Coast Air Quality Management District ("AQMD") under a separate funding agreement between Air Products and AQMD. (b) Surcharges. In addition to the Price, Air Products may charge and AQMD shall pay surcharges for increases in Air Products' production and delivery costs caused by increases in fuel, energy, feedstock or other production or delivery costs (including without limitation diesel fuel, natural gas and electric power affecting Air Products' producing facilities) ("Surcharges"). Calculation of Surcharges is described in Attachment 1 and shall be in addition to the Price. (c) Payment an Express Condition of Performance. The timely payment by or on behalf of AQMD of all amounts. due and owing to Air Products hereunder, including the Unit Price, Monthly Charge, Refill Charge, Surcharges and any other charges contractually provided for hereunder, is an express condition to the continued performance by Air Products of its obligations hereunder. AQMD's failure to make any such payment in a timely fashion shall entitle -Air Products to discontinue delivery of Hydrogen hereunder without penalty, breach or default of any kind under this Agreement and Air Products may terminate this Agreement immediately without-any liability or obligation to City or to AQMD. 7. Taxes (a) Payab/e by Air Products. Air Products shall bear and pay all applicable federal, state and local taxes based upon or measured by its net income and all franchise taxes based upon its corporate existence or its general corporate right to transact business. (b) Payab/e by Buyer. The prices as stated herein do not include any taxes, charges, duties or fees other than ' those stated in Section 7(a). Any other tax, charges, or fees, .howsoever denominated and howsoever measured, imposed upon the Mobile Fueler or its use (including property taxes) or upon the storage, inventory, sale, transportation, delivery, use or consumption of Hydrogen shall be paid directly by Buyer or, if paid by Air Products, shall be invoiced to Buyer as a separate item and paid by Buyer to Air Products. City shall provide Air Products with properly completed exemption certificates for any tax, charge or fee from which City claims exemption or other preferential status 3