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interest at the Interest Rate, such interest to be calculated from and including the due <br />date, but excluding the date the delinquent amount is paid in full. Because certain <br />charges are aggregated between Member and Participating Members, Member <br />understands that a failure to timely pay an invoice may result in additional costs, interest <br />charges, and damages that CAPP may be required to pay to Facility Owners under the <br />PPA and that are disproportionate to the default by Member. Member agrees, in the <br />event of its default, to reimburse CAPP for all costs, interest charges, and damages that it <br />may be required to pay to Facility Owners that result from Member's default under this <br />Contract. Except for Capacity Payments that are required to be paid by Member directly <br />to CAPP or the Trustee, CAPP may require Member to pay all or any of the payments <br />required to be paid by Member under this Contract to Designated Agent(s) appointed by <br />CAPP. <br />8.3 Netting. Member understands that CAPP and Facility Owners have agreed to <br />dischaxge mutual debts and payment obligations due and owing to each other on the same <br />payment due date pursuant to the PPA through netting, so that only the excess amount <br />remaining due shall be paid by the Party, who owes such excess amount. All payment <br />obligations of the Parties and all rights to receive payment under this Contract are subject <br />to the netting provisions contained in the PPA. Additionally, it is understood that <br />Designated Agents may net credits and supplemental payments in monthly invoices of <br />the Contract Price. <br />8.4 Disputed Charges. A Party may, in good faith, dispute the correctness of any <br />invoice or any adjustment to an invoice, rendered under this Contract or adjust any <br />invoice for any arithmetic or computational error within twenty-three (23) months of the <br />date the invoice, or adjustment to an invoice, was rendered, except when a dispute is <br />limited by ERCOT protocols, Rules of' the Public Utility Commission or contracts <br />between CAPP and Designated Agents. In the event an invoice or portion thereof, or any <br />other claim or adjustment arising hereunder, is disputed, payment of the undisputed <br />portion of the invoice shall be required to be made when due, with notice of the objection <br />given to the other Party. Any invoice dispute or invoice adjustment shall be in writing <br />and shall state the basis for the dispute or adjustment. Payment of the disputed amount <br />shall not be required until the dispute is resolved unless CAPP is required to pay the <br />disputed amount to Facility Owners under the PPA. Upon resolution of the dispute, any <br />required payment shall be made within five (5) Business Days of such resolution (along <br />with interest accrued, if any, on account thereof under the PPA). Inadvertent <br />overpayments shall be returned upon request or deducted by the Party receiving such <br />overpayment from subsequent payments, with interest accrued only to the extent it <br />accrues under the PPA. Any dispute with respect to an invoice is waived unless the other <br />Party is notified in accordance with this Section 8.4 within twenty-three (23) months or <br />shorter period if required by ERCOT protocols, Rules of the Public Utility Commission <br />or contracts between CAPP and Designated Agents after the invoice is rendered or any <br />specific adjustment to the invoice is made. <br />25 <br />W. GO0(15'0 <br />