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Home My WebLink AboutAmendment to Contract - Verde Solution - Onyx - Solar Power at the Robert CrownExecution Version AMENDMENT THIS AMENDMENT (this “Amendment”) is made as of January 8, 2025 (the “Effective Date”), by and between Robert Crown CC Evanston Rooftop Solar LLC, a Delaware limited liability company (“System Owner”), as assignee of Onyx Development Group LLC (“Onyx”) and the City of Evanston, Illinois, an Illinois municipal corporation (“PPA Counterparty”). System Owner and PPA Counterparty are sometimes collectively referred to in this Amendment as the “Parties”. RECITALS WHEREAS, Onyx and PPA Counterparty entered into that certain Solar Energy Power Purchase Agreement, dated as of February 12, 2024, in connection with the design, construction and operation of a photovoltaic electricity generation system (“System”) and sale of electricity from such System to the PPA Counterparty (the “PPA”); WHEREAS, pursuant to that certain Assignment Agreement, dated as of July 12, 2024, by and between Onyx and System Owner, Onyx assigned its rights, title and interest in and to, and all of its duties, responsibilities, obligations and liabilities under the PPA to its affiliate, System Owner; and WHEREAS, in accordance with Section 20.9 of the PPA, System Owner and PPA Counterparty wish to amend the PPA as set forth herein. NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the respective meanings ascribed to them in the PPA. 2. Amendments. In accordance with Section 20.9 of the PPA, the PPA is hereby amended as follows: 2.1 Section 1.2 of the PPA shall be amended as follows: 2.1.1 The defined terms “Early Termination Fee” and “Site Lease Agreement” shall each be deleted in its entirety. 2.1.2 The second sentence of the defined term “Fair Market Value” shall be deleted in its entirety. 2.1.3 A new defined term “License” shall be added in appropriate alphabetical order to Section 1.2 of the PPA as follows: “License” has the meaning given in Section 6.1. Doc ID: 231ff58393ea126a7964dd5001d6e45f2cad98bb 2.2 The “Term” as set forth in Section 2.1.1 of the PPA shall be replaced and amended to be the “twentieth (20th)” anniversary of the Commercial Operation Date. 2.3 Section 4.6 of the PPA shall be amended to add the following to the end of the final sentence: “or relating to the License and other rights of use granted to System Owner pursuant to the License.” 2.4 The “Commercial Operation Deadline” as set forth in Section 5.1 of the PPA shall be replaced with the following date: December 31, 2025. 2.5 Section 6.1 of the PPA shall be replaced in its entirety with the following: “The City hereby grants to System Owner a commercial license coterminous with the Term containing all the rights necessary for System Owner to use and occupy a portion of the Premises for the installation, operation, maintenance and removal of the System pursuant to the terms of this Agreement, including ingress and egress rights to the Premises for System Owner and its employees, contractors and subcontractors and access to electrical panels and conduits to interconnect or disconnect the System with the Premises’ electrical wiring (the “License”). If System Owner’s financing structure requires that the City enter into a stand-alone license or other site access agreement, the City shall enter into such an agreement which shall be in a form provided by System Owner and contain substantially the same rights as set forth in this Section 6.1. Upon request, the City shall enter into and deliver, and System Owner may record in the local land records, a customary memorandum of license in respect of the License. The City also hereby covenants that (x) System Owner and its subcontractors, agents, consultants and representatives shall have access to the Premises, the Site, the System, all System Assets, System operations and any documents, materials, records and accounts relating thereto during the Term of this Agreement and for so long as needed after termination to remove the System pursuant to the applicable provisions herein, and (y) the City will not interfere or handle any System Owner equipment or the System without written authorization from System Owner; provided, however, that the City shall at all times have access to and the right to observe the System installation or removal.” 2.6 The first sentence of Section 7.1 of the PPA shall be amended to remove the words “and the Site Lease Agreement” at the end of the sentence. 2.7 Section 13.4 shall be deleted in its entirety and the current Section 13.5 shall be re- numbered as Section 13.4. 2.8 The notice information for System Owner set forth in Section 20.2 of the PPA shall be replaced in its entirety with the following: Doc ID: 231ff58393ea126a7964dd5001d6e45f2cad98bb Robert Crown CC Evanston Rooftop Solar LLC c/o Onyx Renewable Partners L.P. 505 Fifth Avenue, 14th Floor New York, NY 10017 Attn: Legal Department Email: legal@onyxrenewables.com 2.9 The table set forth in Exhibit E to the PPA shall be replaced in its entirety with an amended table in the form attached hereto as Exhibit 1. 3. No Modification to PPA. Other than the amendments described in this Amendment, nothing in this Amendment is intended to modify, alter or rescind any of the terms or provisions of the PPA. 4. Miscellaneous. This Amendment shall be governed by the laws of the jurisdiction set forth in the PPA, without regard to principles of conflicts of law. This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns. This Amendment may only be amended by a writing signed by all of the Parties. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment. This Amendment constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior contracts, agreements or understandings with respect to the subject matter hereof, whether oral or written. (Remainder of page left intentionally blank – Signature page to follow) Doc ID: 231ff58393ea126a7964dd5001d6e45f2cad98bb [Signature Page to Amendment – City of Evanston PPA] IN WITNESS WHEREOF, the Parties have each executed this Amendment as of the Effective Date. Robert Crown CC Evanston Rooftop Solar LLC By: ________________________________ Name: Patricia L. Rollin Title: Authorized Signatory The City of Evanston, Illinois By: ________________________________ Name: Title: Luke Stowe City Manager Approved as to form: Alexandra B. Ruggie Corporation Counsel Doc ID: 231ff58393ea126a7964dd5001d6e45f2cad98bb EXHIBIT 1 Robert Crown Community Center PPA Year Guaranteed Annual kWh Estimated Annual kWh Year 1 984,636 1,158,395 Year 2 979,713 1,152,603 Year 3 974,814 1,146,840 Year 4 972,598 1,144,233 Year 5 965,091 1,135,401 Year 6 960,265 1,129,724 Year 7 955,464 1,124,075 Year 8 953,291 1,121,519 Year 9 945,933 1,112,862 Year 10 941,203 1,107,298 Year 11 936,497 1,101,762 Year 12 934,368 1,099,256 Year 13 927,156 1,090,772 Year 14 922,520 1,085,318 Year 15 917,907 1,079,891 Year 16 915,820 1,077,436 Year 17 908,751 1,069,119 Year 18 904,208 1,063,774 Year 19 899,687 1,058,455 Year 20 897,641 1,056,048 Doc ID: 231ff58393ea126a7964dd5001d6e45f2cad98bb Amendment to Contract with Verde/Onyx - Solar Power at the... RCCC_-__Amendment...uted_-_1.8.25.pdf 231ff58393ea126a7964dd5001d6e45f2cad98bb MM / DD / YYYY Signed 01 / 13 / 2025 10:07:14 UTC-6 Sent for signature to Alexandra Ruggie (aruggie@cityofevanston.org) and Luke Stowe (lstowe@cityofevanston.org) from lthomas@cityofevanston.org IP: 66.158.65.76 01 / 13 / 2025 11:04:20 UTC-6 Viewed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 66.158.65.77 01 / 13 / 2025 11:04:31 UTC-6 Signed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 66.158.65.77 01 / 13 / 2025 14:14:48 UTC-6 Viewed by Luke Stowe (lstowe@cityofevanston.org) IP: 66.158.65.76 01 / 13 / 2025 18:19:10 UTC-6 Signed by Luke Stowe (lstowe@cityofevanston.org) IP: 66.158.65.77 The document has been completed.01 / 13 / 2025 18:19:10 UTC-6