R2022-161 Resolution Authorizing Agreement with Hawk-Atollo for Power Purchase Agreement Regarding Solar Canopy Project

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DocuSign Envelope ID:221D6B40-33AE-4186-BC60-E598F733ACF1 Exhibit A • PURCHASE s Facility and the Premises or that assure that any adverse judgment with respect to such lien will be paid without affecting title to the Facility and the Premises. h. No Warranty. No warranty or remedy, whether statutory, written, oral, express or implied, including without limitation, warranties of merchantability and fitness for a particular purpose, or warranties arising from course of dealing or usage of trade shall apply. The remedies set forth in this Agreement shall be Purchaser's sole and exclusive remedies for any claim or liability arising out of or in connection with this Agreement, whether arising in contract,tort(including negligence), strict liability or otherwise. 8. Purchaser's Rights and Obligations. a. Access to the Premises; Facility Access Rights. Purchaser does not own the Premises. Seller acknowledges Purchaser is a lessee of the Premises. Seller acknowledges the Decatur Metropolitan Exposition, Auditorium and Office Building Authority owns the Premises. Purchaser is a party to an Intergovernmental cooperation Agreement with Decatur Metropolitan Exposition, Auditorium and Office Building Authority and has secured a Second Amendment to Intergovernmental Cooperation Agreement with Decatur Metropolitan Exposition, Auditorium and Office Building Authority Regarding Solar Canopy ("Second Amendment") granting Purchaser the authority to enter into this Agreement with respect to the Premises for the purposes of (i) installing, constructing, operating, owning, maintaining, accessing, removing and replacing the System; (ii) performing all of Seller's obligations and enforcing all of Seller's rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters necessary to interconnect the System to Purchaser's electric system at the Facility,to the Utility's electric distribution system,if any,or for any other purpose that may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance or repair of the System. Seller shall notify Purchaser prior to entering the Facility except in situations where there is imminent risk of damage to persons or property. Purchaser shall not interfere with Seller's rights or access to the Premises and the Facility under the Second Amendment. b. OSHA Compliance. Seller shall ensure that all Occupational Safety and Health Act(OSHA) requirements and other similar applicable safety laws or codes are adhered to in its performance under this Agreement. C. Maintenance of Facility. Purchaser or Lesee shall, at its sole cost and expense, maintain the Facility in good condition and repair. Purchaser will ensure that the Facility remains interconnected to the Utility's electric distribution system at all times and will not cause cessation of electric service to the Facility from the Utility. Purchaser is fully responsible for the maintenance and repair of the Facility's electrical system and of all of Purchaser's equipment that utilizes the System's outputs. Purchaser shall properly maintain in full working order all of Purchaser's electric supply or generation equipment that Purchaser may shut down while utilizing the System. Purchaser shall promptly notify Seller of any Page 15 of 52