R2024-353 Resolution Authorizing Consent to Assignment Agreement for the Solar Project at the Decatur Civic Cente

Home Browse Search

Execution Version CONSENT TO ASSIGNMENT AGREEMENT This Consent to Assignment Agreement(this"Consent"), dated as of November 18, 2024, is made by and among City of Decatur, Illinois, an Illinois municipal corporation, ("Contracting Party"), Hawk-Attollo LLC, an Illinois limited liability company("Assignor"), and Green Bridge Energy 207 LLC, a Delaware limited liability company("Assignee"). Recitals WHEREAS,the Contracting Party and the Assignor entered into that certain Power Purchase Agreement, dated as of November 14,2022 (the "Assigned Agreement"); WHEREAS,the Assignor desires to assign to Assignee all of its right, title, and interest in,to and under the Assigned Agreement pursuant to an assignment agreement to be entered into by and between the Assignor and Assignee (the "Assignment'); WHEREAS,the Assignor and Assignee desire to obtain Contracting Party's consent to the Assignment and Contracting Party is willing to consent to the Assignment on the terms and conditions described herein; WHEREAS,Assignor and Assignee intend to enter into an engineering, procurement and construction terms and conditions agreement whereby Assignor shall assist with the design, engineering, procurement or construction of the solar panel system contemplated in the Assigned Agreement(the "System")through final completion or similar construction milestone of such System; and WHEREAS, pursuant to Section 19(a) of the Assigned Agreement,Assignor may assign the Assigned Agreement with the prior written consent of Contracting Party within thirty(30) calendar days of such Assignment. NOW,THEREFORE, in consideration of the foregoing, and for other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound,the Contracting Party hereby agrees as follows: AGREEMENT: 1. Consent to Assignment. Subject to the terms and conditions of this Consent, the Contracting Party hereby consents to the Assignment. Upon the Assignment,Assignee agrees that is shall expressly assume and agree to be bound by and to perform and comply with,for the benefit of Contracting Party,each and every obligation of the Assignor under the Assigned Agreement and the obligations of Assignee under the Assignment. 2. Continuing Obligations.The Contracting Party acknowledges and agrees that(a)the Assignor and Assignee intend to enter into a broader business transaction in reliance upon the execution and delivery by the Contracting Party of this Consent and (b) Contracting Party shall perform and comply with all material terms and provisions of the Assigned Agreement to be performed or complied with by it for the benefit of the Assignee and shall maintain the Assigned Agreement in full force and effect in accordance with the terms thereof. 3. Notices. Unless otherwise notified by Assignee, any notice to be provided pursuant to the Contract shall be delivered to Assignee at the following address: Green Bridge Corporation