R2026-41 Resolution Amending R2024-349 A Behind the Meter Solar Project for the William Street Pump Station

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Agreement and then owed by Seller to Purchaser. The Termination Payment shall not be less than zero'. C. Obligations Following Termination. If a Non-Defaulting Party terminates this Agreement pursuant to this Section I3(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event. 14. Representations.Warranties and Covenants. a. General Representations and Warranties. Each Party represents and warrants to the other the following as of the Effective Date: i. Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; the execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate,partnership or limited liability company action,as applicable,and do not and shall not violate any law; and this Agreement is valid obligation of such Party,enforceable against such Party in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally). ii. Such Party has obtained all licenses, authorizations,consents and approvals required by any Governmental Authority or other third party and necessary for such Party to own its assets,carry on its business and to execute and deliver this Agreement; and such Party is in compliance with all laws that relate to this Agreement in all material respects. b. P�r has is R t rreec�ntations Warranties and ov Hants. Purchaser represents and warrants to Seller the following as of the Effective Date and covenants that throughout the Term: i. License. Purchaser has title to or a leasehold or other property interest in the Premises. Purchaser has the full right, power and authority to grant the License contained in Section 8(a). Such grant of the License does not violate any law, ordinance, rule or other governmental restriction applicable to Purchaser or the Facility and is not inconsistent with and will not result in a breach or default under any agreement by which Purchaser is bound or that affects the Facility. If Purchaser does not own the Premises or Facility, Purchaser has obtained all required consents from the owner of the Premises and/or Facility to grant the License and enter into and perform its obligations under this Agreement. ii. Other Agreements. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which Purchaser is a party or by which Purchaser or the Facility is bound. iii. Accuracy of Information. All information provided by Purchaser to Seller, as it pertains to the Facility's physical configuration, Purchaser's planned use of the Facility, and Purchaser's estimated electricity requirements,is accurate in all material respects. iv. Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. v. Hazardous Substances..There are no Hazardous Substances at,on,above,below or near the Premises. If Purchaser is also taking the Environmental Attributes,the cost of replacement Environmental Attributes will also have to be taken into account.