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

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"Tax Credits" means any and all (a) investment tax credits, (b)production tax credits and(c) similar tax credits or grants under federal,state or local law relating to the construction,ownership or production of energy from the System. 6. Conditions to Obligations. a. Conditions to Seller's Obligations. Seller's obligations under this Agreement are conditioned on the completion of the following conditions to Seller's reasonable satisfaction on or before the Condition Satisfaction Date: i. Completion of a physical inspection of the Facility and the property upon which the Facility is located(the "Premises") including, if applicable, geotechnical work, and real estate due diligence to confirm the suitability of the Facility and the Premises for the System; ii. Approval of(A) this Agreement and (B) the Construction Agreement (if any) for the System by Seller's Financing Parties. "Construction Agreement" as used in this subsection means an agreement between Seller and any contractor or subcontractor to install the System; iii. Confirmation that Seller will obtain all applicable Environmental Incentives and Tax Credits; iv. Receipt of all necessary zoning, land use and building permits;and v. Execution of all necessary agreements with the Utility for interconnection of the System to Facility electrical system and/or the Utility's electric distribution system. b. Failure of Conditions. If any of the conditions listed in subsection(a)are not satisfied by the Condition Satisfaction Date,the Parties will attempt in good faith to negotiate new dates for the satisfaction of the failed conditions. If the Parties are unable to negotiate new dates then Seller may terminate this Agreement upon ten(10) days written notice to Buyer without liability for costs or damages or triggering a default under this Agreement. c. Commencement of Construction. Seller's obligation to commence construction and installation of the System is conditioned on Seller's receipt of (A)proof of insurance for all insurance required to be maintained by Purchaser under this Agreement,(B)written confirmation from any person holding a mortgage,lien or other encumbrance over the Premises or the Facility,as applicable,that such person will recognize Seller's rights under this Agreement for as long Seller is not in default hereunder. d. Conditions to Purchaser's Obligations. Purchaser's obligations under Section 4(a)are conditioned on the occurrence of the Commercial Operation Date for the System by the Outside Commercial Operation Date. 7. Seller's Rights and Obli tionc. a. Permits and Approvals. Seller,with Purchaser's reasonable cooperation,shall use commercially reasonable efforts to obtain,at its sole cost and expense: i. any zoning,land use and building permits required to construct,install and operate the System;and ii. any agreements and approvals from the Utility necessary in order to interconnect the System to the Facility electrical system and/or the Utility's electric distribution system. Purchaser shall cooperate with Seller's reasonable requests to assist Seller in obtaining such agreements,permits and approvals. b. Standard System Repair and Maintenance. Seller shall construct and install the System at the Facility. During the Term, Seller will operate and perform all routine and emergency repairs to,and maintenance of,the System at its sole cost and expense, except for any repairs or maintenance resulting from Purchaser's negligence, willful misconduct or breach of this Agreement. Seller shall not be responsible for any work done by others on any part of the System unless Seller authorizes that work in advance in writing. Seller shall not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental controls or improper operation or maintenance of the System by anyone other than Seller or Seller's contractors. If the System requires repairs for which Purchaser is responsible, Purchaser shall pay Seller for diagnosing and correcting the problem at Seller or Seller's contractors' then current standard rates. Seller shall provide Purchaser with reasonable notice prior to accessing the Facility to make standard repairs.