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HomeMy WebLinkAboutOrdinance #4348 - Solar Power Purchase Agreement and Lease of Real Property for a Term in Excess of Twenty Years Owned by the City of Canton and located near Kilroy Lift Station CERTIFICATE THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A SPECIAL MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE 12TH DAY OF JUNE, 2023 ADOPTED ORDINANCE NO. 4348 A TRUE AND CORRECT COPY OF WHICH I CONTAINED IN THIS PAMPHLET. GIVEN UNDER MY HAND AND SEAL THIS 12TH DAY OF JUNE, 2023. \ r / (SEAL) F REA SMITH-WALTERS ITY CLERK ORDINANCE NO. 4348 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A SOLAR POWER PURCHASE AGREEMENT AND LEASE OF REAL PROPERTY FOR A TERM IN EXCESS OF TWENTY(20)YEARS FOR REAL PROPERTY OWNED BY THE CITY OF CANTON LOCATED AT OR NEAR KILROY LIFT STATION WHEREAS,the City of Canton(the "City") owns the real property described on"Exhibit A," (P.I.N.(s) 09-08-24-300-008 and/or 09-08-24-400-009) (the "Property"), which is currently used as part of City's farm,for the City's Kilroy Lift Station, and vacant/undeveloped land; WHEREAS,the City has evaluated options for obtaining a solar power purchase agreement ("PPA") for the purposes of purchasing solar generated electricity, solely for the City's use, from Keystone Power Holdings,LLC or its related entities/affiliates (collectively "Keystone"); WHEREAS, on February 21, 2023, the City Council approved certain letters of intent regarding utilizing a certain portion of the Property(the"Premises"),which will be utilized for the solar sites and subject to a lease agreement by and between Keystone; WHEREAS, in order to reduce, or otherwise stabilize, electricity costs to the City, and to take action to protect the environment,the City Council of the City of Canton has determined that it is desirable and in the best public interests of the City of Canton that it enter into a PPA with Keystone and to lease the Premises to Keystone for purposes of a solar site to be used in connection with the PPA and for the purpose of purchasing solar generated electricity, solely for the City's behind-the-meter use at City buildings and/or facilities; WHEREAS, pursuant to Section 11-76-2 of the Illinois Municipal Code (65 ILCS 5/11- 76-2),notice has been given of the proposal to lease such real estate, said notice having first been published on May 23, 2023, and having been published at least once in the Fulton Democrat, a newspaper published in the county in which the municipality is located,not less than 15 nor more than 30 days before the date on which it is proposed to adopt this Ordinance; WHEREAS, pursuant to said notice,this Ordinance was adopted at the special meeting of the City Council held on June 12, 2023; and WHEREAS,the corporate authorities find it to be clearly in the public's interest to proceed with the PPA and lease and have agreed, by this Ordinance and by at least a vote of two-thirds (2/3),to waive competitive bidding requirements to the extent same would be required; WHEREAS, the City Council finds and determines that the best interests of the City of Canton and its residents will be served by the approval of the above-referenced lease. NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Canton, Fulton County,Illinois, as follows: 1. The corporate authorities find as fact the recitals hereinabove set forth. 2. The Solar Power Purchase Agreement and Solar System Site Lease Agreement, substantially in the form as attached hereto as"Exhibit B"(collectively the"Agreement")is hereby APPROVED. 3. Any applicable competitive bidding requirements set forth by Illinois law and the Canton Municipal Code are hereby waived. 4. The Mayor is hereby authorized to sign, and the City Clerk is hereby authorized to attest to,the Agreement, subject to any revised terms and consideration negotiated with Keystone. 5. The City Attorney, upon approval of the Mayor, is hereby authorized to negotiate with Keystone, and make any revisions to the Agreement necessary to accomplish the foregoing. 6. The Mayor,and/or his designee(s),is hereby authorized to execute any and all other applications, agreements, permits, or other documents necessary to or related to the Agreement, including without limitation an Interconnection Agreement with Ameren Illinois Company.To the extent the Mayor has already done so,his actions are hereby RATIFIED. 7. This ordinance shall be in full force and effect from and after its passage and approval in the manner provided by law. PASSED THIS 12th DAY OF JUNE,2023. AYES:Mayor Kent McDowell, Alderpersons Chamberlin, Grimm, Lovell, Hale, Gossett, Lingenfelter NAYES:None ABSENT:Alderpersons Nelson, Ketcham APPROVED THIS 12th DAY OF JUNE, 2023. V ��.� Uwe (,,4, Kent A. McDowell, ATTEST: if./ 6-744"/- i1/ I Brea J. ith-Walters, City Clerk Exhibit A A part of the Northeast, Southeast and Southwest Quarters of Section 24,Township 7 North,Range 4 East of the Fourth Principal Meridian, Fulton County, Illinois, more particularly described as follows: Commencing at an iron rod found at the southeast corner of said Southwest Quarter of Section 24; thence North 00 degrees 48 minutes 02 seconds East (Bearings refer to the Illinois Coordinate System, West Zone, NAD 1983), a distance of 547.00 feet along the east line of said Southwest Quarter of Section 24 to the southerly line of the Lake Canton Boundary as shown on a Plat by T. F. Gibbons, dated February 1967 and the Point of Beginning of the Tract to be described: From said Point of Beginning:thence North 89 degrees 56 minutes 41 seconds West, a distance of 1067.14 feet along said southerly line; thence North 45 degrees 12 minutes 46 seconds East, a distance of 3730.87 feet to an iron rod found at the southwest corner of a tract described in Book 473 on Page 529;thence South 89 degrees 31 minutes 52 seconds East, a distance of 1124.89 feet along the south line of said tract and beyond to said east line of the Northeast Quarter of Section 24; thence South 00 degrees 41 minutes 36 seconds West, a distance of 1481.52 feet along said east line and the east line of said Southeast Quarter of Section 24 to the northeast corner of a tract as described in Book 1639 on Page 21; thence South 75 degrees 04 minutes 11 seconds West, a distance of 923.27 feet along the northerly line of said tract to an iron rod found; thence South 75 degrees 12 minutes 19 seconds West, a distance of 461.60 feet to an iron pipe found at the northwest corner of a tract as described in Book 469 on Pages 306 and 313; thence South 00 degrees 28 minutes 23 seconds West, a distance of 72.42 feet to an iron rod set at an old existing fence earner; thence South 01 degrees 01 minutes 52 seconds West, a distance of 1268.45 feet to the southwest corner of a tract as described in Book 469 on Pages 306 and 313; thence North 89 degrees 32 minutes 18 seconds West, along the south line of said Southeast Quarter of Section 24 a distance of 767.55 feet to the southeast corner of the James R. Rogers and Kimberly J. Rogers property as described in Document No. 0549588;thence North 00 degrees 48 minutes 02 seconds East, a distance of 770.00 feet to the northeast corner of said Rogers property; thence North 89 degrees 32 minutes 18 seconds West, a distance of 566.00 feet to the northwest corner of said Rogers property; thence South 00 degrees 48 minutes 02 seconds West, a distance of 223.00 feet along said east line of the Southwest Quarter of Section 24 to the Point of Beginning, containing 124.233 acres more or less. AND A part of the Southwest Quarter of Section 24, Township 7 North, Range 4 East of the Fourth Principal Meridian,Fulton County,Illinois,more particularly described as follows: Beginning at an iron rod found at the southeast corner of said Southwest Quarter of Section 24; thence North 89 degrees 56 minutes 41 seconds West (Bearings refer to the Illinois Coordinate System, West Zone, NAO 1983), a distance of 1310.16 feet to the southeast corner of the West Half of said Southwest Quarter of Section 24; thence North 00 degrees 27 minutes 19 seconds East, a distance of 300.29 feet to an iron pipe found at northeast corner of the David L. Steck and Glenna M. Steck property as described in Book 1247 on Page 303; thence North 45 degrees 12 minutes 46 seconds East, a distance of 349.81 feet to the southerly line of the Lake Canton Boundary as shown on a Plat by T. F. Gibbons, dated February 1967;thence South 89 degrees 56 minutes 41 seconds East, a distance of 1067. 14 feet along said southerly line to the east line of said Southwest Quarter of Section 24; thence South 00 degrees 48 minutes 02 seconds West, a distance of 547.00 feet along said east line to the Point of Beginning,containing 15.774 acres more or less. Subject to all easements of record. Exhibit B See Solar Power Purchase Agreement and Solar System Site Lease Agreement Solar Power Purchase Agreement This Solar Power Purchase Agreement(this"Agreement")is entered into by the parties listed below(each a"Party"and collectively the"Parties")as of the date signed by Seller below(the"Effective Date"). Purchaser: City of Canton,Illinois Seller: KPH IL31,LLC and/or it's nominees Name Attention:Mayor Kent McDowell Name 12 Paoli Pike Ste#5 and 2 N.Main Street and Paoli PA. 19301 Address Canton, IL 61520 Address Attention: Legal Department Phone 309-647-0065 Phone 484 301-0755 x20 E-mail kmcdowell@cantoncityhall.org E-mail admin(aikeystoneph.com Premises Purchaser owns the parcels of land(the Additional Ownership "Property")on which each"Facility"to Seller be powered by solar is located Information (collectively,the"Premises"). Property Tax Identification No(s). Part of 09-08-24-300-008 and/or 09-08- 24-400-009,Canton lift station parcel to the northwest of N 20th Ave and E Sebree Rd intersection,Canton,Illinois This Agreement sets forth the terms and conditions of the purchase and sale of solar generated electric energy from the solar panel system described in Exhibit 2(the"System")and installed at the Purchaser's facility described in Exhibit 2(the"Facility"). I The exhibits listed below are incorporated by reference and made part of this Agreement. i Exhibit 1 Basic Terms and Conditions Exhibit 2 System Description Exhibit 3 Credit Information Exhibit 4 General Terms and Conditions Exhibit 5 Form of Lease Agreement Purchaser: Cit of C nton Seller: KPH IL31,LLC and/or it's nominees Signature: 4., Signature: — Printed Name: & A-, PfricsS100 641 Printed Name: Title: kV i1 0 111/4 Title: Date: " (NOL / v 02 v3 Date: • Power vurcnase Agreement Disclosure corm- IL)3F 573413 Printed Name 40-r- V V c)(se I I Signature l OW c.....3-ea( Date (AA.) 12/ 2_0 Z3 i . Exhibit 1 Basic Terms and Conditions 1. Term:Thirty(30)years,beginning on the Commercial Operation Date. 2. Additional Terms: Up to 3 (three)Additional Term(s)of five`)years at starting at$0.04/kWH for the first renewal and rising by 0%per year thereafter. 3. Environmental Incentives and Environment Attributes:Accrue to Seller. 4. Contract Price: Contract Year $/kWh 1 0.04 2 0.04 3 0.04 4 0.04 5 0.04 6 0.04 7 0.04 8 0.04 9 0.04 10 0.04 11 0.04 12 0.04 13 0.04 14 0.04 15 0.04 16 0.04 17 0.04 18 0.04 19 0.04 20 0.04 21 0.04 22 _ 0.04 23 _ 0.04 24 0.04 25 0.04 26 0.04 27 0.04 28 0.04 29 0.04 30 0.04 5. Condition Satisfaction Date: December 31,2023 6. Anticipated Commercial Operation Date: December 31,2023 7. Rebate Variance.All prices in this Agreement are calculated based on receiving the Illinois Power Agency Adjustable Block Program 2023 block incentive. If the actual incentive is not granted or is lower than expected,Seller shall have the right to terminate this Agreement without fault or further liability. 8. Purchaser Options to Purchase System.Yes,as set forth in Section 16(b). 9. Outside Commercial Operation Date:December 31,2024. 10. System Installation: Includes: [X]Design,engineering,permitting,installation,monitoring,operation&maintenance,electrical interconnection, tree removal or tree trimming(as needed),ground work(as needed), fencing(as needed), safety and paperwork processing of the System. Exhibit 2 System Description 1. System Locations:Part of the Property located to the East of the City of Canton's lift station with such parcel northwest of the N 20th Ave and E Sebree Rd intersection, in Canton,Illinois(Property Tax Identification No. 09-08-24-300-008). The final location(or the"Premises")is to be agreed upon by the parties prior to installation. 2. System Size(DC kW):75 kW to 125 kW(to be amended based on individual site actual electrical usage,ground suitability analysis,and final approved design/installation)and subject to agreement of the parties 3. Expected First Year Energy Production (kWh): 1300 kWh/kWp +/-20% (to be amended based on final approved design/installation) 4. Expected Structure:Ground Mount 5. Expected Module(s): Manufacturer/Model Quantity Hanwha Q Cells,Q.PEAK DUO XL-G11.2 585 (585W)or similar 170(to be amended based on final approved design/installation) 6. Expected Inverter(s): Manufacturer/Model Quantity CPS SCH30KTL-DO/US-480(Chint Power Systems)or similar 3 (to be amended based on final approved design/installation) 7. Facility and System Layout: See Exhibit 2,Attachment A 8. Utility: Ameren Exhibit 2 Attachment A: Facility and System Layout An Aerial Photograph of the Facility See below Conceptual Drawing of the System See below Delivery Point At the revenue grade meter installed as part of the solar project for each location Access Points Access to the Premises, to install and maintain the System Property Tax Identification 09-08-24-300-008 Part of Property to the northwest of N 20th Ave and E Sebree Rd intersection,Canton,Illinois— Aerial Photo l ra.h of the Facili and Conce s tual Desi h of the S stem • 4 r' 3' 1 p F • t^a - • • E TONE Power Holdings,LLC. II Exhibit 3 Credit Information • Promptly following the execution of this Agreement,Purchaser shall supply Seller with the following credit information: PURCHASER INFORMATION; Name:City of Canton,Illinois Tax ID: Previous&Other Names: Website:www.cantonillinois.org 11 Corporate Address: 2 North Main St, City,State,Zip Canton Illinois 61520 Phone Number: 309-647-0065 Fax Number: N/A • Entity Type S-Corp C-Corp Partnership Sole Prop LLC LLP X Other Check One: Municipality Property Addresses for Solar Installation: State: Zip Code: Property Is Owned by Applicant 792 North 20th St Canton,IL(Canton lift station IL 61520 parcel to the northwest of N 20'h Ave and E Sebree Rd intersection,Canton,Illinois) Property Type Insurance Agent Name Agents Phone: Name of Property Owner(s)if Not Applicant Vacant/Water Treatment Plant Dan Kiesewetter (309)245-2434 N/A Kiesewetter Insurance Agency Information Requested:Please submit the information required below via electronic format to admin@keystoneph.com Corporate Records ❑ Copy of Ordinance approving this Agreement and authorizing the Mayor to execute this Agreement. Financial Statements ❑ Last three(3)years of CPA audited,reviewed,compiled financial statements Real Estate Documents ❑ Lease with Premises Fee Owner(Not applicable) •o Copies of Liens or Third Party Security Interests in the Premises(If Applicable) NOTICE: The Federal Equal Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race,color,religion,national origin,sex, marital status or age(provided the applicant has the capacity to enter into a binding contract);because all or part of the applicant's income derives from any public assistance programs;or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is the Office of the Comptroller of the Currency,Customer Assistance Unit,1301 McKinney Street,Suite 3450,Houston,Texas 77010- 9050. Seller is an equal opportunity lender. Exhibit 4 Solar Power Purchase Agreement General Terms and Conditions 1. Definitions and Interpretation: Unless otherwise defined or required by the context in which any term appears: (a) the singular includes the plural and vice versa;(b)the words"herein,""hereof'and"hereunder"refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or instrument mean such agreement,document or instrument as amended,modified,supplemented or replaced from time to time;and(d)the words "include," "includes" and "including" mean include, includes and including "without limitation." The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. 2. Purchase and Sale of Electricity. Purchaser shall purchase from Seller,and Seller shall sell to Purchaser,all of the electric energy generated by the System during the Initial Term and any Additional Term(as defined in Exhibit 1,and collectively the "Term"). Purchaser agrees to purchase from Seller one hundred percent(100%) of the available electricity in priority to purchases from all other available energy sources. Electric energy generated by the System will be delivered to Purchaser at the delivery point identified on Exhibit 2(the"Delivery Point"). Purchaser shall take title to the electric energy generated by the System at the Delivery Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point. Purchaser may purchase electric energy for the Facility from other sources if the Purchaser's electric requirements at the Facility exceed the output of the System. Any purchase,sale and/or delivery of electric energy generated by the System prior to the Commercial Operation Date shall be treated as purchase,sale and/or delivery of limited amounts of test energy only and shall not indicate that the System has been put in commercial operation by the purchase,sale and/or delivery of such test energy. 3. Term and Termination. a. Initial Term. The initial term ("Initial Term")of this Agreement shall commence on the Commercial Operation Date(as defined below)and continue for the length of time specified in Exhibit 1,unless earlier terminated as provided for in this Agreement. The"Commercial Operation Date"is the date Seller gives Purchaser written notice that the System is mechanically complete and capable of providing electric energy to the Delivery Point and the System is interconnected.Such notice shall be deemed effective unless Purchaser reasonably objects within five(5)days of the date of such notice.Upon Purchaser's request,Seller will give Purchaser copies of certificates of completion or similar documentation from Seller's contractor and the interconnection or similar agreement with the entity authorized and required under applicable law to provide electric distribution service to Purchaser at the Facility(the"Utility"),as set forth on Exhibit 2. This Agreement is effective as of the Effective Date and Purchaser's failure to enable Seller to provide the electric energy by preventing it from installing the System or otherwise not performing shall not excuse Purchaser's obligations to make payments that otherwise would have been due under this Agreement. b. Additional Terms. Prior to the end of the Initial Term or of any applicable Additional Term, as defined below, if Purchaser has not exercised its option to purchase the System,either Party may give the other Party written notice of its desire to extend this Agreement on the terms and conditions set forth herein for the number and length of additional periods specified in Exhibit 1(each such additional period,an"Additional Term"). Such notice shall be given,if at all,not more than one hundred twenty(120)and not less than sixty(60)days before the last day of the Initial Term or the then current Additional Term,as applicable. The Party receiving the notice requesting an Additional Term shall respond positively or negatively to that request in writing within thirty(30)days after receipt of the request. Failure to respond within such thirty(30)day period shall be deemed a rejection of the offer for an Additional Term. If both Parties agree to an Additional Term,the Additional Term shall begin immediately upon the conclusion of the Initial Term or the then current term on the same terms and conditions as set forth in this Agreement. If the Party receiving the request for an Additional Term rejects or is deemed to reject the first Party's offer,this Agreement shall terminate at the end of the Initial Term(if the same has not been extended)or the then current Additional Term. 4. Billing and Payment. a. Monthly Charges. During the Initial Term and each Additional Term(if any),Purchaser shall pay Seller monthly for the electric energy generated by the System and delivered to the Delivery Point at the$/kWh rate shown in Exhibit 1 (the"Contract Price"). The monthly payment for such energy will be equal to the applicable$/kWh rate multiplied by the number of kWh of energy generated during the applicable month,as measured by the System meter. b. Monthly Invoices. Seller shall invoice Purchaser monthly, either through printed matter or through email no later than the tenth(10th)day of each month.Such monthly invoices shall state(i)the amount of electric energy produced by the System and delivered to the Delivery Point, (ii) the rates applicable to, and charges incurred by, Purchaser under this Agreement and (iii) the total amount due from Purchaser. The payment will be made through either an electronic check(ACH)or manual check per the instructions of the Seller. c. Taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation,sale, delivery or consumption of electric energy produced by the System or the interconnection of the System to the Utility's electric distribution system;provided,however.Purchaser will not be required to pay or reimburse Seller for any taxes during periods when Seller fails to deliver electric energy to Purchaser for reasons other than Force Majeure or as a result of Purchaser's acts or omissions. For purposes of this Section 4(d), "Taxes" means any federal, state and local occupation, generation, privilege, sales, use, consumption, excise, transaction, and other taxes, regulatory fees, surcharges or other similar charges, but shall not include any income taxes, or similar taxes imposed on Seller's revenues due to the sale of energy under this Agreement or on the improvements which make up the System,which shall be Seller's responsibility. Any property taxes that may be imposed on the System will either be paid directly by Purchaser or reimbursed by Purchaser to Seller. Seller agrees to reasonably cooperate and coordinate with Purchaser for the purposes of causing the Premises to be exempt(or remain exempt through the Term)from property or other related taxes. d. Payment Terms. All amounts due under this Agreement shall be due and payable net thirty(30)days from receipt of invoice,provided the invoice was delivered to Purchaser by the tenth(10'h)day of the month.If the invoice is not received by the tenth(10`h)day of the month,then the invoice will be due thirty(30)days following the tenth(10'h) day of the following month. Any undisputed portion of the invoice amount not paid within the thirty(30)day period(s) shall accrue interest at the annual rate of two and one-half percent(2.5%)over the prime rate,as published in the Wall Street Journal(but not to exceed the maximum rate permitted by law). 5. Environmental Attributes and Environmental Incentives. Unless otherwise specified on Exhibit 1,Seller is the owner of all Environmental Attributes and Environmental Incentives and is entitled to the benefit of all Tax Credits, and Purchaser's purchase of electricity under this Agreement does not include Environmental Attributes, Environmental Incentives or the right to Tax Credits or any other attributes of ownership and operation of the System,all of which shall be retained by Seller. Purchaser shall cooperate with Seller in obtaining, securing and transferring all Environmental Attributes and Environmental Incentives and the benefit of all Tax Credits, including by using the electric energy generated by the System in a manner necessary to qualify for such available Environmental Attributes, Environmental Incentives and Tax Credits. Purchaser shall not be obligated to incur any out—of—pocket costs or expenses in connection with such actions unless reimbursed by Seller. If any Environmental Incentives are paid directly to Purchaser, Purchaser shall immediately pay such amounts over to Seller. "Environmental Attributes" means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled,attributable to the System,the production of electrical energy from the System and its displacement of conventional energy generation, including (a)any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane(CH4),nitrous oxide,hydrofluorocarbons,perfluorocarbons,sulfur hexafluoride and other greenhouse gases(GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;and(c)the reporting rights related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits. Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with federal or state law,if applicable,and to a federal or state agency or any other party,and include Green Tag Reporting Rights accruing under Section 1605(b)of The Energy Policy Act of 1992 and any present or future federal,state,or local law,regulation or bill,and international or foreign emissions trading program. Environmental Attributes do not include Environmental Incentives and Tax Credits. Purchaser and Seller shall file all tax returns in a manner consistent with this Section 5. Without limiting the generality of the foregoing,Environmental Attributes include carbon trading credits,renewable energy credits or certificates, emissions reduction credits,emissions allowances,green tags tradable renewable credits and Green-e®products. "Environmental Incentives" means any and all credits, rebates, subsidies, payments or other incentives that relate to self— generation of electricity, the use of technology incorporated into the System, environmental benefits of using the System,or other similar programs available from the Utility,any other regulated entity,the manufacturer of any part of the System or any Governmental Authority. "Governmental Authority" means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental,judicial, public or statutory instrumentality, authority, body,agency,bureau or entity(including the Federal Energy Regulatory Commission or the Illinois Commerce Commission), or any arbitrator with authority to bind a party at law. "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 and(C), a signed and notarized original copy of the lease agreement suitable for recording,substantially in the form attached hereto as Exhibit 5(the"Lease Agreement"). Seller shall commence construction and installation of the System at a time that is agreed upon by Purchaser. 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 Obligations. 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. c. Non-Standard System Repair and Maintenance. If Seller incurs incremental costs to maintain the System due to reasonably unforeseen conditions at the Facility that Seller could not have discovered by due diligence or due to the inaccuracy of any information provided by Purchaser and relied upon by Seller,the pricing,schedule and other terms of this Agreement will be equitably adjusted to compensate for any work in excess of normally expected work required to be performed by Seller. In such event,the Parties will negotiate such equitable adjustment in good faith. d. Breakdown Notice. Seller shall notify Purchaser as soon as practicable, generally within twenty-four(24) hours, following Seller's discovery of(i)any material malfunction in the operation of the System or(ii)an interruption in the supply of electrical energy from the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller's repair or alteration at all times,twenty-four(24)hours per day, including weekends and holidays. Purchaser shall notify Seller immediately upon the discovery of an emergency condition affecting the System. e. Suspension. Notwithstanding anything to the contrary herein,Seller shall be entitled to suspend delivery of electricity from the System to the Delivery Point for the purpose of maintaining and repairing the System and such suspension of service shall not constitute a breach of this Agreement; provided, that Seller shall use commercially reasonable efforts to minimize any interruption in service to the Purchaser. f. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement, provided however, that such contractors and subcontractors shall be duly licensed and shall provide any work in accordance with applicable industry standards.Notwithstanding the foregoing, Seller shall continue to be responsible for the quality of the work performed by its contractors and subcontractors. g. Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid charges from all contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep the Facility and Premises free and clear of any liens related to such charges, except for those liens which Seller is permitted by law to place on the Facility following non-payment by Purchaser of amounts due under this Agreement. Seller shall indemnify Purchaser for all claims,losses,damages,liabilities and expenses resulting from any liens filed against the Facility or the Premises in connection with such charges;provided,however,that Seller shall have the right to contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either remove such lien from title to the 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. Under no circumstances shall Seller permit or cause any lien or encumbrance to attach to the Facility and/or 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. Pollinator-Friendly Seeding. Within ninety(90)days,or if unable due to weather as soon as reasonably practicable thereafter,of the Commercial Operation Date, Seller shall plant seed for pollinator-friendly plants in and around the System to attract pollinators (e.g.bees, butterflies, and other pollinating insects)to the Premises. The seed shall be approved by the Purchaser within fourteen(14)days of submission to Seller prior to planting,with such approval not to be unreasonably withheld. Seller shall be responsible during the Term for ensuring pollinator-friendly plants are planted and present in the area encompassing the System. j. Fencing. Any fencing or other barriers intended to secure the System shall be approved prior to installation by the Purchaser in accordance with applicable laws and regulations,including but not limited to the Purchaser's zoning and building codes. k. Interconnection Agreement. Seller shall at all times construct,maintain,own,operate,design,install,test, inspect, repair,and/or replace the System and its components(including but not limited to the interconnection equipment)as Purchaser is required to in accordance with the Standard Agreement for Interconnection of Distributed Generation Facilities with a Capacity of Less than or Equal to 10MWA between Purchaser and the local electrical utility in full force and effect(the"Interconnection Agreement"), and Seller shall not agree to any modification or amendment of the terms of such agreement that could reasonably be expected to have a material and adverse effect on this Agreement, the rights of Purchaser hereunder or the consummation of the transactions contemplated hereby. Seller further agrees to comply with all terms and conditions of the Interconnection Agreement for which Seller has control,as would be required by Purchaser thereunder, and to be responsible for and pay all costs and expenses associated with any distributed generation facility,metering and data acquisition equipment,interconnection facilities,or other costs and expenses for which Purchaser would be responsible pursuant to the terms and conditions of the Interconnection Agreement. Seller shall cooperate with and assist Purchaser in obtaining any and all certifications,permits, licenses, and approvals necessary to construct,operate, and maintain the System and for Purchaser to perform its obligations under the Interconnection Agreement. 8. Purchaser's Rights and Obligations. a. License to the Premises; Facility Access Rights. Purchaser grants to Seller and to Seller's agents, employees, contractors and assignees an irrevocable non-exclusive license running with the Premises(the"License")for access to, on, over, under and across 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. The term of the License shall continue until the Lease Agreement described in Section 6.c. becomes effective,provided that if this Agreement terminates prior to the Lease Agreement having become effective, then the term shall continue until completion of Seller's System removal obligation under Section 11 following termination of this Agreement(the"License Term"). During the License Term,Purchaser shall ensure that Seller's rights under the License and Seller's access to the Premises and the Facility are preserved and protected. Purchaser shall not interfere with and shall not permit any third parties to interfere with such rights or access. The grant of the License shall survive termination of this Agreement by either Party. b. OSHA Compliance. Both parties shall ensure that all Occupational Safety and Health Act(OSHA)requirements and other similar applicable safety laws or codes are adhered to in their performance under this Agreement. c. Maintenance of Facility. 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 shall promptly notify Seller of any matters of which it is aware pertaining to any damage to or loss of use of the System or that could reasonably be expected to adversely affect the System. d. No Alteration of Facility. Purchaser shall not make any alterations or repairs to the Facility which could adversely affect the operation and maintenance of the System without Seller's prior written consent. If Purchaser wishes to make such alterations or repairs that could adversely affect the operation and maintenance of the System,Purchaser shall give prior written notice to Seller, setting forth the work to be undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System,but,notwithstanding any such advice,Purchaser shall be responsible for all damage to the System caused by Purchaser or its contractors. To the extent that temporary disconnection or removal of the System is necessary to perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser's alterations and repairs, shall be done by Seller or its contractors at Purchaser's cost. Except for a Force Majeure Event and a Temporary Disconnection(as defined below), in the event any disconnection resulting from alterations or repairs to the Facility that affect the operation and maintenance of System exceeds ten(10)days,Purchaser shall pay Seller an amount equal to the sum of(i)payments that Purchaser would have made to Seller hereunder for electric energy that would have been produced by the System during such disconnection or removal; (ii)revenues that Seller would have received but did not receive,with respect to the System under the any rebate program and any other assistance program with respect to electric energy that would have been produced during such disconnection or removal; (iii)revenues from Environmental Attributes and Environmental Incentives that Seller would have received but did not receive with respect to electric energy that would have been produced by the System during such disconnection or removal;and(iv)Tax Credits that Seller(or,if Seller is a pass-through entity for tax purposes, Seller's owners)would have received but did not with respect to electric energy that would have been produced by the System during such disconnection or removal. Determination of the amount of energy that would have been produced during any disconnection or removal shall be in accordance with the procedures in Section 10(b). All of Purchaser's alterations and repairs will be done in a good and workmanlike manner and in compliance with all applicable laws,codes and permits. e. Outages. Purchaser shall be permitted to be off line for a total of twenty-four(24)daylight hours(each,a"Scheduled Outage")per calendar year during the Term,during which hours Purchaser shall not be obligated to accept or pay for electricity from the System; provided,however,that Purchaser must notify Seller in writing of each such Scheduled Outage at least forty-eight(48) hours in advance of the commencement of a Scheduled Outage. In the event that Scheduled Outages exceed a total of twenty-four (24) daylight hours per calendar year or there are unscheduled outages,in each case for a reason other than a Force Majeure event or Temporary Disconnection(as defined below), Purchaser shall pay Seller an amount equal to the sum of(i) payments that Purchaser would have made to Seller hereunder for electric energy that would have been produced by the System during the outage;(ii)revenues that Seller would have received with respect to the System under any rebate program and any other assistance program with respect to electric energy that would have been produced during the outage; (iii) revenues from Environmental Attributes and Environmental Incentives that Seller would have received with respect to electric energy that would have been produced by the System during the outage; and(iv)Tax Credits that Seller(or, if Seller is a pass-through entity for tax purposes, Seller's owners) would have received with respect to electric energy that would have been produced by the System during the outage. Determination of the amount of energy that would have been produced during the removal or disconnection shall be in accordance with the procedures in Section 10(b). f. Liens. Purchaser shall not directly or indirectly cause, create, incur,assume or allow to exist any mortgage,pledge, lien,charge,security interest,encumbrance or other claim of any nature on or with respect to the System or any interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage, pledge, lien, charge,security interest,encumbrance or other claim,shall promptly cause the same to be discharged and released of record without cost to Seller,and shall indemnify Seller against all costs and expenses(including reasonable attorneys' fees)incurred in discharging and releasing any such mortgage,pledge,lien,charge,security interest,encumbrance or other claim. Notwithstanding anything else herein to the contrary, pursuant to Section 19.a,Seller may grant a lien on the System and may assign,mortgage,pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party. g. Security. Purchaser shall be responsible for using commercially reasonable efforts to maintain the physical security and the System against known risks and risks that should have been known by Purchaser. Purchaser will not conduct activities on,in or about the Premises or the Facility that have a reasonable likelihood of causing damage,impairment or otherwise adversely affecting the System.Notwithstanding the foregoing,the Parties acknowledge that Purchaser shall not have the obligation to regularly monitor the System by video,audio,or in-person nor any obligation to install a fence or other barrier to protect the System. h. Insolation. Purchaser understands that unobstructed access to sunlight ("Insolation") is essential to Seller's performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and,where possible,shall not in any way permit any interference with the System's Insolation. If Purchaser becomes aware of any activity or condition that could diminish the Insolation of the System,Purchaser shall notify Seller immediately and shall cooperate with Seller in preserving the System's existing Insolation levels. The Parties agree that reducing Insolation would irreparably injure Seller,that such injury may not be adequately compensated by an award of money damages,and that Seller is entitled to seek specific enforcement of this Section 8(h)against Purchaser,if said reduction of Insolation of the System is the direct fault of Purchaser or Purchaser's officials,representatives or agents. Data Line. Purchaser shall provide Seller a high speed internet data line during the Term solely to enable Seller to remotely monitor the System via camera. Any other data transmission needs of the System shall be the sole responsibility of the Purchaser. j. Spare Parts Storage. Purchaser shall not be responsible for providing spare parts storage. Seller shall construct or purchase a shed or similar facility to place on the Premises that is large enough to hold up to 1 pallet of solar panels and up to 2 inverters in box. It is expected that the covered storage space will be less than 6 feet by 10 feet(60 square feet)and will be able to be secured by lock or other suitable means of security and be readily accessible by Seller's representatives. k. Breakdown Notice. Purchaser shall notify Seller as soon as practicable,which is generally within twenty-four(24) hours following the discovery by it of(i) any material malfunction in the operation of the System; or (ii) any occurrences that could reasonably be expected to adversely affect the System. Purchaser shall notify Seller immediately upon (i) an interruption in the supply of electrical energy from the System; or(ii)the discovery of an emergency condition respecting the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller's repair or alteration at all times,twenty-four(24)hours per day,including weekends and holidays. Interconnection Agreement.Purchaser shall at all times maintain the Interconnection Agreement(as defined above) in full force and effect, and shall not agree to any modification or amendment of the terms of such agreement that could reasonably be expected to have a material and adverse effect on this Agreement,the rights of Seller hereunder or the consummation of the transactions contemplated hereby. m. Temporary Disconnection._In the event of a Temporary Disconnection (as set forth in Section 3.4 of the Interconnection Agreement), which also interrupts electricity service from the System to the Facility, then the interruption shall be treated as a Scheduled Outage under Section 8.e.and,by way of clarity,not counted for purposes of the daylight hour limitation,during the time of said Temporary Disconnection by Ameren Illinois Company or such other applicable utility. 9. Change in Law. "Change in Law"means: (i)the enactment, adoption, promulgation, modification or repeal after the Effective Date of any applicable law or regulation;(ii)the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date of this Agreement(notwithstanding the general requirements contained in any applicable Permit at the time of application or issue to comply with future laws,ordinances,codes,rules,regulations or similar legislation),or (iii)a change in any utility rate schedule or tariff approved by any Governmental Authority which in the case of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or maintaining the System,or other performance of the Seller's obligations hereunder and which has a material adverse effect on the cost to Seller of performing such obligations; provided, that a change in federal, state, county or any other tax law after the Effective Date of this Agreement shall not be a Change in Law pursuant to this Agreement. If any Change in Law occurs that has a material adverse effect on the cost to Seller of performing its obligations under this Agreement,then the Parties shall,within thirty(30)days following receipt by Purchaser from Seller of notice of such Change in Law,meet and attempt in good faith to negotiate amendments to this Agreement as are reasonably necessary to preserve the economic value of this Agreement to both Parties. If the Parties are unable to agree upon such amendments within such thirty (30)day period,then Seller shall have the right to terminate this Agreement without further liability to the other Party except with respect to payment of amounts accrued prior to termination. 10. Relocation of System. a. System Relocation. If Purchaser ceases to conduct business operations at the Facility,or otherwise vacates the Facility prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable substitute premises located within the same utility district as the terminated System or in a location with similar utility rates and Insolation. Purchaser shall provide written notice at least sixty (60) days but not more than one hundred eighty (180) days prior to the date that it wants to make this substitution. In connection with such substitution, Purchaser shall execute an amended agreement that shall have all of the same terms as this Agreement except for the (i)Effective Date;(ii)License,which will be amended to grant rights in the real property where the System relocated to; and (iii) Term, which will be equal to the remainder of the Term of this Agreement calculated starting at the shutdown of the System pursuant to such relocation, and shall toll until the relocated System achieves commercial operation of such new location. Such amended agreement shall be deemed to be a continuation of this Agreement without termination. In addition,Purchaser shall be obligated to provide a new executed and notarized lease agreement covering the substitute premises in form and content substantially similar to the Lease Agreement. Purchaser shall also provide any new consents,estoppels,or acknowledgments reasonably required by Financing Parties in connection with the substitute premises. b. Costs of Relocation. Purchaser shall pay all costs associated with relocation of the System, including all costs and expenses incurred by or on behalf of Seller in connection with removal of the System from the Facility and installation and testing of the System at the substitute facility and all applicable interconnection fees and expenses at the substitute facility,as well as costs of new title search and other out-of-pocket expenses connected to preserving and refiling the security interests of Seller's Financing Parties in the System. In addition,Purchaser shall pay Seller an amount equal to the sum of(i)payments that Purchaser would have made to Seller hereunder for electric energy that would have been produced by the System during the relocation;(ii)revenues that Seller would have received with respect to the System under the any rebate program and any other assistance program with respect to electric energy that would have been produced during the relocation; ; (iii) revenues from Environmental Attributes and Environmental Incentives that Seller would have received with respect to electric energy that would have been produced by the System during the relocation;and(iv)Tax Credits that Seller(or,if Seller is a pass-through entity for tax purposes,Seller's owners) would have received with respect to electric energy that would have been produced by the System during the relocation. Determination of the amount of energy that would have been produced during the relocation shall be based,during the first Contract Year,on the estimated levels of production and,after the first Contract Year,based on actual operation of the System in the same period in the previous Contract Year,unless Seller and Purchaser mutually agree to an alternative methodology. "Contract Year"means the twelve month period beginning at 12:00 AM on the Commercial Operation Date or on any anniversary of the Commercial Operation Date and ending at 11:59 PM on the day immediately preceding the next anniversary of the Commercial Operation Date,provided that the first Contract Year shall begin on the Commercial Operation Date. c. Adjustment for Insolation; Termination. Seller shall remove the System from the vacated Facility prior to the termination of Purchaser's ownership, lease or other rights to use such Facility. Seller will restore the Facility and Premises to its condition existing on the date of this Agreement,normal wear and tear excepted,including the removal of System mounting pads or other support structures. If the substitute facility has inferior Insolation as compared to the original Facility,Seller shall have the right to make an adjustment to Exhibit 1 such that Purchaser's payments to Seller are the same as if the System were located at the original Facility, increased to the extent necessary to compensate Seller for reduced revenues from Environmental Attributes, Environmental Attributes and reduced Tax Credits that Seller(or, if Seller is a pass-through entity for tax purposes, Seller's owners) receive as a result of the relocation. If Purchaser is unable to provide such substitute facility and to relocate the System as provided,any early termination will be treated as a default by Purchaser. 11. Removal of System at Expiration. Upon the expiration or earlier termination of this Agreement(provided Purchaser does not exercise its purchase option),Seller shall,at its expense,remove all of its tangible property comprising the System from the Facility on a mutually convenient date, but in no event later than one hundred eighty(180)days after the expiration of the Term or earlier termination(whichever is sooner). Excluding ordinary wear and tear and casualty, the portion of the Premises where the System is located shall be returned to its original condition including the removal of System mounting pads or other support structures. In no case shall Seller's removal of the System affect the integrity of Purchaser's roof,which shall be as leak proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Seller shall leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by such agreed upon date,Purchaser shall have the right, at its option,to remove the System and restore the Facility to its original condition (other than ordinary wear and tear)at Seller's cost.Purchaser shall provide sufficient space for the temporary storage and staging of tools,materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal,provided the System removal does not unreasonably interfere with the Purchaser's use of its Facility. 12. Measurement. Seller shall install one or more meter(s),as Seller deems appropriate, at or immediately before the Delivery Point to measure the output of the System. Such meter shall meet the general commercial standards of the solar photovoltaic industry or the required standard of the Utility. Seller shall maintain the meter(s)in accordance with industry standards. 13. Default,Remedies and Damages. a. Default. Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below shall be deemed to be the"Defaulting Party",the other Party shall be deemed to be the"Non-Defaulting Party",and each event of default shall be a"Default Event": i. failure of a Party to pay any amount due and payable under this Agreement, other than an amount that is subject to a good faith dispute, within ten (10) days following receipt of written notice from the Non- Defaulting Party of such failure to pay("Payment Default"); ii. failure of a Party to substantially perform any other material obligation under this Agreement within thirty (30)days following receipt of written notice from the Non-Defaulting Party demanding such cure;provided, that such thirty(30)day cure period shall be extended(but not beyond ninety(90)days)if and to the extent reasonably necessary to cure the Default Event, if(A) the Defaulting Party initiates such cure within the thirty(30)day period and continues such cure to completion and (B)there is no material adverse effect on the Non-Defaulting Party resulting from the failure to cure the Default Event; iii. if any representation or warranty of a Party proves at any time to have been incorrect in any material respect when made and is material to the transactions contemplated hereby,if the effect of such incorrectness is not cured within thirty(30)days following receipt of written notice from the Non-Defaulting Party demanding such cure; iv. Purchaser loses its rights to occupy and enjoy the Premises or any individual property that constitutes part of the Premises; v. a Party becomes insolvent or is a party to a bankruptcy,reorganization,insolvency,liquidation,receivership, dissolution,winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect, and,if any such bankruptcy or other proceedings were initiated by a third party, if such proceedings have not been dismissed within sixty(60)days following receipt of a written notice from the Non-Defaulting Party demanding such cure;or vi. Purchaser prevents Seller from installing the System or otherwise failing to perform in a way that prevents the delivery of electric energy from the System. Such Default Event shall not excuse Purchaser's obligations to make payments that otherwise would have been due under this Agreement. b. Remedies. Remedies for Payment Default. If a Payment Default occurs, the Non-Defaulting Party may suspend performance of its obligations under this Agreement. Further,the Non-Defaulting Party may(A)at any time during the continuation of the Default Event,terminate this Agreement upon ten(10)days prior written notice to the Defaulting Party, and(B)pursue any remedy under this Agreement, at law or in equity, including an action for damages. ii. Remedies for Other Defaults. On the occurrence of a Default Event other than a Payment Default,the Non- Defaulting Party may(A)at any time during the continuation of the Default Event,terminate this Agreement or suspend its performance of its obligations under this Agreement,upon thirty(30)days prior written notice to the Defaulting Party, and(B)pursue any remedy under this Agreement,at law or in equity, including an action for damages. Nothing herein shall limit either Party's right to collect damages upon the occurrence of a breach or a default by the other Party that does not become a Default Event iii. Damages Upon Termination by Default. Upon a termination of this Agreement by the Non-Defaulting Party as a result of a Default Event by the Defaulting Party,the Defaulting Party shall pay a Termination Payment to the Non-Defaulting Party determined as follows(the"Termination Payment"): A. Purchaser. If Purchaser is the Defaulting Party and Seller terminates this Agreement,the Termination Payment to Seller shall be equal to the sum of(1)reasonable compensation, on a net after tax basis assuming a tax rate of thirty five percent(35%), for the loss or recapture of(a)the investment tax credit equal to thirty percent(30%)of the System value; (b) MACRS accelerated depreciation equal to eighty five percent (85%) of the System value, (c) loss of any Environmental Attributes or Environmental Incentives that accrued or were otherwise assigned to Seller pursuant to the terms of this Agreement(Seller shall furnish Purchaser with a detailed calculation of such compensation if such a claim is made), (d)other financing and associated costs not included in(a),(b)and(c),(2)the net present value (using a discount rate of 8%) of the projected payments over the Term post- termination,had the Term remained effective for the full Initial Term,(3)removal costs as provided in Section 13(b)(iii)(C) and (4) any and all other amounts previously accrued under this Agreement and then owed by Purchaser to Seller. B. Seller. If Seller is the Defaulting Party and Purchaser terminates this Agreement, the Termination Payment to Purchaser shall be equal to the sum of(1)the net present value (using a discount rate of 8%) of the excess, if any, of the reasonably expected cost of electric energy from the Utility over the Contract Price for the reasonably expected production of the System for the remainder of the Initial Term or the then current Additional Term, as applicable; (2) all costs reasonably incurred by Purchaser in re- converting its electric supply to service from the Utility;(3)any removal costs incurred by Purchaser,and(4)any and all other amounts previously accrued under this 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 13(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. Purchaser's Representations,Warranties and Covenants. 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. Both parties agree that 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.In the event the License is found invalid for any reason,the parties agree to use good faith efforts to negotiate a short-term lease,for up to two years, to substantially accomplish the intent of the parties as it applies to the License; provided, however,that if Seller is unable,using reasonable commercial efforts,to complete its rights and obligations within the short-term lease term,then the parties shall enter into either an extension or additional short-term leases,up to two years each,for such completion. 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 to be best of Purchaser's knowledge. iv. Purchaser Status. Purchaser is not a public electric utility or a public electric utility holding company and is not subject to regulation as a public utility or a public electric utility holding company. v. Hazardous Substances. To the best of Purchaser's knowledge, there are no Hazardous Substances at, on, above,below or near the Premises. vi. Electric Usage. All of the electricity generated from the solar energy system will be consumed by the Facility for general heating/cooling/lighting and other normal large commercial/industrial building electricity uses. 15. System and Facility Damage and Insurance. a. System and Facility Damage. i. Seller's Obligations. If the System is damaged or destroyed other than by Purchaser's gross negligence or willful misconduct,Seller shall promptly repair and restore the System to its pre-existing condition;provided, however,that if more than fifty percent(50%)of the System is destroyed during the last five(5)years of the Initial Term or during any Additional Term,Seller shall not be required to restore the System,but may instead terminate this Agreement, unless Purchaser agrees(A)to pay for the cost of such restoration of the System or(B)to purchase the System"AS-IS"at the greater of(1)the Fair Market Value of the System and(2)the sum of the amounts described in Section 13.b.iii.A(1)and Section 13.b.iii.A(3) If the System is damaged or destroyed other than by Purchaser's gross negligence or willful misconduct during the last five(5)years of the Initial Term or during any Additional Term,Seller shall not be required to restore any System but instead may terminate this Agreement in its entirety unless Purchaser agrees to either(A)or(B)above. ii. Purchaser's Obligations. If the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Seller's gross negligence or willful misconduct,such that the operation of the System and/or Purchaser's ability to accept the electric energy produced by the System are materially impaired or prevented, Purchaser shall promptly repair and restore the Facility to its pre-existing condition; provided, however,that if more than 50%of the Facility is destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser may elect either (A) to restore the Facility or (B) to pay the Termination Payment and all other costs previously accrued pertaining to such affected Facility but unpaid under this Agreement and thereupon terminate this Agreement. b. Insurance Coverage. At all times during the Term,Seller and Purchaser shall maintain the following insurance: i. Seller's Insurance. Seller shall maintain (A) property insurance on the System for the replacement cost thereof,(B)commercial general liability insurance with coverage of at least$1,000,000 per occurrence and $2,000,000 annual aggregate,(C)employer's liability insurance with coverage of at least$1,000,000 and(iv) workers' compensation insurance as required by law. ii. Purchaser's Insurance.Purchaser shall maintain commercial general liability insurance with coverage of at least one million dollars($1,000,000)per occurrence and two million dollars($2,000,000)annual aggregate. c. Policy Provisions.All insurance policies provided hereunder shall(i)contain a provision whereby the insurer agrees to give the party not providing the insurance (A) not less than ten (10) days written notice before the insurance is cancelled,or terminated as a result of non-payment of premiums,or(B)not less than thirty(30)days written notice before the insurance is otherwise cancelled or terminated,(ii)be written on an occurrence basis,and(iii)be maintained with companies either rated no less than A-VII as to Policy Holder's Rating in the current edition of A.M. Best's Insurance Guide or otherwise reasonably acceptable to the other party. d. Certificates. Upon the other Party's request each Party shall deliver the other Party certificates of insurance evidencing the above required coverage. A Party's receipt,review or acceptance of such certificate shall in no way limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. e. Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement,each Party shall be responsible for the payment of its own deductibles. 16. Ownership;Option to Purchase. a. Ownership of System. Throughout the Term(except as otherwise permitted in Section 19),Seller shall be the legal and beneficial owner of the System at all times,including all Environmental Attributes(unless otherwise specified on Exhibit 1),and the System shall remain the personal property of Seller and shall not attach to or be deemed a part of, or fixture to,the Facility or the Premises. Each of the Seller and Purchaser agree that the Seller(or the designated assignee of Seller permitted under Section 19)is the tax owner of the System and all tax filings and reports will be filed in a manner consistent with this Agreement. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. Purchaser covenants that it will use commercially reasonable efforts to place all parties having an interest in or a mortgage,pledge,lien,charge,security interest,encumbrance or other claim of any nature on the Premises on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Premises which could reasonably be construed as prospectively attaching to the System as a fixture of the Premises, Purchaser shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Premises, Purchaser consents to the filing of a disclaimer of the System as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction where the Facility is located. If Purchaser is not the fee owner, Purchaser will obtain such consent from such owner. Upon request, Purchaser agrees to deliver to Seller a non- disturbance agreement in a form reasonably acceptable to Seller from the owner of the Facility(if the Facility is leased by Purchaser),any mortgagee with a lien on the Premises,and other Persons holding a similar interest in the Premises. To the extent that Purchaser does not own the Premises or Facility,Purchaser shall provide to Seller immediate written notice of receipt of notice of eviction from the Premises or Facility or termination of Purchaser's lease of the Premises and/or Facility. b. Option to Purchase. At the end of the 10th, 15th,20th and 25th Contract Years,and at the end of the Initial Term and each Additional Term,so long as Purchaser is not in default under this Agreement,Purchaser may purchase the System from Seller on any such date for a purchase price equal to the Fair Market Value of the System.Purchaser must provide a notification to Seller of its intent to purchase at least ninety(90)days and not more than one hundred eighty(180) days prior to the end of the applicable Contract Year or the Initial Term or Additional Term, as applicable, and the purchase shall be complete prior to the end of the applicable Contract Year or the Initial Term or Additional Term,as applicable. Any such purchase shall be on an as-is,where-is basis,and Seller shall not provide any warranty or other guarantee regarding the performance of the System, provided, however, that Seller shall assign to Purchaser any manufacturers warranties that are in effect as of the purchase,and which are assignable pursuant to their terms. If the Contract Year 10 purchase option is exercised, Purchaser must take assignment of the Environmental Attributes contract on an as-is,where-is basis and replace any security required in the Environmental Attributes contract. c. Determination of Fair Market Value."Fair Market Value"means,in Seller's reasonable determination,the greater of: (i) the amount that would be paid in an arm's length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer,neither of whom is under compulsion to complete the transaction,taking into account,among other things,the age,condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis,shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation,and (ii)the present value(using a discount rate of eight percent 8%)of all associated future income streams expected to be received by Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity,Environmental Attributes,and Tax Credits and factoring in future costs and expenses associated with the System avoided. Seller shall determine Fair Market Value within thirty(30)days after Purchaser has exercised its option to Purchase the System. Seller shall give written notice to Purchaser of such determination,along with a full explanation of the calculation of Fair Market Value,including without limitation,an explanation of all assumptions,figures and values used in such calculation and factual support for such assumptions, figures and values.If Purchaser reasonably objects to Seller's determination of Fair Market Value within thirty(30) days after Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein,and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System,Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System,and Seller shall have no further liabilities or obligations hereunder. 17. Indemnification and Limitations of Liability. a. General. Each Party(the"Indemnifying Party")shall defend,indemnify and hold harmless the other Party and the directors, officers, shareholders, partners, members, agents and employees of such other Party, and the respective affiliates of each thereof(collectively, the "Indemnified Parties"), from and against all loss, damage, expense, liability and other claims, including court costs and reasonable attorneys' fees (collectively, "Liabilities")resulting from any third party actions relating to the breach of any representation or warranty set forth in Section 14 and from injury to or death of persons,and damage to or loss of property to the extent caused by or arising out of the negligent acts or omissions of,or the willful misconduct of,the Indemnifying Party(or its contractors,agents or employees)in connection with this Agreement; provided, however, that nothing herein shall require the Indemnifying Party to indemnify the Indemnified Party for any Liabilities to the extent caused by or arising out of the negligent acts or omissions of, or the willful misconduct of, the Indemnified Party. This Section 17(a) however, shall not apply to liability arising from any form of hazardous substances or other environmental contamination, such matters being addressed exclusively by Section 17(c). b. Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any Liability asserted by a third party (a "Claim"), as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim,at its sole cost and expense,with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may,however,select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys' fees incurred by such separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this Section 17(b) unless it has obtained the prior written consent of the other Party,which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 17(b) for any Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party. c. Environmental Indemnification. Seller shall not introduce, deposit, store, or otherwise cause to be present any Hazardous Substance upon the Premises, Property, or Facility; provided, however, that Seller shall have no responsibility with respect to Hazardous Substances existing as of the date of this Agreement. Seller shall indemnify, defend and hold harmless all of Purchaser's Indemnified Parties from and against all Liabilities arising out of or relating to the existence at,on,above,below or near the Premises,Property,or Facility,of any Hazardous Substance (as defined in Section 17(c)(i))to the extent deposited,spilled or otherwise caused by Seller or any of its contractors or agents. For purposes of clarification, Seller's duty of indemnification shall not apply with respect to Hazardous Substances existing as of the date of this Agreement. Purchaser shall indemnify, defend and hold harmless all of Seller's Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Premises of any Hazardous Substance,except to the extent deposited,spilled or otherwise caused by Seller or any of its contractors or agents. Seller shall promptly notify the Purchaser if it becomes aware of any Hazardous Substance on or about the Premises, Property, or Facility, or the Premises/Property/Facility generally or any deposit, spill or release of any Hazardous Substance on the Premises, Property, or Facility. Purchaser shall promptly notify Seller if it becomes aware of any Hazardous Substance on or about the Premises, or the Premises generally,or any deposit,spill or release of any Hazardous Substance on the Premises. i. "Hazardous Substance"means any chemical,waste or other substance(A)which now or hereafter becomes defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "pollution," "pollutants," "regulated substances," or words of similar import under any laws pertaining to the environment, health, safety or welfare, (B) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (C)exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (D) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority,or(E)for which remediation or cleanup is required by any Governmental Authority. d. Limitations on Liability. i. No Consequential Damages. Except with respect to indemnification for third party claims pursuant to this Section 17 and damages that result from the willful misconduct of a Party, neither Party nor its directors, officers, shareholders, partners,members, agents and employees subcontractors or suppliers shall be liable for any indirect,special,incidental,exemplary,or consequential loss or damage of any nature arising out of their performance or non-performance hereunder even if advised of such. The Parties agree that(1)in the event that Seller is required to recapture any Tax Credits or other tax benefits as a result of a breach of this Agreement by Purchaser, such recaptured amount shall be deemed to be direct and not indirect or consequential damages, and(ii) in the event that Seller is retaining the Environmental Attributes produced by the System,and a breach of this Agreement by Purchaser causes Seller to lose the benefit of sales of such Environmental Attributes to third parties, the amount of such lost sales shall be direct and not indirect or consequential damages. ii. Actual Damages. Except with respect to indemnification for third party claims pursuant to Section 17 and damages that result from the willful misconduct of an indemnifying party,Seller's aggregate liability under this Agreement arising out of or in connection with the performance or non-performance of this Agreement shall not exceed the total payments made(or, as applicable, projected to be made) by Purchaser under this Agreement. The provisions of this Section (17)(d)(ii) shall apply whether such liability arises in contract, tort(including negligence),strict liability or otherwise. 18. Force Majeure. a. "Force Majeure" means any event or circumstances beyond the reasonable control of and without the fault or negligence of the Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of electricity due to: an act of god; war(declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike,work stoppage,slow-down,or lock-out;explosion;fire;earthquake;abnormal weather condition or actions of the elements;hurricane;flood; lightning;wind;drought;the binding order of any Governmental Authority(provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any Governmental Authority(provided that such action has been timely requested and diligently pursued);unavailability of electricity from the utility grid,equipment,supplies or products(but not to the extent that any such availability of any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable diligence);and failure of equipment not utilized by or under the control of the Party claiming Force Majeure. b. Except as otherwise expressly provided to the contrary in this Agreement,if either Party is rendered wholly or partly unable to timely perform its obligations under this Agreement because of a Force Majeure event,that Party shall be excused from the performance affected by the Force Majeure event(but only to the extent so affected)and the time for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party affected by such Force Majeure event,as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure event,gives the other Party prompt oral notice,followed by a written notice reasonably describing the event;(ii)the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required by the Force Majeure event;and(iii)the Party affected by such Force Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure event. c. Notwithstanding anything herein to the contrary,the obligation to make any payment due under this Agreement shall not be excused by a Force Majeure event that solely impacts Purchaser's ability to make payment. d. If a Force Majeure event continues for a period of one hundred eighty(180)days or more within a twelve(12)month period and prevents a material part of the performance by a Party hereunder,then at any time during the continuation of the Force Majeure event,the Party not claiming the Force Majeure shall have the right to terminate this Agreement without fault or further liability to the other Party(except for amounts accrued but unpaid). 19. Assignment and Financing. a. Assignment. This Agreement may not be assigned in whole or in part by Purchaser without the prior written consent of Seller,which consent shall not be unreasonably withheld or delayed. Seller may,without the prior written consent of Purchaser, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any person purchasing or a Financing Party,(ii)directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Seller,(iii)assign this Agreement and the System to any entity through which Seller is obtaining financing or capital for the System and(iv)assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Seller(provided that Seller shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Seller's obligations hereunder by the assignee and proof of such assignment and assumption being provided in writing to Purchaser). In the event of any such assignment and assumption of obligations by the assignee,the Seller shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Seller's right and/or obligations under this Agreement, shall not result in any change to Purchaser's rights and obligations under this Agreement. Purchaser's consent to any other assignment shall not be unreasonably withheld if Purchaser has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement; (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement;and(z)the corporate authorities of the City of Canton have approved a new lease agreement pursuant to Illinois law and naming the assignee as the new tenant on substantially the same terms and conditions as the lease agreement attached hereto. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. b. Financing. The Parties acknowledge that Seller may obtain construction and long-term financing or other credit support from one or more Financing Parties. "Financing Parties"means person or persons purchasing the System or providing construction or permanent financing to Seller in connection with construction, ownership, operation and maintenance of the System, or if applicable, means, if applicable, any person to whom Seller has transferred the ownership interest in the System,subject to a leaseback of the System from such person.Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided,that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 19(a)(i)-(iv),Purchaser agrees to execute any consent,estoppel or acknowledgement in form and substance reasonably acceptable to such Financing Parties. c. Successor Servicing. The Parties further acknowledge that in connection with any construction or long term financing or other credit support provided to Seller or its affiliates by Financing Parties,that such Financing Parties may require that Seller or its affiliates appoint a third party to act as backup or successor provider of operation and maintenance services with respect to the System and/or administrative services with respect to this Agreement(the"Successor Provider"). Purchaser agrees to accept performance from any Successor Provider so appointed so long as such Successor Provider performs in accordance with the terms of this Agreement. d. Liens/Encumbrances. Seller acknowledges and agrees that the Premises, Property. and Facility are not permitted under Illinois law to be encumbered with any mortgages.Seller shall not cause or permit any security interest,lien,or other encumbrance to attach to the Premises,Property,or the Facility at any time. 20. Confidentiality and Publicity. a. Confidentiality. To the extent permitted by Applicable Law,which shall include the Freedom of Information Act(5 ILCS 140/1 et seg.)and Open Meetings Act(5 ILCS 120/1 et seq.),if either Party provides confidential information, including business plans,strategies,financial information,proprietary,patented,licensed,copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Purchaser's business ("Confidential Information") to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other,the receiving Party shall(a)protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement,including but not limited to obtaining financing for the System. Notwithstanding the above,a Party may provide such Confidential Information to its, officers, elected/appointed officials, attorneys, directors, members, managers, employees, agents, contractors and consultants (collectively, "Representatives"), and affiliates, lenders, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information).Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable(with respect to the other Party)for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 20(a),except as set forth in Section 20(b)or except to the extent required to be disclosed under the Illinois Freedom of Information Act(5 ILCS 140/)All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party's need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 20(a)by the receiving Party or its Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach of the provision of this Section 20(a). To the fullest extent permitted by applicable law,such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 20(a),but shall be in addition to all other remedies available at law or in equity. In the event a Party is served with a judicial or administrative order(which shall include any subpoena issued by a court or an administrative agency)or receives a request pursuant to the Freedom of Information Act(5 ILCS 140/1 et seq.), that Party shall promptly provide the other Party with a copy of said order or request, however,nothing herein shall be deemed to bar either Party from providing the information requested by such order or request within the time provided in the order or by applicable law, unless an order is issued by a court or an administrative agency which quashes the order or request to produce the requested information. b. Permitted Disclosures. Notwithstanding any other provision in this Agreement, neither Party shall be required to hold confidential any information that(i) becomes publicly available other than through the receiving Party, (ii) is required to be disclosed to a Governmental Authority under applicable law or pursuant to a validly issued subpoena (but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such requirement to the extent permitted by applicable law), (iii) is independently developed by the receiving Party; (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality; (v) is discussed,disclosed,or voted upon during an open meeting of the Canton City Council;(vi)necessary for determining the assessment or levying of real estate taxes, including but not limited to the application for or maintaining of any tax-exempt status; or is (vii) kept, recorded or published by the City in regards to any official city records (e.g. ordinances or resolutions). If disclosure of information is required by a Governmental Authority,the disclosing Party shall, to the extent permitted by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum extent permitted by law. 21. Goodwill and Publicity. Neither Party shall use any name,trade name, service mark or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party. The Parties shall use reasonable efforts to coordinate and cooperate with each other when making public statements and announcements related to the execution and existence of this Agreement. 22. Miscellaneous Provisions a. Choice of Law. The law of the State of Illinois shall govern this Agreement without giving effect to conflict of laws principles. b. Forum and Attorneys'Fees. Any lawsuit arising from or relating to this Agreement shall be brought and adjudicated in the Ninth Judicial Circuit of Illinois,Fulton County,which shall be the sole and exclusive jurisdiction and venue for any such disputes.The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys' fees and costs. c. Notices. All notices under this Agreement shall be in writing and shall be by personal delivery,facsimile transmission, electronic mail, overnight courier, or regular, certified, or registered mail, return receipt requested, and deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. Notices shall be sent to the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either party may specify in writing. Each party shall deem a document faxed, emailed or electronically sent in PDF form to it as an original document. d. Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section 4 (Representations and Warranties), Section 7(h) (No Warranty), Section 15(b) (Insurance Coverage), Section 17 (Indemnification and Limits of Liability), Section 20(Confidentiality and Publicity), Section 22(a)(Choice of Law), Section 22(b)(Arbitration and Attorneys' Fees), Section 22(c)(Notices), Section 22(g)(Comparative Negligence), Section 22(h)(Non-Dedication of Facilities),Section 22(j)(Service Contract),Section 22(k)(No Partnership) Section 22(1) (Full Agreement, Modification, Invalidity, Counterparts, Captions) and Section 22(n) (No Third Party Beneficiaries). e. Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement,to give full effect to this Agreement and to carry out the intent of this Agreement. f. Right of Waiver. Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time(other than with respect to and/or relating to the obligation to make any payment due under this Agreement);provided,however that neither Party shall be deemed to have waived,deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. No waiver will be implied by any usage of trade,course of dealing or course of performance.A Party's exercise of any rights hereunder shall apply only to such requirements and on such occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a waiver. No exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise,or any partial exercise of,its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and shall not, unless otherwise expressly stated in writing,constitute a continuous waiver or a waiver of future performance. g. Comparative Negligence. It is the intent of the Parties that where negligence is determined to have been joint, contributory or concurrent,each Party shall bear the proportionate cost of any Liability. h. Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the other Party,or other Party's facilities or equipment,to the jurisdiction of any Governmental Authority as a public utility or similar entity. Neither Party shall assert in any proceeding before a court or regulatory body that the other Party is a public utility by virtue of such other Party's performance under this agreement. If Seller is reasonably likely to become subject to regulation as a public utility,then the Parties shall use all reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring that Seller does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring,Seller shall have the right to terminate this Agreement without further liability, and Seller shall remove the System in accordance with Section 11 of this Agreement. Estoppel. Either Party hereto,without charge,at any time and from time to time,within ten(10)business days after receipt of a written request by the other party hereto,shall deliver a written instrument, duly executed, certifying to such requesting party,or any other person specified by such requesting Party: (i)that this Agreement is unmodified and in full force and effect,or if there has been any modification,that the same is in full force and effect as so modified, and identifying any such modification; (ii)whether or not to the knowledge of any such party there are then existing any offsets or defenses in favor of such party against enforcement of any of the terms, covenants and conditions of this Agreement and,if so,specifying the same and also whether or not to the knowledge of such party the other party has observed and performed all of the terms,covenants and conditions on its part to be observed and performed,and if not,specifying the same;and(iii)such other information as may be reasonably requested by the requesting Party. Any written instrument given hereunder may be relied upon by the recipient of such instrument,except to the extent the recipient has actual knowledge of facts contained in the certificate. j. Service Contract. The Parties intend this Agreement to be a "service contract" within the meaning of Section 7701(e)(3)of the Internal Revenue Code of 1986. Purchaser will not take the position on any tax return or in any other filings suggesting that it is anything other than a purchase of electricity from the System. k. No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership,trust, joint venture,fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party,and neither shall be considered the agent of the other. Full Agreement,Modification,Invalidity,Counterparts,Captions. This Agreement,together with any Exhibits, completely and exclusively states the agreement of the Parties regarding its subject matter and supersedes all prior proposals,agreements,or other communications between the Parties,oral or written,regarding its subject matter. This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid,such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event,such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. m. Forward Contract. The transaction contemplated under this Agreement constitutes a"forward contract"within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a "forward contract merchant"within the meaning of the United States Bankruptcy Code. n. No Third Party Beneficiaries. Except for assignees, Financing Parties, and Successor Providers permitted under Section 19,this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of,or obligations to,any other Person. End of Exhibit 4 Exhibit 5 SOLAR SYSTEM SITE LEASE AGREEMENT This Solar System Site Lease Agreement(the"Agreement")made and entered into as of the day of , 2023 (the "Effective Date"), by and between, the CITY OF CANTON, an Illinois Municipal Corporation ("Lessor"), and , a Pennsylvania Limited Liability Company ("Lessee"). Lessee and Lessor are at times collectively referred to hereinafter as the"Parties"or individually as the"Party." RECITALS A. Lessor and Lessee have entered into a solar purchase power agreement("PPA"),by which Lessee will construct and operate a solar power facility on the Property(described below)owned by Lessor. B. Under the terms of the PPA, Lessor will purchase 100% of the electricity generated by the solar power facility solely for behind-the meter use by Lessor for public purposes or for public buildings/facilities. C. The Parties are entering into this Agreement in order for Lessor to provide the requisite rights in Lessee to utilize the Property for purposes of constructing,installing,operating,maintaining,replacing,and removing its solar power facility("Permitted Use"). AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed by Lessor, Lessor and Lessee hereby agree as follows: 1. Lease Lessor,owner of the property described on Exhibit A("Property"),hereby leases to Lessee("Lease")the portion of the Property shown and described on Exhibit A-1 (the"Premises")solely for purposes of building,owning,operating,maintaining,replacing and removing a solar energy generating facility (the "Generating Facility") on the Premises, including any related interconnection equipment and any facilities or equipment appurtenant thereto as Lessee may from time to time require for the Permitted Use.Lessor also hereby grants and conveys unto Lessee the right to ingress and egress to and from the Site and the Generating Facility,and rights across,over under and above the Property as reasonably necessary to provide access to and services reasonably required for Lessee's installation and operation of the Generating Facility and Lessee's performance under the PPA,provided said access and services shall not unreasonably interfere with Lessor's use of its Property as a water treatment plant. Lessor shall not do or cause,or permit any other person or party to cause, any interference with the Generating Facility's access to sunlight that naturally arrive to the solar panels. The rights granted hereunder shall run with and burden the Property for the term of this Agreement. 2. Lease Term;Rent The Lease term shall commence on the Effective Date ("Lease Commencement Date") and shall terminate upon termination of the PPA or earlier termination as provided herein;provided that Lessor shall permit Lessee to have access to the Property and Site following termination in order to fulfil Lessee's removal and restoration obligations under Section 6 of this Agreement. At any time during Lease Term,Lessee shall have the right to terminate the Agreement(the"Lessee's Termination Right"),provided that Lessee shall remain obligated to remove the Generating Facility and restore the Site as provided in Section 6 of this Agreement and subject to the terms and conditions of the PPA. Lessee shall pay Lessor annual rent in the amount of One Dollar($1.00)during the Term(the"Annual Rent"),prorated for any partial year, with the first payment due within thirty (30) days after, and subsequent payments due on each anniversary of, the Lease Commencement Date. 3. Solar Rights;Lessor Rights;Zoning Lessor covenants it shall not cause or permit any structure,vegetation, activity, or land use to cast a shadow on Lessee's solar power facility. Lessee may remove from the Premises, and areas immediately adjacent to the Site, trees, structures or other obstructions on Lessor's Property that may impair or reduce the electric power output of the Generating Facility,and may trim or remove and to keep trimmed or remove dead,diseased,weak or leaning trees or limbs.Lessor reserves the right to use or authorize others to use the Property in any manner not inconsistent with or which will not interfere with the rights granted herein,provided,however,that Lessor shall not, nor shall permit others to, disturb the Generating Facility, including any related interconnection equipment, in any way without prior written approval of the Lessee.Lessee shall,with Lessor's reasonable support,have the right to rezone the Site or obtain the necessary zoning permits as necessary or desirable for the Permitted Use. All electric power generated by the Generating Facility shall be used by Lessor for its own behind-the-meter use.Under no circumstances is Lessee authorized to sell or otherwise transfer any of the electric power output to any other persons or entities. 4. Lessee Ownership Lessee or its affiliate,successor or assignee shall be the exclusive owner of the Generating Facility and the electricity(kWh)generated therefrom (until it is delivered to Lessor),and the owner of all certificates,credits,tax and other benefits,emissions reductions,green tags,offsets,and allowances attributable to the electricity generation. Lessor shall have no security interest or other interest in any of the foregoing. 5. Lessor's Representations,Warranties,and Covenants Lessor is the owner of fee simple title of the Property and has full authority to enter into,execute,deliver and perform this Agreement. Lessor knows of no circumstances or commitments to third parties that may adversely affect the Generating facility(including activities that may adversely affect the Generating Facility's exposure to sunlight). Any grant by Lessor of a mortgage or other security interest in the Property shall be subject to this Agreement and Lessee's rights hereunder.As long as Lessee is not in breach of this Agreement, Lessee shall have the quiet use and enjoyment of the Site in accordance with the terms of this Agreement without any interference of any kind by Lessor or any person claiming through Lessor. There are no hazardous materials present at the Site and Lessor has no knowledge of any violation of environmental laws. 6. Removal and Restoration Upon expiration of the Term,Lessee shall at its sole cost restore the Site to substantially the same condition as it was as of the Lease Commencement Date,normal wear and tear excluded,by removing from the Site the Generating Facility and any associated equipment or other personal property owned by Lessee;provided, however, that Lessee may leave in place any foundation, cables, conduits or similar equipment,if such foundation or equipment is located at least three(3)feet underground. 7. Liability; Indemnity Each Party shall indemnify, defend and hold harmless the other Party from any claim for liability for property damages and person injury or death resulting from the negligence or willful misconduct of the indemnifying Party,the breach of this Agreement,or, in the case of Lessee, the operation of the Generating Facility.Neither Party shall be liable to the other Party for incidental, consequential, indirect,special or punitive damages. 8. Assignment;Financing Lessee may assign all of its rights,duties or obligations under this Agreement without the prior written consent of Lessor as follows:(i) to one or more of its affiliates, (ii)to any present or future purchaser of the power generated by the Generating Facility, (iii)to any person or party succeeding to all or substantially all of the assets of Lessee, (iv)to a successor entity in a merger or acquisition transaction,or(v)to one or more affiliates or third parties in connection with a sale-and-leaseback or other financing transaction.Lessor will recognize any third party to whom the rights of Lessee under this Agreement have been assigned, as the proper and lawful lessee of the Agreement. Lessee shall have the right during the Term to mortgage, pledge or otherwise encumber Lessee's interest in this Agreement, the Generating Facility, and its leasehold estate in the Site,together with all of Lessee's improvements constructed thereon,pursuant to a mortgage,deed of trust,sublease,indenture,commercial facilities agreement or such other related and customary instruments necessary or desirable to facilitate any lawful financing of the Generating Facility or any future buildings or other improvements. 9. Default Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below shall be deemed to be the"Defaulting Party",the other Party shall be deemed to be the"Non-Defaulting Party",and each event of default shall be a "Default Event": i. Failure of a Party to pay any amount due and payable under this Agreement or the PPA,other than an amount that is subject to a good faith dispute,within ten(10)days following receipt of written notice from the Non-Defaulting Party of such failure to pay("Payment Default"); ii. failure of a Party to substantially perform any other material obligation under this Agreement or the PPA within thirty (30)days following receipt of written notice from the Non-Defaulting Party demanding such cure;provided,that such thirty(30)day cure period shall be extended if and to the extent reasonably necessary to cure the Default Event,if the Defaulting Party initiates such cure within the thirty(30)day period and continues such cure to completion; iii. if any representation or warranty of a Party under this Agreement or the PPA proves at any time to have been incorrect in any material respect when made and is material to the transactions contemplated hereby, if the effect of such incorrectness is not cured within thirty(30)days following receipt of written notice from the Non-Defaulting Party demanding such cure;provided,that such thirty(30)day cure period shall be extended if and to the extent reasonably necessary to effectuate such cure; iv. a Party becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect, and, if any such bankruptcy or other proceedings were initiated by a third party, if such proceedings have not been dismissed within sixty(60)days following receipt of a written notice from the Non-Defaulting Party demanding such cure Subject to the notice periods set forth above, and in the event of a Default Event, the Non-Defaulting Party (a) may, upon notice, terminate this Lease and Lessee shall promptly surrender possession of the Premises to Lessor,and Lessor may enter upon and into the Property to take possession thereof,with or without process of law and(b)may pursue any remedy under this Agreement,at law or in equity,including an action for damages.Upon termination due to Lessee's Default Event,Lessee shall at its sole cost restore the Site to substantially the same condition as it was as of the Lease Commencement Date,normal wear and tear excluded,by removing from the Premises the Generating Facility and any associated equipment or other personal property owned by Lessee;provided, however, that Lessee may leave in place any foundation, cables, conduits or similar equipment, if such foundation or equipment is located at least three(3)feet underground. 10. Miscellaneous This Agreement shall be governed by,and interpreted and construed in accordance with,the laws of the State of Illinois,without regard to conflicts of law principles. In the event of a dispute,either Party may require that a non-binding mediation take place.Any lawsuit arising from or relating to this Agreement shall be brought and adjudicated in the Ninth Judicial Circuit of Illinois,Fulton County,which shall be the sole and exclusive jurisdiction and venue for any such disputes. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys'fees and costs. No alterations not permitted by this Agreement or the PPA shall be made to the Premises by Lessee without the expressed written consent of the Lessor. The insurance obligations of the Parties hereunder shall be governed by the terms and conditions of the PPA.Except as set forth in the PPA or this Agreement,no utilities or insurance(general liability,fire and casualty,dram shop,and contents)are furnished as a part of this Agreement,and Lessee shall be responsible for paying for any and all costs for same to the Premises. Lessee and its successors, assigns, nominees, employees, agents, members, managers, contractors, and invitees shall comply with all applicable laws,rules and regulations regarding its use of the Premises and operation of the Generating Facility located thereon. A Party shall be excused from performance under this Agreement on account of any delays due to war,riot,insurrection,terrorist act, governmental order or any other event or circumstances which are beyond the control of the performing Party ("Force Majeure"). Neither Party shall be in default under this Agreement for failure to perform on account of Force Majeure. The time period for such performance shall be extended for each day performance is delayed by Force Majeure. Lessee shall have the right to assign,apportion,or otherwise transfer any or all of its rights,benefits,privileges,and interests arising in this Agreement in accordance with the terms of Section 19 of the PPA.Without limiting the generality of the foregoing,the rights and obligations of the Parties shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereto and supersedes any prior written or oral agreement with respect to the matters described herein.This Agreement may be amended only in writing signed by Lessee and Lessor or their respective successors in interest. In the event any portion of this Lease should need to be revised in order to cause the Property (including the Premises)to be exempt from property taxes or any other taxes that could be assessed to Lessor, Lessee agrees to reasonably cooperate with and agree to any such modifications provided they do not affect the terms and conditions of the PPA or otherwise adversely affect Lessee's rights or obligations under this Agreement or the PPA. Lessor agrees to execute a Memorandum of this Agreement,which Lessee may record with the local recorder of deeds.This Agreement may be provided to the Fulton County Supervisor of Assessments, or any other public body or official, for real estate tax purposes, including but not limited to the application for or maintaining of any tax-exempt status. IN WITNESS WHEREOF,the parties have executed this Solar System Site Lease Agreement on the day and year first above written. City of Canton an Illinois municipal corporation By: Name: Title: , a Pennsylvania limited liability company By: Name: Title: Exhibit A Description of the Property A part of the Northeast, Southeast and Southwest Quarters of Section 24, Township 7 North, Range 4 East of the Fourth Principal Meridian, Fulton County, Illinois, more particularly described as follows: Commencing at an iron rod found at the southeast corner of said Southwest Quarter of Section 24;thence North 00 degrees 48 minutes 02 seconds East (Bearings refer to the Illinois Coordinate System, West Zone, NAD 1983), a distance of 547.00 feet along the east line of said Southwest Quarter of Section 24 to the southerly line of the Lake Canton Boundary as shown on a Plat by T. F. Gibbons, dated February 1967 and the Point of Beginning of the Tract to be described: From said Point of Beginning: thence North 89 degrees 56 minutes 41 seconds West, a distance of 1067.14 feet along said southerly line; thence North 45 degrees 12 minutes 46 seconds East, a distance of 3730.87 feet to an iron rod found at the southwest corner of a tract described in Book 473 on Page 529; thence South 89 degrees 31 minutes 52 seconds East, a distance of 1124.89 feet along the south line of said tract and beyond to said east line of the Northeast Quarter of Section 24;thence South 00 degrees 41 minutes 36 seconds West, a distance of 1481.52 feet along said east line and the east line of said Southeast Quarter of Section 24 to the northeast corner of a tract as described in Book 1639 on Page 21;thence South 75 degrees 04 minutes 11 seconds West,a distance of 923.27 feet along the northerly line of said tract to an iron rod found;thence South 75 degrees 12 minutes 19 seconds West, a distance of 461.60 feet to an iron pipe found at the northwest corner of a tract as described in Book 469 on Pages 306 and 313; thence South 00 degrees 28 minutes 23 seconds West, a distance of 72.42 feet to an iron rod set at an old existing fence earner;thence South 01 degrees 01 minutes 52 seconds West,a distance of 1268.45 feet to the southwest corner of a tract as described in Book 469 on Pages 306 and 313; thence North 89 degrees 32 minutes 18 seconds West, along the south line of said Southeast Quarter of Section 24 a distance of 767.55 feet to the southeast corner of the James R. Rogers and Kimberly J. Rogers property as described in Document No. 0549588; thence North 00 degrees 48 minutes 02 seconds East, a distance of 770.00 feet to the northeast corner of said Rogers property; thence North 89 degrees 32 minutes 18 seconds West, a distance of 566.00 feet to the northwest corner of said Rogers property; thence South 00 degrees 48 minutes 02 seconds West, a distance of 223.00 feet along said east line of the Southwest Quarter of Section 24 to the Point of Beginning, containing 124.233 acres more or less. AND A part of the Southwest Quarter of Section 24,Township 7 North,Range 4 East of the Fourth Principal Meridian, Fulton County, Illinois, more particularly described as follows: Beginning at an iron rod found at the southeast corner of said Southwest Quarter of Section 24;thence North 89 degrees 56 minutes 41 seconds West(Bearings refer to the Illinois Coordinate System, West Zone,NAO 1983), a distance of 1310.16 feet to the southeast comer of the West Half of said Southwest Quarter of Section 24; thence North 00 degrees 27 minutes 19 seconds East, a distance of 300.29 feet to an iron pipe found at northeast corner of the David L. Steck and Glenna M. Steck property as described in Book 1247 on Page 303;thence North 45 degrees 12 minutes 46 seconds East, a distance of 349.81 feet to the southerly line of the Lake Canton Boundary as shown on a Plat by T. F. Gibbons, dated February 1967; thence South 89 degrees 56 minutes 41 seconds East, a distance of 1067. 14 feet along said southerly line to the east line of said Southwest Quarter of Section 24; thence South 00 degrees 48 minutes 02 seconds West, a distance of 547.00 feet along said east line to the Point of Beginning, containing 15.774 acres more or less. Subject to all easements of record. Exhibit A-1 Description of the Premises [Parties to agree upon with final approved design]