HomeMy WebLinkAboutThird Amendment to Energy Consumption Agreement – City Hall/Utilities DepartmentJAOY
THIRD AMENDMENT TO ENERGY CONSUMPTION AGREEMENT
City Hall
This Third Amendment to Energy Consumption Agreement (City Hall) (the "Amendment"),
executed this _ day of , 201_, by and between the City of Carmel Utilities Department
(the "Seller"), and The City of Carmel, Indiana, by and through its Board of Public Works and Safety (the
"Consumer"), Witnesses:
Recitals
WHEREAS, Seller and Carmel Civic Square Building Corporation ("CCSBC") executed that
certain Energy Consumption Agreement dated as of November 1, 2010 (the "Original Agreement"), as
amended by that certain Second Amendment to Energy Consumption Agreement dated May 6, 2016 ( the
"Second Amendment");
Agreement";
WHEREAS, the Original Agreement and the Second Amendment, collectively, are the "EC
WHEREAS, this Amendment originally was intended to be executed prior to the Second
Amendment;
WHEREAS, all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the EC Agreement;
WHEREAS, on or about 2017, CCSBC conveyed to Consumer the Served
Building;
WHEREAS, in connection with such conveyance, CCSBC assigned to Consumer, and
Consumer assumed from CCSBC, all of CCSBC's right, title, and interest in and to the EC Agreement;
WHEREAS, attached to the EC Agreement as Exhibit C (the "Original Exhibit C") is a
schedule setting forth the Units Price, on both an annual and a monthly basis;
WHEREAS, despite the provisions in the EC Agreement that obligate Consumerto make the
payments set forth on Original Exhibit C, Consumer instead has been making alternate payments pursuant
to the spreadsheet schedule attached hereto as "Replacement Exhibit C";
WHEREAS, in connection with an amendmentto thatcertain Operating Agreement executed
by and among Seller, the City of Carmel Redevelopment Commission, and CFP Carmel, Indiana Energy
Center, LLC ("CFP"), Seller has agreed to: (a) forgive the debt currently owed to it by Consumer as a result
of Consumer making alternate payments instead of the payments set forth on Original Exhibit C; and
(b) replace Original Exhibit C with Replacement Exhibit C; and
WHEREAS, the parties desire to execute this Amendment;
Agreement
ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, Seller and Consumer agree as follows:
1. Payment. Seller hereby: (a) forgives the amount owed to it based on the payment schedule set forth
on Original Exhibit C; (b) accepts payments made to date by Consumer pursuant to Replacement Exhibit C
as payment in full to the date hereof. Accordingly, as of the date hereof, Consumer is current in all payments
owed by it pursuant to the EC Agreement.
2. Replacement Exhibit. Replacement Exhibit C supersedes and replaces Original Exhibit C in its
entirety. Accordingly, from and after the date hereof, the reference in Subsection 4(a) of the EC Agreement
to "Exhibit C' shall be deemed to be a reference to Replacement Exhibit C.
3. Authority. Each of the undersigned executing this Amendment on behalf of Seller or Consumer
certifies that: (a) he or she is a duly authorized representative of Seller or Consumer, respectively; (b) he or
she has been fully authorized and empowered to execute and deliver this Amendment; and (c) Seller or
Consumer, respectively, has full capacity to perform all of the obligations to be performed by it pursuant to
the EC Agreement, as amended by this Amendment.
4. Controlling Terms. In the event of any conflict between the EC Agreement and this Amendment,
the terms and conditions of this Amendment shall control.
IN WITNESS WHEREOF, Seller and Consumer have executed this Amendment as of the
date set forth above.
CITY OF CARMEL UTILITIES
DEP1;u
By:
Prited:
Title: V l ArZ72:7,j c2e!!� ZIP 1-1 l ze-5
THE CITY OF CARMEL, INDIANA
By and through its Board of Public Works
and Safety l �� ��
By: / ' 1
es Brrd, Pres�ng Off' er
By:
tson, Member
ATTT: _J,'
By:
Christine Pauley lerk-Treasurer
ZADocuments\Shoup, Jenny\City of CarmehParcel 7\Energy Cenler\Energy
Consumption Agreements\City HahArnendment to Energy Consumption
Agreement - City Ha11.v3-v pd -2-
REPLACEMENT EXHIBIT C
Schedule of the Units Price
City Hall
Annual
Monthly
Period
Payment
Payments
01/01/12 - 12/31/16
$71,202.61
$5,933.55
01/01/17 - 12/31/22
$429,689.99
$35,807.50
01/01/23 - 12/31/23
$489,383.09
$40,819.84
01/01/24 - 12/31/36
$131,350.72
$10,945.89
