Signed Contract_Offtaker Consent and Estoppel Certificate on assignment of Eagle Point Energy - 1, LLC's interest in Solar License and Power PurchaseCopyrighted
April 7, 2025
City of Dubuque CONSENT ITEMS # 13.
City Council
ITEM TITLE: Signed Contract(s)
SUMMARY: Offtaker Consent and Estoppel Certificate on the assignment
of Eable Point Enegery - 1, LLC's interest in the Solar
License and Power Purchase to KMDE, LLC.
SUGGUESTED
DISPOSITION:
ATTACHMENTS:
1. City of Dubuque (Offtaker) Consent and Estoppel
Page 181 of 386
OFFTAKER CONSENT AND ESTOPPEL CERTIFICATE
To: Decorah Bank and Trust Company
Re: Solar License and Power Purchase dated August 1, 2011 (the "PPA") by and between Eagle
Point Energy — 1, LLC (`BP"), and the City of Dubuque, Iowa ("City") with respect to a
certain solar energy conversion facility, which includes a proposed assignment (the
"Assignment") of EP's interest in the PPA to KMDE, LLC, an Iowa limited liability
company ("KMDE")
City understands that EP will be selling said solar energy conversion facility and all its
right, title, and interest in and to the PPA (the "Business") to KMDE, and as a result, KMDE will
acquire EP's right, title and interest in, to and under the PPA, and has requested certain information
from City relative to the PPA.
Therefore, with respect to the PPA, City hereby certifies to KMDE, as of the date hereof,
as follows:
1. The PPA:
(a) is in full force and effect;
(b) has not been modified, supplemented or amended since its original execution;
(c) constitutes the entire understanding between City and EP with respect to the PPA;
and
(d) has been duly executed and delivered on behalf of City pursuant to the proper
authority therefor and constitutes a legally valid instrument, binding and
enforceable against City in accordance with its terms.
2. The commencement date of the PPA was August 1, 2011, and the current term of the PPA
expires twenty-five years from the commence date of the PPA.
3. There are no existing defaults on the part of City or, to City's knowledge, EP under the
PPA; neither parry to the PPA has delivered any notice of default to the other; and, to City's
knowledge, no event has occurred that, with the giving of notice or the passage of time or
both, would constitute a default under the PPA except the following (if none, state "none"):
None.
4. To the extent required under the terms of the PPA, City acknowledges and consents to
KMDE's acquisition of substantially all of the assets related to the Business of EP,
including the assignment of the PPA from EP to KMDE.
The statements contained herein may be relied upon by KMDE and EP. City acknowledges
that KMDE may show copies of this City Consent and Estoppel Certificate (this "Certificate") to
City Consent and
Estoppel Certificate
Page 182 of 386
third parties who are interested in the matters covered by this Certificate and agrees that said third
parties may also rely upon this Certificate. This Certificate shall be binding upon City and its
successors and assigns.
DATED this 25th day of , 2025.
CITY OF DUBUQUE, IOWA
By: AAA4 k-�4
Printed name: Michael C. Van Milligen
Title: City Manager
14545556
Page 183 of 386