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ORDINANCE NO. 26-19 INTRODUCED BY: Mr. Shahmir Smith AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE THE SECOND AMENDMENT TO THE PROFESSIONAL SERVICES REIMBURSEMENT AGREEMENT WITH AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC, FOR THE POWER PLANT REDEVELOPMENT PROJECT AND DECLARING AN EMERGENCY. WHEREAS, Council authorized a Professional Services Reimbursement Agreement with Avon Lake Environmental Redevelopment Group, LLC, of Louisville, Kentucky, by Ordinance No. 23-81, to cover reasonable out-of-pocket expenses incurred by the City for development consulting services related to the Power Plant Redevelopment Project; and WHEREAS, Council desires to enter into a Second Amendment to the Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF AVON LAKE, STATE OF OHIO: Section No. 1: That the Mayor is hereby authorized and directed to enter into a Second Amendment to the Reimbursement Agreement with Avon Lake Environmental Redevelopment Group, LLC, of Louisville, Kentucky, for development consultant services for an amount not to exceed $731,850. (Exhibit A) Section No. 2: That it is found and determined that all formal actions of Council relating to the adoption of this Ordinance were taken in an open meeting, and that all deliberations of Council and its committees resulting in such actions were conducted in meetings open to the public in compliance with all applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section No. 3: This Ordinance is declared to be an emergency measure, the emergency being the necessity for the immediate preservation of public health, safety, and welfare. Therefore, this Ordinance shall be in full force and effect immediately upon its adoption and approval by the Mayor. 1st reading: 03/09/2026 2nd reading: 3rd reading: PASSED: 03/23/2026 ____________________________ President of Council POSTED: 03/27/2026 Approved: 03/24/2026 ATTEST: _________________________ ____________________________ Clerk of Council Mayor 22994832 _1 1 SECOND AMENDMENT TO PROFESSIONAL SERVICES REIMBURSEMENT AGREEMENT FOR POWER PLANT REDEVELOPMENT PROJECT by and between CITY OF AVON LAKE, OHIO and AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC This Second Amendment to Professional Services Reimbursement Agreement for Power Plant Redevelopment Project (the “Second Amendment”) is entered into this ____ day of ______________, 2026 (the “Effective Date”), by and between the City of Avon Lake, Ohio (“City”), a municipal corporation duly organized and validly existing under the Constitution and the laws of the State of Ohio and its Charter, and Avon Lake Environmental Redevelopment Group, LLC, (“ALERG”), a limited liability company duly organized and validly existing under the laws of the State of Ohio, with its principal place of business in Louisville, Kentucky. (The City and ALERG are referred to collectively herein as the “Parties” and each individually as a “Party.”) WHEREAS, on May 2, 2023, ALERG and the City entered into the “Professional Services Reimbursement Agreement for Power Plant Redevelopment Project” (the “Original Agreement”) wherein the Parties anticipated entering into a development agreement related to: the creation of a mixed-use zoning district, certain property transactions, and certain development incentives that may include but may not be limited to the creation of a tax increment financing (“TIF”) incentive district for the Redevelopment Project at the real property known as the Avon Lake Generating Station property on Lake Road in the City (the “Property”) (and collectively the “Project”); WHEREAS, during the planning and negotiation of an interim development agreement between the Parties, the City expressed its desire to purchase approximately 23.22 acres along the lakefront of the Property for public park purposes (the “Park Land”); WHEREAS, the potential purchase of the Park Land by the City brings into play various environmental remediation issues for the lakefront Park Land and also necessitating the engagement of environmental consultants by both Parties therefor; WHEREAS, on or about November 13, 2024, the Parties entered into an “Interim Development Agreement” which addresses all of the foregoing matters in these recitals, including provisions for reimbursement to the City by ALERG for certain professional services incurred by the City; WHEREAS, on April 16, 2025, the Parties entered the First Amendment To Professional Services Reimbursement Agreement For Power Plant Redevelopment Project by and between the City of Avon Lake, Ohio and Avon Lake Environmental Redevelopment Group, LLC, amending the Original Agreement; WHEREAS, the Parties entered a Real Estate Purchase Agreement dated December 1, 2025 in connection with the City’s potential acquisition of the Park Land and efforts to support the Project (the “Purchase Agreement”); 19th February 22994832 _1 2 WHEREAS, the City has continued to retain professional legal, financial development, and environmental consultants of its own choosing at its expense to provide special legal counsel and consulting services to further the City’s interests in the Project, including but not limited to acquisition of the Park Land, the rezoning for the Project, and creation of a TIF district to support the Project; and WHEREAS, pursuant to the Interim Development Agreement and/or the Purchase Agreement, ALERG has agreed to reimburse the City for its reasonable and necessary expenses for certain legal counsel, financial development, and environmental professionals’ fees incurred by the City in connection with the Project, including but not limited to the acquisition of the Park Land. NOW, THEREFORE, in consideration of the foregoing and the promises and mutual covenants contained herein, the Parties agree to amend the Original Agreement, as amended, as follows: 1. The provisions of this Second Amendment shall take precedence over the provisions of the Original Agreement, as amended, but all provisions of the Original Agreement, as amended, which are not in conflict with the provisions of this Second Amendment shall remain in full force and effect. 2. Reimbursement of City for Out-of-Pocket Professional Fees. ALERG shall reimburse the City, for the reasonable and necessary out-of-pocket fees (“City Expenses”) incurred by the City beginning on January 1, 2026, for the legal services, professional financial development consulting services, and environmental consulting services (each is a “Consultant” and collectively, the “Consultants”) as set forth in the “2026 Legal Budget for Interim Development Agreement Cost Reimbursement”, attached hereto as Exhibit A and the “2026 Environmental Consulting Budget for Interim Development Agreement Cost Reimbursement”, attached hereto as Exhibit B. Both Exhibit A and Exhibit B are attached hereto and fully incorporated herein by reference and may be amended by the Parties from time-to-time. 3. Deposit by ALERG with City. Within five (5) business days of the Effective Date, ALERG shall deposit with the City an initial amount of Fifty Thousand Dollars ($50,000.00) to cover reimbursements to the City as set forth in Section 2 of this Amendment. When the reimbursement of City Expenses by ALERG is within Ten Thousand Dollars ($10,000.00) of that initial $50,000.00 deposit, ALERG agrees to deposit an additional amount to bring the deposit up to $50,000.00 to cover the reasonable and necessary City Expenses for the Project. For purposes of clarity, neither the City nor ALERG shall have any obligation to enter into any final Development Agreement or apply for any exemptions from property taxes unless such final Development Agreement is fully approved in writing by the Parties. 4. Objections to Consultant Fee Reimbursements. ALERG shall have the right to object to any Consultant’s compensation which is unreasonable based upon the Consultant’s qualifications for the services being invoiced to the City, the time required to perform the service being invoiced, and the necessity for the service. In the event of an objection by ALERG, the Parties shall meet and confer and make best efforts to resolve the objection. 5. Procedure for Reimbursements. ALERG shall reimburse the City for City Expenses incurred by the City for services performed by the Consultants after January 1, 2026, and upon 22994832 _1 3 submission by the City to ALERG of an itemized invoice on a monthly basis for such Consultants’ fees. Each invoice shall set forth a detailed description of the services rendered to the City, the time spent rendering each service, and the fees for each service rendered. To the extent the description of service is protected by the attorney-client privilege, those service entries so protected may be redacted from the invoice supplied to ALERG. Payment by the City of the itemized Consultants’ invoices may be made no less than sixteen (16) days after ALERG’s receipt of the invoice which meets the foregoing criteria unless within the fifteen (15) days from ALERG’s receipt of the invoice it notifies the City of its objection to the invoice. In the event of an objection by ALERG, the Parties shall meet and confer and make best efforts to resolve the objection. In the event the Parties are unable to resolve the objection, either Party may terminate this Amendment by written notice to the other Party and neither Party shall have any further liability to the other Party under this Amendment. 6. Agreement for Reimbursements. a. This Amendment is an interim agreement in contemplation by the Parties of the execution of a final Development Agreement, adoption of appropriate zoning regulations for the Project, and approval of a financial development incentive of some type for the Project (such as tax increment financing –"TIF)). If the Project does not move forward for any reason whatsoever, except for the reason that the City, in its sole discretion, decides not to go forward with the Project approvals, ALERG shall remain obligated to pay all City Expenses incurred to the date of such decision not to go forward, and the City shall be entitled to retain all amounts for City Expenses that were obligated to be reimbursed by ALERG pursuant to this Amendment. b. In the event there is TIF approved for the Project, ALERG shall be reimbursed from the TIF proceeds for all reimbursement payments to the City for the City Expenses and such reimbursement from the TIF proceeds shall be paid to ALERG within one (1) year of the commencement of the TIF. 7. Successors and Assigns. Neither Party hereto may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other Party, which assignment shall not be unreasonably delayed or denied. 8. Amendment and Waiver. The provisions of this Second Amendment may be amended and waived only with the prior written consent of both Parties. 9. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of law principles. 10. Construction. As both Parties are represented by legal counsel and as both Parties have equal negotiating power, there shall be no construction in favor of any Party due to the fact that counsel for the other Party may not have been responsible for the drafting of this Second Amendment or any part thereof. 11. Severability. Whenever possible, each provision of this Second Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Second Amendment is held to be prohibited by or invalid under applicable law, such 22994832 _1 4 provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Second Amendment. 12. Counterparts; Electronic Transmission. This Second Amendment may be executed in separate counterparts (including by means of facsimile, email of a .pdf or similar file or other electronic transmission), each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Second Amendment, to the extent signed and delivered by means of a facsimile machine, email of a .pdf or similar file or other electronic transmission, shall be treated in all manner and respects and for all purposes as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. 13. Notices. Any notices, submissions, transmittals and remittances required herein shall be sent to: As to the City: City of Avon Lake, Ohio 150 Avon Belden Road Avon Lake, OH 44012 Attention: Mayor MSpaetzel@avonlake.org With a Copy To: Gary Ebert, Esq. Director of Law 150 Avon Belden Road Avon Lake, OH 44012 GAEbert@avonlake.org and Todd S. Davis, Esq. Attorney at Law 30799 Pinetree Road, #209 Pepper Pike, OH 44124 tdavis@hemispheredev.com (a) As to the Developer: Avon Lake Environmental Redevelopment Group, LLC 12601 Plantside Drive Louisville, KY 40299 Attention: Steve Brehm, Chief Counsel and Corporate Secretary Charah Solutions, Inc. sbrehm@charah.com 22994832 _1 5 With a Copy To: R. Todd Hunt, Esq. Roetzel & Andress, LPA 1375 East Ninth Street One Cleveland Center, 10th Floor Cleveland, OH 44114 rthunt@ralaw.com The City and ALERG have caused this Second Amendment to be executed in their respective names by their duly authorized representatives, all as of the date first written above. CITY OF AVON LAKE, OHIO By: Mark Spaetzel, Mayor Approved as to Form: Gary A. Ebert Director of Law, City of Avon Lake, Ohio AVON LAKE ENVIRONMENTAL REDEVELOPMENT GROUP, LLC By: Charah, LLC, its Manager By: Print Name: Title: Steve Brehm Chief Counsel 22994832 _1 6 EXHIBIT A 2026 Legal Budget for Interim Development Agreement Cost Reimbursement (January 1, 2026 - December 31, 2026) Firm Hours Budget 1.0 LEGAL FEES 1.1 City Council Approval of TIF Agreements and Miscellaneous Agreement Drafting $70,500.00 Davis 60 $42,000.00 Berns 60 $28,500.00 1.2 TIF Negotiations $85,000.00 Berns 120 $57,000.00 Davis 40 $28,000.00 1.3 Zoning Issues $71,000.00 Berns 120 $57,000.00 Davis 20 $14,000.00 1.4 Environmental Review, Planning and No Further Action Letter $70,000.00 Davis 100 $70,000.00 1.5 Submerged Land Lease Issues With State of Ohio and City Council $70,000.00 Davis 100 $70,000.00 1.6 Miscellaneous Meetings and Issues $88,125.00 Davis 75 $52,500.00 Berns 75 $35,625.00 1.7 Contingency $88,125.00 Davis 75 $52,500.00 Berns 75 $35,625.00 Subtotal $542,750.00 22994832 _1 7 2.0 ENVIRONMENTAL PROFESSIONALS [To be agreed to by the parties in a separate document as part of Section 6.02 to the Real Estate Purchase Agreement] 3.0 Costs $5,000.00 Budget for photocopies, shipping and other miscellaneous expenses. TOTAL $547,750.00 2026 Legal Billing Rates Todd S. Davis, Esq. $700.00 /hr Jordan Berns, Esq. $475.00 /hr Majeed Makhlouf, Esq. $475.00 /hr *This budget is a good faith estimate of anticipated costs based on currently available information, for purposes of the Interim Development Agreement (the "IDA"). While all service providers will use good faith efforts to minimize transaction costs, this budget estimate may be periodically updated as needed to reflect changing costs for the parties' approval. Service providers may utilize hours identified herein between budget categories without the need for amending this budget, provided the total number of hours identified herein are not exceeded. This budget does not include costs to respond to any potential litigation, referenda or other adverse proceedings threatened or filed by third parties in connection with this matter. 22994832 _1 8 EXHIBIT B (2026 Environmental Consulting Budget for Interim Development Agreement Cost Reimbursement) Task ID Task Name Assigned To Start Date End Date Duration (d Status Priority Dependencies Estimated Amount2 Estimated Verdantas Cash Flow Notes T001 Environmental Site Walk and Kick-Off Meeting Deigan, Verdantas, & City 07/23/2025 07/23/2025 1 Completed High $3,800 September 2025 Initial Site meeting with stakeholders T002 Data Gap Evaluation of Existing Phase I and Phase II Property Assessment Data Verdantas 08/01/2025 10/15/2025 75 Completed High T001 $15,000 September - November 2025 This task is necessary to determine where additional data may be required to meet the standards of the Ohio VAP. T003 Collection of additional Phase II Data Deigan 09/08/2023 10/24/2025 777 Completed High T003 $2,500 October 2025- January 2026 These are only Verdantas' costs to assist Deigan and do not include costs to be incurred by Deigan during the additional assessment activities. T004 Evaluation of data (i.e., soil groundwater, soil gas, surface water, etc.) for both the 23-acre City portion as well as the remaining off-Property portions of the large Plant property Deigan & Verdantas 12/01/2025 04/15/2026 135 In Progress High T002, T003 $13,000 December 2025 - April 2026 Assumes this is on-going throughout data collection activities/data is shared upon laboratory receipt. May need to conduct additional surface water samples and a groundwater to surface water model. T005 Ohio VAP compliant Phase I Property Assessment for the 23- acre (City) portion of the Property Verdantas 01/28/2026 03/16/2026 47 Not Started Medium $15,000 February - March 2026 Phase I Property Assessment for the 23 acres will be required for the NFA Letter. The start of the Phase I PA is dependent on the approval date Task Order. T006 Engage Ohio EPA VAP under Technical Assistance to confirm applicable standards for Recreational Land Uses. Deigan & Verdantas 01/28/2026 03/16/2026 47 In Progress High $2,500 February - March 2026 The start of the Phase I is dependent on the approval of the PSA. T007 Preparation of an Ohio VAP compliant Phase II Property Assessment Report Deigan & Verdantas 01/19/2026 03/20/2026 60 In Progress High T004 $7,000 February - March 2026 Use the Verdantas Ohio VAP Phase II Property Assessment Report for the Coal Yard Property as a Template. T008 Preliminary Risk Assessment (PRA) for the 23-acre portion (to be used for the ODOD Grant Application) Verdantas 01/21/2026 03/20/2026 58 In Progress High T006, T007 $40,000 February - March 2026 T009 Prepare and Submit the BF26 ODOD Grant Application Deigan & Verdantas 02/20/2026 03/25/2026 33 Not Started High T005, T007, T008, T010 $12,000 March - April 2026 This is an estimated schedule and will be determined based on information from ODOD. Deigan will provide input and information for the preparation of the ODOD Remediation Grant Request. T010 Development of the Remedial Approach (Remedial Action Plan) and Cost Estimates for the ODOD PACE Deigan & Verdantas 02/23/2026 03/25/2026 30 In Progress High T007, T008 $5,000 March - April 2026 TIF Budget is in Review T011 Collection of additional Phase II Data and Evaluation Deigan & Verdantas 04/01/2026 05/01/2026 30 Not Started High T007, T008 $6,000 May 2026 This Task is dependent on the Draft Phase II Assessment Report and the Preliminary Risk Assessment. All data collection and analytical costs to be performed by Deigan and paid separately by Deigan/ALERG. T012 Engage Ohio EPA VAP under Technical Assistance to confirm remedial approach, if warranted Deigan & Verdantas 03/07/2026 04/17/2026 41 Not Started High T008 $2,500 May 2026 Discussion with Ohio EPA under TA are likely to occur prior to the indicated date. T013 Implementation additional remedy to meet compliance standards under the NFA Letter, if required. Deigan 03/23/2026 04/24/2026 32 In Progress High T010, T011 $5,000 April - June 2026 Source Area Removal and Pond Cleanout/Closure activities have been completed on the Property. This Task has been included in the schedule in the event additional remedial action (i.e. hot spot removal, relocation, or soil cover) is required based on the results of the PSRA and compliance with Property specific standards required to complete an NFA Letter. The status of this Task is marked as In-Progress because remediation activities were started in early 2025. Verdantas will provide oversight to confirm the remedy was adequately completed in order to meet requirements under the Ohio VAP. T014 Update to the Phase I Property Assessment, if required. Based on 180 day Self Life of the Phase I PA. Verdantas 09/14/2026 10/10/2026 26 Not Started Medium T005, T008, T012 $0.00 September - December 2026 This Task is included as a place holder and will only be required if the Phase I Property Assessment is more than 180 days old from the NFA Letter completion. A cost estimate will be provided if an Update to the Phase I PA is necessary. T015 Finalize Phase II Property Assessment, Property Specific Risk Assessment, and Remedial Activities Report Deigan & Verdantas 08/24/2026 10/23/2026 60 Not Started High T008, T009, T012 $10,000 September - November 2026 Completion of this Task maybe dependent on the response time and input provided by Ohio EPA under Technical Assistance. Verdantas, working with Deigan, will make every effort to completed this Task ahead of schedule. This schedule includes time for internal review. T016 Preparation of a Draft Environmental Covenant Verdantas & Todd Davis, Esq. 10/21/2026 11/20/2026 30 Not Started Low T014 $5,000 December 2026 Becomes higher priority once TIF approved. T017 Preparation of a No Further Action (NFA) Letter Verdantas 10/24/2026 12/23/2026 60 Not Started Low T006, T007, T008, T014 $25,000 November 2026 - December 2026 Becomes higher priority once TIF approved. Verdantas will make every effort to completed this Task ahead of schedule. This schedule includes time for internal review. T018 Verdantas Contingence for Tasks TO04 through TO17 Verdantas 01/28/2026 12/23/2026 329 Not Started Low $14,800 Based om when work is completed This Task cost will only be charged if determined necessary to complete an approved Task. Estimated Total $184,100 General Notes: This Project Schedule and Estimated Budget are provided as good faith estimates based on current available information. These Tasks will be performed on a cost not-to-exceed basis, unless approved in writing by the City of Avon Lake and ALERG. Former Avon Lake Power Plant - Draft Project Schedule and Estimated Cash Flow for Verdantas- January 26, 2026 2026 Environmental Consulting Budget