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PW City Hall Solar InstallationDocuS1gn Envelope ID AC32DA 1 B-137 A-42EC -A2 F8-3753918BB044 City of San Rafael. California P.O. Box 151560 San Rafael. CA 9490 I Attention: City Manager SolEd Solar I loldings L LLC October 3. 2018 Re: Consent to Change of Control of Sol Ed Solar Holdin~s L LLC Ladies and Gentlemen: City of San Rafael. California ("Purchaser") and Soll:d Solar Holdings I, LLC ("Seller") are parties to that certain Solar Power Purchase Agreement dated as of October 28.2014-, as may be amended from time to time (the "PPA"). Capitalized tenm used herein have the meanings given to them in the PPA unless othenvise defined. C:2 Omega Holding Company. LLC ("'Holding Company··) cuITently holds I 00% of the membership interests in the Seller (the "Membership lnterests··). Pursuant to a series of transactions described on Exhibit A hereto (collectively, the "Transaction") that are expected to take place on or within a reasonable period alter the date hereof: the Membership lnterc~ts will be transfeITed to C2 Taiyo Fund I, LP (the ··Fund"'). ·1 he rransaction may result in a change of control or Seller within the meaning of the PPA (the "Change or Control"), to be effective ,l', of the elate on which the rransaction closes ( the "Closing Date"). Please note , however. that Seller \Viii remain the owner of the System. In accordance with Section 19(a) or the PPA, Seller hereby reque~ts Purchaser·s consent to the Change of Control effective as of the Closing Date. Seller acknO\\ ledges and agrees that any consent and acknowledgment provided by Purchaser in thi s letter is provided at the request and for the convenience of Seller, and nothing stated herein will compromi se any rights or Purchaser or Seller under the PPA. Please provide your consent and acknowledgment to the foregoing by signing and elating this letter where indicated bekm and by emailing a copy or the signed letter to our att e ntion at le~al a c'~~~.com . Thank you in ad vance for your prompt attention to this matter. Sincerely, SolEd Solar I lolding~ I, LLC ~Glu,.y,J o~Vt- By: Richard Doverc Its : Orticer ORIGINAL DocuSign Envelope ID : AC32DA 18-137 A-42EC-A2F8-3753918B6044 ACKNOWLEDGED AND CONSENTED TO: on this :....!._ day of Oc. t Q be.f , 2018 By: PURCHASER: City of San Rafael. California By: _____)!.~~~:::::::ic:....:.....::__~ Nam Title: DocuSign Envelope ID: AC32DA 1 B-137 A-42EC-A2F8-3753918BB044 EXHIBIT A Description of the Transaction: Currently, Richard Dovere and Candice Michalowicz (the "Principals") each own a 50% interest in C2 Omega, LLC ("C'.2 Omega"), which is organized under the laws of Delaware and is a partnership for federal income tax purposes. C2 Omega indirectly holds the interest in the Company via the Parent. In the proposed transaction, C2 Omega would, via a distribution from the Parent, transfer the interest in the Company to a newly-formed Delaware limited partnership, C2 Taiyo Fund I, LP ("New Fund") in which 9-14 Ventures, LLC, a Delaware limited liability company ("9-14 Ventures"'), will hold a limited partner interest. The Principals each own a 50% interest in 9-14 Ventures. Simultaneously therewith, the Principals will be granted a general partner interest in New Fund, which interests they will contribute to a newly formed Delaware limited liability company, C2 Taiyo GP, LLC ("GP"). The GP will be the general partner of the New Fund, and the only members of the GP would be the Principals. Therefore, the operational decision making with respect to the Company and, in tum, the Seller, would not be changing. An external investor would form directly or indirectly a wholly owned corporation (or a limited liability company that makes an election to be taxed as a corporation) organized under the laws of Delaware (or another state in the United States) (''US Blocker Corporation"). US Blocker Corporation, in exchange for cash, would obtain a limited partner interest in New Fund. New Fund would then become a partnership for federal income tax purposes. The only partners ofNew Fund would be 9-14 Ventures, GP and US Blocker Corporation. Step I 2 3 4 5 6 7 8 9 10 II CONTRACT RO UTING FORM INSTR CTIONS : Use this cover sheet to circulate all contracts for review and approval in the order shown below . TO B E COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER Contracting Department: Public Works Project Manager: Hunter Young Extension: 3408 Project Name: City Hall Solar Installation Contractor's Contact: David Kunhart Contact's Email : David@sol-ed.com RESPONSIBLE DEPARTMENT DESCRIPTION a Email PINS Introductory Notice to Contractor b Email Contract (in Word) & attachments to City Attorney c/o Project Manager Laraine G1ttens @cityofsanrafael org a Review , revise and comment on drafl agreement and return to Project Manager b Confirm insurance requirements, create Job on PINS , send PINS City Attorney insurance notice to contractor Department Approval of final agreement form to send to contractor {Pro1 ·ide Dept. Director Director Fi11011c ia/ Summary w Agreemem} Forward three (3) originals of final agreement to contractor for their Project Manager signature When necessary, contractor-signed agreement agend1 zed for Council approval City c·mmc,/ upproval required/hr Prt?fi!sxional Services Agreements and purdwxe,· of good,· and sen•ices that exceed S75,()()() and for l'uhlic Works Project Manager Comracts that exceed S 175,000 (lime, date of'Co1111c1/ Meeting) PRINT CONTIN UE. ROUTING PROCESS WITH HARD COPY Forward signed original agreement to City Attorney with prmtcd copy of Project Manager this rouung form City Attorney Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for public works City Attorney contracts) City Manager/Mayor Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to project City Clerk manager Project Manager Forward Final Copy to Contractor COMPLETED DA fE NIA I 0/3/2018 10/3/2018 10/4/2018 NI A NIA 10/0/Jr lb/~h~ 1D/(o/1rr l O / \ 0 f I~ t-i\ -~ REVIEWER (Initials) BG BG BG ~ "1 I-ft ~~ .'fl( I