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PW Solar Power Purchase Agreement; Amendment 1AMENDMENT NO. 1 TO SOLAR POWER PURCHASE AGREEMENT DATED MARCH 20, 2018 THIS AMENDMENT NO. 1 to Solar Power Purchase Agreement is entered into this L day of April , 2019, by and between SolEd Solar Holdings V LLC, a California Limited Liability Company ("Seller"), the managing member of which is SolEd Benefit Corp, a California Benefit Corporation, and the City of San Rafael, California ("Purchaser") and together with Seller, each a "Party" and together, the "Parties". RECITALS A. Purchaser and Seller have entered into a Solar Power Purchase Agreement for installation of a solar energy facility at the San Rafael City Hall ("Original Agreement"), dated March 20, 2018, and hope to commence construction of the project in the near future; B. As authorized by Section 9 of Exhibit 4 of the Original Agreement, due to changes in law and circumstances, and for the facilitation of Seller's financing obligations, Purchaser and Seller wish to amend the Original Agreement to change the term and certain other of its substantive provisions; C. Such amendments to the Original Agreement have been mutually agreed to and are for the benefit of both Parties; NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Original Agreement as follows: Exhibit 1, Section 1 shall be stricken and replaced with: a. "Term: Thirty (30) years, beginning on the Commercial Operations Date, as defined in Exhibit 4, Section 3(a)." 2. Exhibit 1, Section 5 shall be stricken and replaced with: a. "Contract Price: Amendment No. 1 To Solar Power Purchase Agreement, Dated March 20, 2018 Page 1 of 6 fl R O NAL Site City Hall Contract Year $/kWh 1 $0.17500 2 $0.17763 3 $0.18029 4 $0.18299 5 $0.18574 6 $0.18852 7 $0.19135 8 $0.19422 9 $0.19714 10 $0.20009 11 $0.20309 12 $0.20614 13 $0.20923 14 $0.21237 15 $0.21556 16 1$0.21879 17 $0.22207 18 $0.22540 19 $0.22878 20 $0.23222 21 $0.23222 22 $0.23222 23 $0.23222 24 $0.23222 25 $0.23222 26 $0.23222 27 $0.23222 28 $0.23222 29 $0.23222 30 $0.23222 3. Exhibit 1, Section 7 shall be stricken and replaced with: a. "Anticipated Commercial Operation Date: Site City Hall Commercial Op. Date I September 15, 2019 4. Exhibit 2, Section 2 shall be stricken and replaced with: a. "System Size (DC kW): Site I CityHaII System Size (kW -DC -STC) 1 246.2 5. Exhibit 2, Section 3 shall be stricken and replaced with: a. "Expected Contract Quantity (MWh): Annual Expected Quantity of Energy Amendment No. 1 To Solar Power Purchase Agreement, Dated March 20, 2018 Page 2 of 6 Site City Hall Year MWh 1 359.8 2 358.9 3 358.0 4 357.1 5 356.2 6 355.3 7 354.4 8 353.5 9 352.6 10 351.8 11 350.9 12 350.0 13 349.1 14 348.2 15 347.4 16 346.5 17 345.6 18 344.8 19 343.9 20 343.1 21 342.2 22 341.3 23 340.5 24 339.6 25 338.8 26 337.9 27 337.1 28 336.3 29 335.4 30 334.6 " 6. Exhibit 2, Section 8 shall be stricken and replaced with: a. "[Reserved]" 7. The aerial photograph in Exhibit 2, Attachment A: Facility and System Layout shall be removed and replaced with: a. Amendment No. 1 To Solar Power Purchase Agreement, Dated March 20, 2018 Page 3 of 6 8. The sentence in Exhibit 4, Section 12 that states: "Seller shall exercise reasonable care in the maintenance and operation of the Meters and the monitoring system and shall test and verify the accuracy of each Meter at least once every two (2) years." shall be stricken and replaced with: a. "Seller shall exercise reasonable care in the maintenance and operation of the Meters and the monitoring system and shall test and verify the accuracy of each Meter upon request, but not more frequently than once every two (2) years." 9. The sentence in Exhibit 4, Section 12 that states: "Seller shall at its sole cost and expense, install any updates or upgrades to the Meters, and all associated measuring equipment necessary to permit an accurate determination of the quantities of Energy delivered under this Agreement, in addition to accurate weather information." shall be stricken and replaced with: a. "Seller shall, at its sole cost and expense, install any updates or upgrades to the Meters." 10. Exhibit 4, Attachment A shall be stricken and replaced with: a. "Termination Payment Amount End of Contract Year City Hall Prior to Commencement of Construction See Exhibit 4, Section 3(c)(i) 1 N/A 2 N/A 3 N/A 4 N/A 5 N/A 6 N/A 7 N/A 8 N/A 9 N/A 10 $ 957,870 11 N/A 12 N/A 13 N/A 14 N/A 15 N/A 16 N/A 17 N/A 18 N/A 19 N/A 20 $ 630,273 21 N/A 22 N/A 23 N/A 24 N/A 25 N/A 26 N/A 27 N/A 28 N/A 29 N/A 30 $ 55,000 Amendment No. 1 To Solar Power Purchase Agreement, Dated March 20, 2018 Page 4 of 6 11. Exhibit 10, Seller and Purchaser Agreed Responsibilities, the table shall be stricken and replaced with: a. "Tree Removal/Trimming responsibilities: "Purchaser shall provide trimming and removal of such trees and bushes as necessary to prevent obstructions to the solar arrays that would reduce solar insolation." [Remainder of page left blank intentionally, Signature Page follows] Amendment No. 1 To Solar Power Purchase Agreement, Dated March 20, 2018 Page 5 of 6 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO SOLAR POWER PURCHASE AGREEMENT DATED MARCH 20, 2018 By and Between SolEd Solar Holdings V, LLC, a California Limited Liability Company ("Seller"), the managing member of which is SolEd Benefit Corp, a California Benefit Corporation, and the City of San Rafael, California ("Purchaser") By PURCHASER: City of San Rafael, California Signature: Printed Name: Jim Schutz Title: City Manager Date: j/f, (7 19 By SELLER: SolEd Solar Holdings V LLC By: SolEd Benefit Corp, Managing Member Sig re: ( Com✓ Printed Name: David W Kunhardt Title: CEO of SolEd Benefit Corp Date: 3 L Amendment No. 1 To Solar Power Purchase Agreement, Dated March 20, 2018 Page 6 of 6 vx RAFq�` 1 yo �'TyWITH P�`y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Kevin McGowan Extension: 3389 Contractor Name: SolEd Solar Holdings V LLC Contractor's Contact: David Kunhardt Contact's Email: David Kunhardt <david@sol-ed.com> ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City Click here to Attorney c/o Laraine.Gittens@cityofsanrafael.org enter a date. ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. ❑ b. Confirm insurance requirements, create Job on Click here to PINS, send PINS insurance notice to contractor enter a date. ❑ 3 Department Director Approval of final agreement form to send to 3/15/2019 ® _BG_ contractor 4 Project Manager Forward three (3) originals of final agreement to 3/15/2019 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 4/2/2019 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City I l lc► BG fad Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed J agreement 8 City Attorney Review and approve insurance in PINS, and bonds L1 SI� / / 9 44JI (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and I Lpp forwards copies to Project Manager I