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PW Solar Power Purchase Agreement; Amendment 2AMENDMENT NO. 2 TO SOLAR POWER PURCHASE AGREEMENT DATED MARCH 20, 2018 THIS AMENDMENT NO. 2 to Solar Power Purchase Agreement is entered into this 16th day of September, 2019, by and between SolEd Solar Holdings V LLC, a California Limited Liability Company ("Seller"), the managing member of which is Exergy Energy LLC, a Delaware Limited Liability Company, and the City of San Rafael, California ("Purchaser") and together with Seller, each a Party, and together, "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 circumstances requiring more costly equipment to be utilized in the proper construction of the intended solar energy facility, and for the facilitation of Seller's obligations under the Original Agreement, Purchaser and Seller wish to amend certain substantive provisions in the Original Agreement; 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: 1) Two new sub -paragraphs shall be added to immediately follow Exhibit 4, Section 4(a), as follows: i) For any cash prepayments made by Purchaser to Seller prior to commencement of energy deliveries under the Original Agreement and all its amendments, if any, the Purchaser shall receive a credit on each Monthly Invoice that is equal to the amount of the cash prepayment divided by 360. ii) Purchaser agrees to make a cash prepayment to Seller in the amount of Thirteen Thousand Dollars ($13,000.00) on the date that the solar energy facility achieves mechanical completion, as defined by the Engineering, Procurement & Construction firm listed in Attachment B of Exhibit 4. 2) In consideration for Purchaser's agreement to make a cash prepayment, as discussed above, Seller shall offer to Purchaser the opportunity to acquire the solar energy facility prior to the end of the contracted Term at the values listed in the following table. Therefore Exhibit 4, Attachment A shall be stricken and replaced with: Amendment No. 2 to Solar Power Purchase Agreement Dated March 20, 2018 Page 1 of 3 �I-�--1L4� Exhibit 4 Attachment A Early Buyout and Termination Payment Amounts Contract Year City Hall 1 1,110, 425 2 1,110, 425 3 1,110, 425 4 1,110, 425 5 1,110, 425 6 1,079,914 7 1,049,403 8 1,018,892 9 988,381 10 957,870 11 925,110 12 892,351 13 859,591 14 826,831 15 794,072 16 761,312 17 728,552 18 695,792 19 663,033 20 630,273 21 572,746 22 515,218 23 457,691 24 400,164 25 342,637 26 285,109 27 227,582 28 170,055 29 112,527 30 55,000 After Year 30 Fair Market Value [Remainder of page left blank intentionally, Signature Page follows] Amendment No. 2 to Solar Power Purchase Agreement Dated March 20, 2018 Page 2 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 2 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 Exergy Energy LLC, a Delaware Limited Liability Company, and the City of San Rafael, California ("Purchaser"). By: PURCHASER: City of San Rafael California Signature: Printed Name: _ Jim Schutz Title: City Manager Date: q— 2(—(? By: SELLER: SolEd Solar Holdings V, LLC By: Exergy Energy LLC, Managing Member Signature: Printed Name: David H. Kurzman Title: Chief Financial Officer, Exergy Energy LLC Amendment No. 2 to Solar Power Purchase Agreement Dated March 20, 2018 Page 3 of 3 vx RAFq�` a 2 yo ,TY WITH t' 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: Hunter Young Extension: 3408 Contractor Name: SolEd Solar Holdings V, LLC Contractor's Contact: David Kurzman Contact's Email: kurzman@exergyenergy.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 STEP RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT Project Manager a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 N/A x❑ BG b. Email contract (in Word) and attachments to City 9/16/2019 City Attorney Attorney c/o Laraine.Gittens@cityofsanrafael.org x❑ BG 2 a. Review, revise, and comment on draft agreement 9/19/2019 ❑x LG and return to Project Manager b. Confirm insurance requirements, create Job on N/AX❑ LG PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 9/19/2019 ❑X BG contractor 4 Project Manager Forward three (3) originals of final agreement to 9/19/2019 ❑x BG contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X 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 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 9/23/2019 ❑X HY Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds g12� City Manager/ Mayor (for Public Works Contracts) 9 Agreement executed by City Council authorized Gj City Clerk official 10 Attest signatures, retains original agreement and R forwards copies to Project Manager