HomeMy WebLinkAboutPW 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
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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
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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