HomeMy WebLinkAboutPW 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.
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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
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I 0/3/2018
10/3/2018
10/4/2018
NI A
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10/0/Jr
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REVIEWER (Initials)
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