HomeMy WebLinkAboutPW 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
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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: 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