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Trade Secret
<br />Purchase Agreement
<br />39.960 <W DC SilfabSLG370M,
<br />40.00 k\N AC SolarEdge SE20k 480V 3Ph Inverter(s),
<br />SolarEdge P800 Power Optimizers & Unirac, Panelclaw
<br />(or equivalent) Ballasted Racking @ approximately 100
<br />Xcel SolarRewards
<br />This PURCHASE AGREEMENT (this "Agreement"),
<br />dated July 12, 2018 is between IDEAL ENERGIES, LLC, a
<br />Minnesota Limited Liability Company, whose principal place of
<br />business is located at 5810 Nicollet Avenue Minneapolis, MIN
<br />55419 ("Seller"), and City of Roseville, a Minnesota City,
<br />whose principal place of business is located at 2660 Civic
<br />Center Drive, Roseville, MIN 55113 ("Customer"). Seller and
<br />Customer are sometimes also referred to in this Agreement
<br />jointly as "Parties", or individually as a "Party".
<br />RECITALS
<br />A. Seller sells and installs grid connected photovoltaic solar
<br />energy systems and Customer desires to purchase and
<br />install the Energy System (defined below) at the installation
<br />location described above (the "Site"), and
<br />Customer I
<br />Owner
<br />City of Roseville
<br />Installation
<br />Location I Site
<br />See Attached Installation Address Schedule
<br />Xcel Premise#
<br />See Attached Installation Address Schedule
<br />3. Title and Risk of Loss. Title and risk of loss for the Energy
<br />System will pass to Customer upon its Final Project
<br />Completion (defined below).
<br />4. Purchase and Sale: Installation Costs and Payment
<br />Terms. Seller agrees to sell and Customer agrees to
<br />purchase the Energy System and the services provided for
<br />hereunder for a total cost of $137500.00 (the "Installation
<br />Cost"). The Installation Cost for the Project will be paid in
<br />full net fifteen (15) days after its Final Project Completion
<br />date, except in the event that Customer has entered into an
<br />Installment Sale Finance Agreement or a Facility Lease
<br />Agreement with Seller or Seller's affiliates, in which case
<br />the terms of those agreements will govern payment of the
<br />Installation Cost.
<br />5. Customer's Representations and Responsibilities.
<br />B. Seller will provide and install a 39.960 kW DC (+/- 0.10 kW a. Customer represents that the Site is owned by
<br />DC) Energy System at the Site (the "Energy System") in Customer or an affiliated entity that has common
<br />accordance with this Agreement, and ownership with Customer as described in Schedule B.
<br />C. Seller has or will apply for the Rebate (defined below) on
<br />behalf of Customer for the Energy System, and after the
<br />Rebate is secured for the Project (defined below), will install
<br />the Energy System, in accordance with the terms and
<br />conditions set forth in this Agreement, and
<br />D. The Customer will, in connection with this Agreement, enter
<br />into a Facility Lease Agreement (the "Facility Lease
<br />Agreement") with Green2 Solar Leasing, LLC ("Tenant")
<br />pursuant to which the Tenant will lease, operate and
<br />maintain the Customer's Energy System.
<br />E. The Customer will, in connection with this Agreement, enter
<br />into a Power Purchase Agreement (the "Power Purchase
<br />Agreement") with Tenant pursuant to which Tenant will sell
<br />power generated by the Energy System to Customer.
<br />AGREEMENT
<br />NOW, THEREFORE, for valuable consideration, the
<br />receipt of which is hereby acknowledged, the Parties agree as
<br />follows
<br />1 . Contingenc . The Parties performance under this
<br />Agreement is contingent on the Customer's Project
<br />securing the Rebate (defined below) for the Energy
<br />System.
<br />2. Services. After the Project has secured a Rebate, if
<br />available, Seller will, at its expense, perform electrical
<br />engineering on the Energy System, perform structural
<br />engineering on the Site to verify it is adequate to support
<br />the Energy System (the "Design Documents"). Seller will
<br />provide and install a 39.960 kW DC (+/- 0.10 kW DC)
<br />Energy System on the Site and perform Energy System
<br />commissioning (the "Project"). The Energy System will
<br />consist of the Energy System components identified on
<br />Schedule A (the "System Components") and the Project
<br />Design Documents.
<br />b. The individual listed in Schedule B is authorized to act
<br />on behalf of Customer.
<br />c. Customer will, at least two weeks before the Final
<br />Project Completion date for the Project, provide either
<br />a wireless internet connection or a RJ45 internet outlet
<br />at the electrical room for connecting the Energy
<br />System to web -based monitoring equipment. if
<br />Customer does not provide the foregoing, Seller may,
<br />at its election, provide this service to assure internet
<br />service is available for Energy System monitoring on
<br />the Final Project Completion date for the Project. If
<br />Seller provides the foregoing service, a separate fee
<br />will be invoiced to Customer for this service of $250.00.
<br />d. If required by the applicable Rebate program,
<br />Customer will participate in energy audits to identify
<br />additional energy savings opportunities.
<br />6. Seller's Representations and Responsibilities.
<br />a. Seller will provide all System Components, Design
<br />Documents, labor, equipment, supplies and services
<br />necessary to install the Energy System at the Site in
<br />accordance with the "Scope of Work" described in
<br />Schedule C.
<br />b. Seller will perform all services in material compliance
<br />with applicable laws, rules, regulations, governmental
<br />approvals and permits, including all applicable
<br />agreements with, and tariffs of, the local utility
<br />(collectively, "Applicable Requirements").
<br />Installation Plan: Final Proiect ComDletion. Customer
<br />and Seller will work together to develop a proposed work
<br />plan and schedule for the installation of the Project (the
<br />"Schedule"). If events arise which make meeting the
<br />Schedule impractical, such as availability of equipment and
<br />other reasonable delays, Seller will notify Customer of the
<br />same as soon as reasonably possible, and the Parties will
<br />adjust the Schedule accordingly. The Project is completed
<br />
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