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Trade Secret
<br />Facility Lease Agreement
<br />39.960 kW DC SilfabSLG370M,
<br />40.00 kJV AC SolarEdge SE20k 480V 3Ph Inverter(s),
<br />SolarEdge P800 Power Optimizers & Unirac, Panelclaw
<br />(or equivalent) Ballasted Racking @ approximately 10°
<br />Xcel SolarRewards
<br />This FACILITY LEASE AGREEMENT (this
<br />"Agreement"), dated July 12, 2018, is between Green2 Solar
<br />Leasing, LLC, a Minnesota Limited Liability Company, whose
<br />principal place of business is located at 5810 Nicollet Avenue,
<br />Minneapolis, MN 55419 ("Tenant"), and City of Roseville, a
<br />Minnesota City, whose principal place of business is located at
<br />2660 Civic Center Drive, Roseville, MN 55113 ("Customer").
<br />The Tenant and Customer are sometimes also referred to in this
<br />Agreement jointly as "Parties", or individually as a "Party".
<br />RECITALS
<br />A. Customer is the owner or lessee of certain real property
<br />located at ** See Attached Installation Address
<br />Schedule (the "Site") presently used as a(an) Fire Station
<br />(the "Property"), and
<br />B. Tenant desires to lease from Customer, and Customer
<br />desires and is authorized to lease to Tenant, subject to the
<br />terms and conditions of this Agreement, a portion of the
<br />Property for the construction, operation and maintenance of
<br />a photovoltaic solar electric system ("Energy System")
<br />further described as the Project in that certain Purchase
<br />Agreement (the "Purchase Agreement") between
<br />Customer and Ideal Energies, LLC ("Seller") of even date
<br />herewith, and
<br />C. Customer has or will be the legal owner of the Energy
<br />System upon purchase from Ideal Energies, LLC, and
<br />Customer desires to lease the same to Tenant subject to
<br />the terms and conditions of this Agreement, and
<br />D. Tenant and Customer will, in connection with this
<br />Agreement, enter into a Power Purchase Agreement (the
<br />"Power Purchase Agreement") pursuant to which Tenant
<br />will sell power generated by the Energy System to the
<br />Customer, and
<br />E. For federal tax purposes, Customer and Tenant will treat
<br />this Agreement as a transfer of the ownership of the Energy
<br />System from Customer to Tenant, and
<br />F. The Tenant should be eligible to receive a Federal Tax
<br />Credit from the U.S. Treasury pursuant to the terms of this
<br />Agreement equal to 30% of eligible Installation Cost of any
<br />Energy System ("Tax Credit") that is put into service during
<br />2018 or 2019.
<br />AGREEMENT
<br />NOW, THEREFORE, in consideration of the foregoing
<br />Recitals, the mutual promises of the Parties hereto and for other
<br />good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, the Parties agree as follows:
<br />1. Contingency. The Parties performance under this
<br />Agreement is contingent on Final Project Completion
<br />(defined in the Purchase Agreement) occurring for the
<br />Customer/
<br />Owner
<br />City of Roseville
<br />Installation
<br />Location / Site
<br />** See Attached Installation Address Schedule
<br />Xcel Premise #
<br />** See Attached Installation Address Schedule
<br />Project in accordance with the terms of the Purchase
<br />Agreement.
<br />2. Lease of Energy System and Leased Space. Customer
<br />hereby leases to Tenant, and Tenant hereby leases from
<br />Customer the following: (a) the Energy System and (b) all
<br />roof/ground space required for the installation and
<br />operation of the Energy System on the Property ("Leased
<br />Space") as generally prescribed on the Plan View drawing
<br />included herewith as Schedule A, including rights to place
<br />wiring to the point of electrical interconnection. The Energy
<br />System and the Leased Space together constitute the
<br />leased property ("Leased Property"). The final As -Built
<br />Plan View drawing provided to Customer by Seller in its
<br />Operations Manual after Final Project Completion occurs is
<br />hereby incorporated into Schedule A of this Agreement by
<br />reference.
<br />3. Svstem Pavments. Tax Ownershi
<br />a. Installation Cost Payment. Tenant will pay
<br />Customer's Installation Cost (defined in the Purchase
<br />Agreement) for the Project on the respective date of
<br />Final Project Completion (defined in the Purchase
<br />Agreement).
<br />b. Transfer of Tax Ownership. The Parties shall treat
<br />the Energy System as having been sold to the Tenant
<br />for federal tax purposes in consideration of the
<br />payment(s) made under Section 3(a) above.
<br />4. Rebate. The Rebate, as defined in the Purchase
<br />Agreement, (the "Rebate") is irrevocably assigned to
<br />Tenant as additional consideration and will be treated by
<br />Tenant as a fee earned for services. In the event the actual
<br />Rebate received is greater or less than the expected
<br />Rebate described in the Purchase Agreement, there will be
<br />no adjustmentto the Rebate or the terms of this Agreement,
<br />and each Party waives its right to recover any surplus or
<br />deficiency from the other Party.
<br />5. Access to Leased Space. Customer grants to Tenant the
<br />right to access the Leased Space via reasonable route or
<br />routes over and across the Property upon reasonable prior
<br />notice to Customer. Customer will cooperate with Tenant
<br />to access the meter or any other part of the Energy System
<br />which is not located within the Leased Property.
<br />6. Permitted Use of Leased Space. During the Term (as
<br />defined below), Tenant shall have the exclusive right to use
<br />the Leased Space for the construction, installation,
<br />operation, maintenance, repair, replacement, relocation,
<br />reconfiguration, removal, alteration, modification,
<br />improvement, use and enjoyment of the Energy System
<br />(and other necessary and incidental uses for the operation
<br />of the Energy System) to fulfill Tenant's obligations under
<br />this Agreement and the Power Purchase Agreement (the
<br />"Permitted Uses"). Tenant may not erect any other
<br />facilities or use any other equipment on the Leased Space
<br />that is not expressly permitted under the terms of this
<br />
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