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Trade Secret
<br />Put and Call 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 100
<br />Xcel SolarRewards
<br />This PUT AND CALL 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 />Tenant and Customer are sometimes also referred to in this
<br />Agreement jointly as "Parties", or individually as a "Party".
<br />Customer/
<br />Owner
<br />City of Roseville
<br />Installation
<br />** See Attached Installation Address
<br />Location / Site
<br />Schedule
<br />Xcel Premise #
<br />** See Attached Installation Address
<br />location described above (the "Site") and as described as
<br />Schedule
<br />date as the Parties may agree in writing (the "Put Closing
<br />Date"). The Put Price shall be paid by Customer to Tenant
<br />in cash on the Put Closing Date. Each Party shall remain
<br />liable for any obligations arising under the Facility Lease
<br />prior to the Put Closing Date. Notwithstanding the
<br />foregoing, an invoice provided by Tenant to Customer
<br />stating the Project and its Put Price, and Customer's
<br />payment of the same satisfies the requirements of this
<br />Section.
<br />RECITALS
<br />3. Call of Tenant's Interest. For a period of nine (9) months
<br />beginning the day following the last day of the Put
<br />A. Customer is the purchaser of a photovoltaic solar electric
<br />Period (the "Call Period") for the Project, Customer shall
<br />system (the "Energy System") located at the installation
<br />have the right and option to purchase all, but not less than
<br />location described above (the "Site") and as described as
<br />all, of Tenant's Interest in the Energy System installed
<br />the Project in the Purchase Agreement between Customer
<br />pursuant to that Project (the "Call"). Customer may
<br />and Ideal Energies, LLC ("Seller") of even date herewith
<br />exercise the Call by delivering notice of exercise of such
<br />(the "Purchase Agreement"), and
<br />option to Tenant during the Call Period. If exercised,
<br />B. Tenant is the lessee of the Energy System and associated
<br />Customer shall be obligated to purchase, and Tenant shall
<br />rights under the Facility Lease Agreement with Customer
<br />be obligated to sell, all of the Interest owned by Tenant. The
<br />(the "Facility Lease") of even date herewith, and Tenant
<br />purchase price for the Interest pursuant to the Call shall be
<br />sells the Energy System generated from the Energy System
<br />an amount equal to the fair market value (the "Fair Market
<br />pursuant to a Power Purchase Agreement with Customer
<br />Value Price") of such Interest as agreed by the Parties and
<br />(the "Power Purchase Agreement") of even date herewith
<br />if no agreement is possible, then by an independent
<br />(Tenant's interests in the Facility Lease and Power
<br />qualified appraiser selected by the Customer and the cost
<br />Purchase Agreement is referred to herein as an "Interest"),
<br />of which is paid for by the Tenant (the "Call Price"). The
<br />and
<br />Parties agree, for the Project, that a reasonable method of
<br />establishing the Fair Market Value Price is to use a
<br />C. The Parties hereto now desire to enter into this Agreement
<br />discounted cash flow value of Tenant's power purchase
<br />to set forth the terms and conditions upon which Tenant has
<br />income less expenses remaining under the Power
<br />an option to put its Interest(s) to the Customer and upon
<br />Purchase Agreement and Facility Lease Agreement as of
<br />which Customer has an option to call Tenant's Interest(s)
<br />the Call Date. As of the date hereof, the Parties believe that
<br />from Tenant.
<br />a discount rate of 15% is reasonable and agree that the
<br />AGREEMENT
<br />Parties will use foregoing method in determining the Fair
<br />Market Value and resulting Call Price. The date of the Call
<br />NOW, THEREFORE, in consideration of the foregoing
<br />closing shall be thirty (30) days following delivery of the
<br />Recitals, the mutual promises of the Parties hereto and for other
<br />notice of exercise of the Call, or such earlier date as the
<br />good and valuable consideration, the receipt and sufficiency of
<br />Parties may agree in writing (the "Call Closing Date"). The
<br />which hereby are acknowledged, the Parties hereby agree as
<br />Call Price shall be paid by Customer to Tenant in cash on
<br />follows:
<br />the Call Closing Date. Each Party shall remain liable for
<br />1. Contingency. The Parties performance under this
<br />any obligations arising under the Facility Lease for the
<br />Agreement is contingent on Final Project Completion
<br />Energy System prior to the Call Closing Date.
<br />(as defined in the Purchase Agreement) occurring for
<br />4. Obligations following exercise of Put or Call.
<br />the Project in accordance with the terms of the
<br />Purchase Agreement.
<br />a. Tenant. After the transfer and assignment of the
<br />Interest for the Energy System installed pursuant
<br />2. Put of Tenant's Interest. Commencing on the thirteen
<br />to the Project, pursuant to the Put or Call, Tenant
<br />(13) year anniversary of the Final Project Completion
<br />shall have no further obligations in connection with
<br />date for the Project, and for a period of three (3) months
<br />that Interest.
<br />thereafter (the "Put Period"), Tenant shall have the right
<br />and option to require Customer to purchase all, but not less
<br />b. Customer. After the transfer and assignment of
<br />than all, of Tenant's Interest the Energy System installed
<br />the Interest pursuant to the Put or Call for the
<br />pursuant to that Project (the "Put"). Tenant may exercise
<br />Energy System installed pursuant to a Project,
<br />the Put by delivering notice of exercise of such option in
<br />Customer shall make, if not already paid, the
<br />writing to Customer during the Put Period. If exercised,
<br />Power Payments described in Schedule A of the
<br />Tenant shall be obligated to sell, and Customer shall be
<br />Power Purchase Agreement between the Parties
<br />obligated to purchase, all of the Interest owned by Tenant.
<br />of even date herewith beginning with the month
<br />The purchase price for any Interest shall be $1.00 (the "Put
<br />after that Project's Final Project Completion date
<br />Price"). The date of the Put closing will be thirty (30) days
<br />through and including the month of the Project's
<br />following the notice of exercise of the Put, or such earlier
<br />Put or Call Closing date. Customer is not
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