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Trade Secret
<br />Purchase Agreement
<br />208.250 kW DC Monocrystalline350W,
<br />166.50 kW AC SolarEdge SE33k 480V 3Ph Inverter(s),
<br />SolarEdge P730 Power Optimizers & Unirac, PanelClaw (or
<br />equivalent) Ballasted Racking @ approximately 10°
<br />Xcel Photovoltaic Credit Rider Tariff
<br />This PURCHASE AGREEMENT (this "Agreement"),
<br />dated July 13, 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, MN
<br />55419 ("Seller"), and City of Roseville, a Minnesota City, whose
<br />principal place of business is located at 2660 Civic Center Drive,
<br />Roseville, MN 55113 ("Customer"). Seller and Customer are
<br />sometimes also referred to in this Agreement jointly as "Parties", or
<br />individually as a "Party".
<br />RECITALS
<br />A. Seller sells and installs grid -tied photovoltaic solar electric
<br />systems (the "Energy System") and Customer desires to
<br />purchase and install an Energy System on the Installation
<br />Location described above (the "Site" or "Real Property"), and
<br />B. Seller has or will apply for the Tariff (as described below) on
<br />behalf of Customer for the Project (defined below) and after the
<br />Tariff is secured for the Project by the Customer's executing
<br />Utility Agreements (defined below) required to receive the
<br />Tariff, will install the Energy System, in accordance with the
<br />terms and conditions set forth in this Agreement.
<br />C. Whereas, the Customer will, in connection with this Agreement,
<br />enter into a Facility Lease Agreement (the "Facility Lease
<br />Agreement") with Green2 Solar Leasing, LLC ("Tenant")
<br />pursuant to which Tenant leases, operates and maintains the
<br />Customer's Energy System, and
<br />D. Whereas, the Customer will, in connection with this Agreement,
<br />enter into a Power Purchase Agreement (the "Power
<br />Purchase Agreement") with Tenant pursuant to which Tenant
<br />will sell 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. Contingency. The Parties performance under this
<br />Agreement is contingent on the Customer's Project
<br />eligibility to receive the Standby Service Tariff (as defined
<br />below).
<br />2. Services. After the Project has secured the Tariff in
<br />accordance with Section 9, Seller will, at its expense, perform
<br />electrical engineering on the Energy System, perform structural
<br />engineering on the Site to verify it is adequate to support the
<br />Energy System, provide and install an Energy System of
<br />208.250 kW DC (+/- 0.10 kWDC) on the Site, and perform
<br />Energy System commissioning (the "Project"). The Energy
<br />System will consist of the Energy System components
<br />identified on Schedule A (the "System Components") and the
<br />Project's design documents (the "Design Documents").
<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 Completion
<br />(as defined below).
<br />4. Purchase and Sale: Installation Costs and Payment Terms.
<br />Seller agrees to sell and Customer agrees to purchase the
<br />Customer /
<br />Owner
<br />City of Roseville
<br />Installation
<br />Location
<br />2661 Civic Center Drive, Roseville, MN 55113
<br />XcelPremise#
<br />303534506
<br />Energy System and the services provided for hereunder for a
<br />total cost of $470594.82 (the "Installation Cost"). The
<br />Installation Costforthe Projectwill be paid in full netfifteen (15)
<br />days after its Final Project Completion date, except in the event
<br />that Customer has entered into an Installment Sale Finance
<br />Agreement or a Facility Lease Agreement with Seller's
<br />affiliates, in which case the terms of those agreements will
<br />govern payment of the Installation Cost.
<br />5. Customer's Representations and Responsibilities.
<br />a. Customer represents either (i) that the Site is owned by
<br />Customer, or an affiliated entity that has common
<br />ownership with Customer, as described in Schedule B.
<br />b. The individual listed in Schedule B is authorized to act on
<br />behalf of Customer.
<br />c. Customer will, at least two weeks before the Final Project
<br />Completion date for the Project, provide either a wireless
<br />internet connection or a RJ45 Internet outlet at the
<br />electrical room for connecting the Energy System's web -
<br />based monitoring equipment. If Customer does not
<br />provide the foregoing, Seller may, at its election, provide
<br />this service to assure internet service is available for
<br />Energy System monitoring on the Final Project Completion
<br />date. If Seller provides the foregoing service, a separate
<br />fee will be invoiced to Customer for this service of $250.00.
<br />6. Seller's Representations and Responsibilities.
<br />a. Seller will provide all System Components, labor,
<br />equipment, supplies and services necessary to install the
<br />Energy System and the System Components at the Site in
<br />accordance with the "Scope of Work" described in
<br />Schedule C.
<br />b. Seller will perform all services in compliance with all
<br />applicable laws, rules, regulations, governmental
<br />approvals and permits, including all applicable agreements
<br />with, and tariffs of, the local utility (collectively, "Applicable
<br />Requirements").
<br />Installation Plan. Customer and Seller will work together to
<br />develop a proposed work plan and schedule for the installation
<br />of the Project (the "Schedule"). If events arise which make
<br />meeting the Schedule impractical, such as availability of
<br />equipment and other reasonable delays, Seller will notify
<br />Customer of the same as soon as reasonably possible, and the
<br />Parties will adjust the Schedule accordingly. The Project will
<br />be completed when system witness test is performed for the
<br />Project, and the full Energy System is turned on and is capable
<br />and authorized under all Applicable Requirements to generate
<br />and deliver electric energy to Customer and the local utility's
<br />electrical grid at the Interconnection Point ("Final Project
<br />Completion"). Notwithstanding any delays, the anticipated
<br />date for Final Project Completion for the Project is
<br />Summer/Fall, 2018.
<br />8. Changes.
<br />a. It is the desire of the Parties to keep changes to the Project
<br />to a minimum. Either Party may initiate a change by
<br />
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