HomeMy WebLinkAboutAgr 2019-11-27 (Power Purchase Agreement) 440
Power Purchase Agreement ENERGY
Date: October 14,2019
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In Our PPA
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Tiburon Police Department West Parking Lot
1155 Tiburon Blvd, 1155 Tiburon Blvd,
Tiburon, CA 94920 Tiburon, CA 94920
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• At certain times,as specified in the agreement,you may purchase the • Energy Systems Development will remove the
System. See Exhibit 1 System at no cost to you.
• You can upgrade to a new System with the latest solar
technology under a new contract.
• You may purchase the System from Energy Systems
Development for its fair market value as specified in
the agreement.
• You may renew this agreement for up to twenty(20)
years in four(4)five(5)year increments.
1. Introduction. (d) Estimated Production. If(i)the System is shutdown for
more than seven(7)full twenty-four(24)hourdays
This Power Purchase Agreement(this"Power Purchase cumulatively during the Term because of your actions;
Agreement"or"PPA")is the agreement between TownofTburon or(ii)you take some action that significantly reduces the
(herdnafbr'Taam"or`pJ)and Energy Systems Development output of the System;(iii)you don't trim your bushes or
Corporation(together with its successors and assigns,"Energy trees to their appearance when you signed this PPAto
Systems Development"or"we"),covering the sale to you of avoid foliage growth from shading the System;or(iv)
the power produced by the solar panel system(the"System")we yourSystem is not reporting production to Energy
will install atthe property. The Systemand its place of
installation is depicted and described in Exhibit 4 attached
Systems Development(e.g.you havedisconnectedthe
to this Agreement. Energy Systems Development agrees to Monitoring system ortheinternetconnection atyour
selltoyou,and you agreeto buyfrom Energy Systems Sitegoesdownonthe reporting day),then Energy
Development,all of the power produced by the System. The Systems Developmentwill reasonablyestimatethe
System will be installed by Energy Systems Development at amount of powerthat would have been delivered to
the address you listed above(the"Property")This Power you during such System or reporting outages or
Purchase Agreement is eight(8)pages long and has up to four
(4)Exhibits.Energy Systems Development provides you with
reduced productionperiods("EstimatedProduction")
Buy Out Options that are detailed on Exhibit 1 The Limited and shall consider Estimated Production asactual
Warranty is attached as Exhibit 2. Insurance Requirements production for purposes of this paragraph. In the first
are attached as Exhibit 3. If you have any questions year of the Term,Estimated Production will be based
regarding this Power Purchase Agreement,please ask your on our production projections. Afterthefirstyearof
Energy Systems Development sales consultant. theTerm,Estimated Production will be based on
2. Term. historicaIproduction forthatmonth inthe prioryear.
Energy Systems Development agrees to sell you the power Ifwebill youforEstimated Production becauseyour
generated bythe System for 10years(120 months),plus,if the System is not reporting production to Energy
Interconnection Date is not on the firstdayofacalendar month, Systems Development,and we subsequently
the numberofdays left inthat partial calendarmonth. We refer determinethatwe have either overestimated or
to this period of time as the"Term."The Term begins on the underestimated the actual production,then we will
Interconnection Date. The"Interconnection Date"is the date
thatthe System is turned on and generating power.Energy adjustthe next bill downward(to refund overbilling)or
Systems Developmentwill notifyyou when yourSystem is upward(to make up for lost billing).Youwill notbe
ready to be turned on. charged for Estimated Production when the System is
3. Intentionally Left Blank. not producing electricity due to Energy Systems
Development'sfault,orifit'sduetogridfailureor
4. Power Purchase Agreement Payments;Amounts. poweroutages caused bysomeone otherthanyou.
(a) Power Price. During the first year of the term,you are 5. Power Purchase Agreement Obligations.
purchasing all of the powerthe System produces for$0.2284
perkWh.Afterthefirstyear,the price perkWh will increase (a) System,Site and Property
by 3.0%per year.There are no installation costs. Maintenance You agree to:
(b) Payments. (i) only have the System repaired pursuant to the
Your monthly payments will be the product of(A)the price per Limited Warranty and reasonably cooperate
kWh multiplied by(B)the actual kWh outputforthe calendar when repairs are being made;
month("Monthly Payments"). Invoices for Monthly Payments (ii) keep trees,bushes and hedges trimmed so
will be mailed oremailed no laterthan ten(10)days afterthe that the System receivesas much sunlight
end of calendarmonth.Monthly Payments could change as asitdidwhen Energy Systems
your price perkWh changes overthe Term ofthis PPAand as Development installed it;
System production varies(e.g.,summer has higher (iii) not modify your Site in a way that shades
production).You will have regular access to the System's the System;
production via your Energy Systems Development online
account. Payments due upon installation,if any,are due (iv) be responsible foranyconditions atyourSitethat
immediately priorto commencement of installation. affect the installation(e.g.,blocking access to the
roof,or removing a tree that is in the way,priorwork
(c) Payment Terms. All amounts due under this you have done on your Site that was not
Agreement shall be due and payable net forty five permitted);
(45) days from receipt of invoice.Any undisputed
portion of the invoice amount not paid within the (v) not remove any markings or identification tags on
the System;
forty five (45) day period shall accrue interest at
the annual rate of 12 percent(12%) (but not to (vi) permit Energy Systems Development,afterwe give
exceed the maximum rate permitted by law). you reasonable notice,to inspect the System for
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proper operation aswe reasonably determine Agreement.
necessary; (A) Policy Provisions. All insurance policies
(vii) notdo anything,permit or allow to exist any provided hereunder shall (i) contain a provision
condition or circumstance that would cause the whereby the insurer agrees to give the party not
System not to operate as intended at the providing the insurance thirty(30) days (ten (10)
Property; days in the event of non-payment of premiums)
(viii) notify Energy Systems Development if you think written notice before the insurance is cancelled,
the System is damaged or appears unsafe;ifthe or terminated, (ii) be written on an occurrence
System is stolen;and priorto changing your basis, iii) be maintained with companies either
powersupplier; rated no less than A-VII as to Policy Holder's
(ix) maintain and make available,at your cost,a Rating in the current edition of A.M. Best's
functioning indoorinternet connection with a Insurance Guide or otherwise reasonably
router,one DHCP acceptable to the other party.
enabled Ethernet port with internet access and standard AC (B) Certificates. Prior to commencements of the
power outlet close enough and free of interference to enable work under this Agreement, Energy Systems
an internet-connected gateway provided by Energy Development shall deliver to the Town
Systems Development to communicate wirelessly with the certificates of insurance evidencing the above
system's inverter(typicallythisis80feet,but maydependon required coverage. The Town's receipt, review
site conditions). See section 2(c)of the Limited Warranty for or acceptance of such certificates shall in no
details;and way limit or relieve Energy Systems
Development of the duties and responsibilities to
(x) if your Site is governed by a Site owner's association or maintain insurance as set forth in this
similar community organization,obtain all approvals and Agreement.
authorizations forthe System required bythat organization (C) Deductibles. Unless and to the extent that a
and advise us of any requirements of that organization that claim is covered by an indemnity set forth in this
will otherwise impactthe System,its installation or Agreement, Energy Systems Development shall
operation. be responsible for the payment of its own
(b) System Construction, Repair, Insurance and deductibles.
Energy Systems Development's obligations:
Energy Systems Developmentagreesto:
(i) schedule the installation of the System at a mutually (c) Site Renovations orRepairs
convenient date and time; If you wanttomake any repairs orimprovementstothe Property
(ii) construct the System according to written plans you that could interfere with the System(such as repairing the roof
review and approve; where the System is located),you may only remove and replace
(iii) provide you with a web-enabled meterto accurately the System pursuanttothe Limited Warranty.
measure the amount of powerthe System delivers to (d) Taxes
you; Your Energy Systems Development electricity rate of
(iv) notify you if the System design has to be materially $0.2284 perkWh is composed of an electricity rate of
changed so that you can review any such changes; $0.2284 plus current taxes of$0.0000.You agree to
(v) clean up after ourselves during the construction of the pay any changes in the applicable taxes related to this
System; PPA.Thus,if tax rates change,your Energy Systems
(vi) payment the System against all damage or loss unless Development electricity rate will change to reflect this rate
(A)that damage or loss is caused by your gross change.If this PPA contains a purchase option at the end
negligence;or(B)that damage or loss is caused by ball oftheTerm,you agree to pay any applicabletax on the
strikes;or(C)you intentionally damage the System; purchase price forthe System. You also agree to pay as
invoiced any applicable personal property taxes on the
(vii) repair the System pursuant to the Limited Warranty and System that your local jurisdiction may levy.
reasonably cooperate with you when scheduling repairs;
(viii) create a priority stream of operation and maintenance (e) No Alterations
payments to provide enough cash flow in our financing You agree thatyou will not make any modifications,
transactions to payforthe Limited Warranty obligations and improvements,revisions or additions to the System ortake
the repair and maintenance of the System in anyotheraction thatcould void the Limited Warranty on
accordance with this PPA even if Energy Systems the System without Energy Systems Development's prior
Development ceases to operate; written consent. If you make any modifications,
(ix) not put a lien on your Site or Property; and improvements,revisions or additions to the System,
(x) At all times during the Term of the Agreement, Energy they will become part of the System and shall be Energy
Systems Development shall maintain insurance
Systems Development's property.
meeting the requirements in Exhibit 3 to this (f) Access to the System
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(i) You grant to Energy Systems Development and arising from(i)Energy Systems Development's engineering
its employees,agents and contractorsthe right and onsite construction and maintenance activities,except
to reasonably access all of the Property as to the extent of Town's negligence or willful misconduct,
necessary forthe purposes of(A)installing, and(ii)any infringement of patents or the improper use of
constructing,operating,owning,repairing, other proprietary rights by Energy Systems Development or
removing and replacing the System ormaking its employees or representatives or contractors that may
any additions to the System or installing occur in connection with performance of Energy Systems
complementary technologies on or about the Development's obligations under this Agreement or
location of the System; ownership and use of the System.This Section 5(h)
(B)enforcing Energy Systems Development's however,shall not apply to liability arising from any form of
rights as to this Power Purchase Agreement and hazardous substances or other environmental
the System;(C)installing, using and maintaining contamination,such matters being addressed exclusively
electric lines and inverters and meters,necessary by Section 5(i).
to interconnectthe System to your electricsystem (h) Notice and Participation in Third Party Claims.
atthe Property and/ortothe utility's electric The Indemnified Party shall give the Indemnifying
distribution system;or(D)taking any other Party written notice with respect to any Liability
action reasonably necessary in connection with asserted by a third party(a "Claim"), as soon as
installing,constructing,operating,owning, possible upon the receipt of information of any
repairing, removing and replacing the System. possible Claim or of the commencement of such
This access right shall continue for up to ninety Claim. The Indemnifying Party may assume the
(90)days afterthis Power Purchase Agreement defense of any Claim, at its sole cost and
expires to provide Energy Systems expense, with counsel designated by the
Development with time to remove the System at Indemnifying Party and reasonably satisfactory to
theend of the Power Purchase Agreement. the Indemnified Party. The Indemnified Party may,
Energy Systems Development shall provide however, select separate counsel if both Parties
you with reasonable notice of its need to access are defendants in the Claim and such defense or
the Property whenever commercially other form of participation is not reasonably
reasonable. available to the Indemnifying Party. The
(ii) During the time that Energy Systems Indemnifying Party shall pay the reasonable
Development has access rights you shall attorneys'fees incurred by such separate counsel
ensure that its access rights are preserved and until such time as the need for separate counsel
shall not interfere with or permit any third expires. The Indemnified Party may also, at the
party tointerfere with such rights or access. sole cost and expense of the Indemnifying Party,
You agreethat the System is not a fixture,but assume the defense of any Claim if the
Energy Systems Development has the right to Indemnifying Party fails to assume the defense of
file any UCC-1 financing statement or fixture the Claim within a reasonable time. Neither Party
filing that confirms its interest in the System. shall settle any Claim covered by this Section 5(h)
(g) Indemnity unless it has obtained the prior written consent of
the other Party, which consent shall not be
Each Party shall defend, indemnify and hold harmless unreasonably withheld or delayed. The
the other, its affiliates and its affiliates'directors,officers, Indemnifying Party shall have no liability under this
shareholders,partners, members, agents and Section 5(h)for any Claim for which such notice is
employees(collectively,the"Indemnified Parties"),from not provided if that the failure to give notice
and against all loss,damage, expense, liability and other prejudices the Indemnifying Party.
claims, including court costs and reasonable attorneys'
fees(collectively, "Liabilities")resulting from any third (i) Environmental Indemnification. In addition to the
party actions relating to the breach of any representation obligations set forth above, Energy Systems
or warranty made in this Agreement,and from injury to or Development shall indemnify,defend and hold harmless
death of persons, and damage to or loss of property to all of Town's Indemnified Parties from and against all
the extent caused by or arising out of the negligent acts Liabilities arising out of or relating to the existence at,
or omissions of,or the willful misconduct of,the on, above, below or near the Premises of any
Indemnifying Party(or its contractors, agents or Hazardous Substance(as defined in Section 5(i)(i)to
employees)in connection with this Agreement;provided, the extent deposited, spilled or otherwise caused by
however,that nothing herein shall require the Energy Systems Development or any of its contractors
Indemnifying Party to indemnify the Indemnified Party for or agents.Town shall indemnify, defend and hold
any Liabilities to the extent caused by or arising out of harmless all of Energy Systems Development's
the negligent acts or omissions of, or the willful Indemnified Parties from and against all Liabilities
misconduct of,the Indemnified Party. Notwithstanding arising out of or relating to the existence at, on, above,
the foregoing, Energy Systems Development shall be below or near the Premises of any Hazardous
responsible to indemnify,defend and hold harmless Substance, except to the extent deposited, spilled or
Town and Town's Indemnified Parties for Liabilities
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otherwise caused by Energy Systems Development association orsimilarcommunity organization,your
or any of its contractors or agents. Each Party shall receiptofall approvalsand authorizations for the
promptly notify the other Party if it becomes aware of System required by that organization and advising us
any Hazardous Substance on or about the Premises of any requirements of that organization that will
generally or any deposit, spill or release of any otherwise impact the System,its installation or
Hazardous Substance. operation.
Energy Systems Development may terminate this
(i) "Hazardous Substance"means any chemical,waste Power Purchase Agreement without liability if,in its
or other substance (a)which now or hereafter reasonablejudgment,anyofthe above listed
becomes defined as or included in the definition of conditions(i)through(vii)will not be satisfied for
"hazardous substances,""hazardous wastes," reasons beyond its reasonable control. Once
"hazardous materials,""extremely hazardous wastes," Energy Systems Development starts installation,
"restricted hazardous wastes,""toxic substances," however,it may notterminate this Power Purchase
"toxic pollutants,""pollution,""pollutants,""regulated Agreement foryourfailure to satisfy conditions
substances,"or words of similar import under any (i)through (vii)above.
laws pertaining to the environment, health, safety or (b) Amendments.
welfare, (b)which is declared to be hazardous,toxic,
or polluting by any Governmental Authority, (c) The System's initial estimated production is setforth
exposure to which is now or hereafter prohibited, in this PPA.After System design,theestimated
limited or regulated by any Governmental Authority, production is likely to change and we will share
(d)the storage, use, handling,disposal or release of those changes with you prior to installation. If the
which is restricted or regulated by any Governmental estimated production increases ordecreasesby
Authority, or(e)for which remediation or cleanup is more than twentypercent(20%),wewill document
required by any Governmental Authority. that change in an amendment.
6. Conditions Prior to Installation of the System;Change You authorize Energy Systems Development to
Orders, make corrections to the utility paperwork to
(a) Energy Systems Development's obligation to install the conform to this PPA or any amendments to this
System and sell you the powerit produces is conditioned PPA we both sign.
on the following items having been completed to its 7. Warranty.
reasonable satisfaction: YOU UNDERSTANDTHATTHESYSTEM IS
(i) completion of(A)the engineering site audit(a WARRANTED SOLELY UNDER THE LIMITED
thorough physical inspection of the Property, WARRANTY ATTACHED AS EXHIBIT 2,AND THAT
including,ifapplicable,geotechnical work),(B) THERE ARE NO OTHER REPRESENTATIONS OR
the final System design,and(C)real estate due WARRANTIES,EXPRESS OR IMPLIED,AS TO THE
diligence to confirm the suitability of the MERCHANTABILITY,FITNESS FORANY PURPOSE,
Propertyforthe construction,installation and CONDITION, DESIGN, CAPACITY, SUITABILITY OR
operation oftheSystem; PERFORMANCE OFTHE SYSTEM OR ITS
(ii) approvalofthis Power Purchase Agreement by INSTALLATION.
one of Energy Systems Development's 8. Transfer.
financing parties;
(iii) your meeting the applicable credit score; Energy Systems Development will assign this PPAto one of
(iv) confirmation ofrebate,taxcreditand its financing partners. You agreethatEnergy Systems
renewable energy credit payment availability in Development may assign,sell ortransferthe System and
the amount used to calculate the Monthly this Power Purchase Agreement,or any part of this Power
Payments set forth in this Power Purchase Purchase Agreement or the exhibits,without your consent.
Agreement; This assignmentdoes not change Energy Systems
Development's obligation to maintain and repair your System
(v) confirmation that Energy Systems as set forth in the Warranty.
Developmentwill obtain all applicable benefits
referred to in Section 9;
9. Ownership of the System;Tax Credits and Rebates.
(vi) receipt of all necessary zoning,land use and
building permits;and You agree that the System is Energy Systems Development's
(vii) completion of any renovations,improvements personal property under the Uniform Commercial Code. You
or changes reasonably required at your Site or understand and agree that this PPAis nota contracttosell orlease
on the Property(e.g.,removal of tree or the System to you.
necessary roof repairs to enable us to safely Energy Systems Development owns the System for all purposes,
install the System). including any data generated from the System.You shall at all
times keep the System free and clear of all liens,claims,levies
(viii) if your Site is governed by a Site owners and legal processes not created by Energy Systems Development,
Page 5 of 18
and shall at your expense protect and defend Energy Systems and return them to us at least one(1)month priorto the end
Development against the same. ofthe PPA. In the event thatyou do notagreetothe new
YOU UNDERSTANDANDAGREETHATANYANDALLTAX Monthly Payments this PPA shall expire by its terms on the
CREDITS,INCENTIVES,RENEWABLE ENERGY CREDITS, termination date.
GREENTAGS,CARBON OFFSETCREDITS,UTILITY REBATES 12. Selling Your Site.
OR ANY OTHER NON-POWER ATTRIBUTES OF THE SYSTEM
ARE THE PROPERTY OFAND FOR THE BENEFIT OF (a) If you sell your Site you can:
ENERGY SYSTEMS DEVELOPMENT,USABLEAT ITS SOLE (i) Transfer this Power Purchase Agreement
DISCRETION.ENERGY SYSTEMS DEVELOPMENT SHALL and the Monthly Payments
HAVETHE EXCLUSIVE RIGHTTO ENJOYAND USE ALL If the person buying your Site meets Energy
SUCH BENEFITS,WHETHERSUCH BENEFITS EXIST NOW Systems Development's credit requirements,then
OR IN THE FUTURE. YOU AGREE TO REFRAIN FROM where permitted by the local utility,the person
ENTERING INTO ANYAGREEMENT WITH YOUR UTILITY buying your Site can sign a transfer agreement
THAT WOULD ENTITLE YOUR UTILITY TO CLAIM ANY SUCH assuming all of your rights and obligations under
BENEFITS.YOU AGREE TO REASONABLY COOPERATE this Power Purchase Agreement.
WITH ENERGY SYSTEMS DEVELOPMENT SO THAT IT MAY (ii) Move the System to Your New Site
CLAIM ANY TAX CREDITS, RENEWABLE ENERGY
CREDITS,REBATES,CARBON OFFSET CREDITS OR Where permitted bythe utility(s),the System can
ANY OTHER BENEFITS FROM THE SYSTEM.THIS be moved to your new Site pursuant toSection 4
MAY INCLUDE TO THE EXTENT ALLOWABLE BYLAW, ofthe Limited Warranty.You will need to provide the
ENTERING INTO NET METERING AGREEMENTS, same rights to Energy Systems Developmentas
INTERCONNECTION AGREEMENTS,AND FILING provided for in this PPA and provide any third party
RENEWABLE ENERGY/CARBON OFFSET CREDIT consentsorreleases required by Energy Systems
REGISTRATIONS AND/OR APPLICATIONS FOR REBATES Developmentin connection with the substitute
FROM THE FEDERAL,STATE OR LOCAL GOVERNMENT ORA premises.
LOCAL UTILITY AND GIVING THESE TAX CREDITS, (iii) Prepay this Power Purchase Agreementand
RENEWABLE ENERGY/CARBON CREDITS,REBATES OR Transfer only the Use of the System
OTHER BENEFITS TO ENERGY SYSTEMS DEVELOPMENT. Atanytime during the Term,you can prepaythis Power
Purchase Agreement in full by paying Energy Systems
Development the expected remaining payments
10. Purchasing the System Priorto the End of the Term. (estimated future production during therestoftheTerm
In addition to purchasing the System at the end of the Term,you multiplied bythe average kWh rate during the rest of the
have the option to purchase the System priorto the end of the Term)ata five percent(5%)discount rate.The person
Term asdetailedbelow.Toexercise this option you mustbein buying your Site will only need to sign atransferagreement
goodstanding underthis Power Purchase Agreement and you to assume your rights and non-Monthly Payment
need to give us at least one(1)month's,but not more than three obligations underthis PPA.The System stays at your Site,
(3)months'priorwritten notice.You can purchase this System: the person buying your Site does not make any Monthly
Payments and has only to complywith the non-Monthly
(i) on the ta(10)yearanniversaryofthebeginning of Payment portions of this PPA.
the Term and every annual anniversary after the ten (iv) Purchase the System(see Section 10)
(10)year anniversary;and
(ii) if Energy Systems Development ever ceases its (b) YouagreetogiveEnergy Systems Developmentat
operations. leastfifteen(15)daysbut not more than three(3)
months priorwritten notice if you want someoneto
Ineachof(i)and(ii)above,the price you will pay forthe System assume your PPAobligations. In connection with
will be the System's fair market value("FMV").A third party this assumption,you,your approved buyer and Energy
independent appraisermayberetained tocompute the Systems Development shall execute a written
System's FMV,subject to the terms of the Buy Out Options transfer of this PPA.
described in Exhibit 2 to this Agreement.Energy Systems
Development's maintenance and repair obligations underthe (c) If you sell yourSite and can't complywith anyof
Limited Warranty(Exhibit 2)will continue when you purchase the the options in subsection(a)above,you will be in
System until what would have been the end of the originalTerm. default under this Power Purchase Agreement.
11. Renewal. If you are in compliance with your PPA,you Section 12(a)includes a Site sale by your estate or
have the option to renew your PPA for up to twenty(20) heirs.
years in four(4)five(5)year renewal periods. We will
send you renewal forms three(3)months priorto the (d) Free Assumability.This agreement is free of any restrictions
expiration of the Term,which forms shall set forth the new thatwould preventtheSite owner from freely transferring their
Monthly Payments due under the renewal PPA,based on Site("Property").Energy Systems Developmentwill not
our assessment of the then currentfairmarketvalueofthe prohibitthe sale,conveyance orrefinancingofthe Property.
System.If you want to renew,complete the renewal forms Energy Systems Development may choose to file in the real
Page 6 of 18
estate records a UCC-1 financing statement("Fixture against such policy)The provisions of this Section shall
Filing")that preserves their rights in the System.The Fixture apply whether such liability arises in contract,tort(including
Filing is intended onlytogive notice of its rights relating to negligence),strict liability or otherwise.
the System and is not a lien or encumbrance against the Energy Systems Development's Actual Damages Owed by
Property.Energy Systems Development shall explain the Town. Except for indemnification of third party claims
Fixture Filing to any subsequent Towns of the Property pursuant to Section 5(g-i), (which in no event shall be
and any related lenders as requested.Energy Systems construed to include claims for lost tax credits or any other
Development shall also accommodate reasonable requests economic loss by any of Energy Systems Development's
from lenders or title companies to facilitate a purchase, investors,clients, partners, members or affiliates)
financing or refinancing of the Property. notwithstanding any provision herein to the contrary(if any),
(e) EXCEPTASSETFORTHINTHIS SECTION,YOU WILL Town's aggregate liability under this Agreement shall not
NOTASSIGN,SELL,PLEDGE OR INANYOTHERWAY exceed the amounts set forth in Section 16(h).
TRANSFER YOUR INTEREST IN THE SYSTEM OR THIS
PPA WITHOUT OUR PRIOR WRITTEN CONSENT,WHICH
SHALL NOT BE UNREASONABLY WITHHELD. 15. Default.
You will be in default underthis Power Purchase Agreement if any
13. Loss or Damage.
one of the following occurs:
(a) you fail to make any payment when it is due and such
(a) Unless you are grossly negligent,you intentionally damage the failure continues for a period of thirty(30)days;
System,ordamage orlossto the System iscaused byball
strikes,Energy Systems Development will bear all of the risk (b) you fail to perform any material obligation that you
of loss,damage,theft,destruction orsimilaroccurrenceto have undertaken in this PPA(which includes doing
any orall of the System. Exceptas expressly provided in this somethingyou have agreed not to do,like alterthe
PPA,no loss,damage,theft or destruction will excuse you System)and such failure continues for a period of
from your obligations under this PPA,including Monthly fourteen(14)days after written notice;
Payments. (c) you have provided any false or misleading financial or
(b) If there is loss,damage,theft,destruction or a similar other information to obtain this Power Purchase
occurrence affecting the System,and you are not in default of Agreement;
this PPA,you shall continue to timely make all Monthly (d) you assign,transfer,encumber,sublet or sell this PPA
Payments and pay all other amounts due under the PPA and, or any part of the System without Energy Systems
cooperate with Energy Systems Development,at Energy Development's priorwritten consent;or
Systems Development's sole cost and expense,to have the
System repaired pursuant to the Limited Warranty. (e) you makes an assignment for the benefit of creditors,
admits in writing its insolvency,files or there is filed
14. Limitation of Liability, against you or it a voluntary petition in bankruptcy,
(a) No Consequential Damages is adjudicated bankrupt or insolvent or undertakes
. Neither Party nor its directors, officers, shareholders, or experiences any substantially similar activity.
partners, members, agents and employees 16. Remedies in Case of Default.
subcontractors or suppliers shall be liable for any If this Power Purchase Agreement is in default,we may take
indirect, special, incidental,exemplary, or consequential anyone ormoreofthe following actions. If the law requires
loss or damage of any nature arising out of their ustodo so,wewillgive you notice and wait any period of
performance or non-performance hereunder even if time required before taking any of these actions. We may:
advised of such
(b) Actual Damages (a) terminate this PPA;
(b) take any reasonable action to correct your default orto
Town's Actual Damages Owed by Energy Systems prevent ourloss;;
Development. Except for indemnification of third party
claims pursuant to Section 5(g-i), Energy Systems (c) require youto return the System or make it available
Development's aggregate liability under this Agreement to us in a reasonable manner;
arising out of or in connection with the installation, (d) proceed,by appropriate court action,to enforce
operation or performance of the System shall not exceed performance of this PPA and to recover damages
the higher of$5,000,000, subject to annual adjustment to for your breach;
reflect increases(but not decreases)in the applicable
Consumer Price Index for the region;or(ii)the maximum (e) disconnect,turn off ortake backthe System by legal
amount of insurance required to be maintained by Energy process orself-help,butwe maynotdisturbthe
Systems Development under this Agreement(regardless peace orviolatethe law;
of whether or not Energy Systems Development actually (f) report such non-operational status of the System to your
maintained such insurance policy,or other claims made utility, informing them that you are no longer net
Page 7 of 18
metering; The laws of the state where your Site is located shall govern this PPA
(g) charge you a reasonable reconnection fee for withoutgivingeffecttoconflict oflaws principles.
reconnectingthe System to yourutilityorturning 19. The Parties shall negotiate in good faith and
you rSystem back on afterwe disconnect or turnoff attempt to resolve any dispute arising out of this
the System due to your default; or Agreement for a period of at least thirty(30)days
(h) recoverfrom you(i)a payment equal to the purchase after one Party gives the other Party notice of a
price as setforth in this agreementplus(ii)all dispute requiring such negotiation. After such
taxes,late charges, penalties,interestand all or thirty(30)days,if the dispute is not resolved the
anyothersumsthenaccrued or due and owing;or Parties may but are not required to submit the
dispute to non-binding mediation and/or to binding
(i) use any other remedy available to us bylaw. or non-binding arbitration,or may pursue legal
17. System Removal;Return. action. Waiver.
At the end of the Term orthe termination ofthis PPA,if you have Any delay orfailureofaparty toenforce any ofthe
not renewed this PPA or exercised your purchase option(if any) provisions of this PPA,including but notlimited to any
and you have notdefaulted,then within ninety(90)days you remedies listed in this PPA,orto require performance by
agree to call Energy Systems Development at the telephone the other party ofany ofthe provisions of this PPA,shall not
number listed in Section 7 of Exhibit 2 to schedule a convenient be construed to(i)be a waiver of such provisionsora
time for Energy Systems Development to remove the System party's rightto enforce that provision;or(ii)affect the
from your Site at no cost to you. validity of this PPA.
18. Applicable Law;Dispute Resolution
20. Privacy/Publicity THIS PPA UNDER SECTION 23,YOU MAY ALSO CANCEL
THIS PPA AT NO COST AT ANY TIME PRIOR TO
You grant Energy Systems Development the right to COMMENCEMENT OF CONSTRUCTION ON YOUR SITE.
publicly use,display,share,and advertise the 24. Pricing
photographic images,Project details,price and any other
non-personally identifying information ofyourProject. The pricing in this PPA isvalid for60 days after 10/1/2019.If you
Energy Systems Development shall not knowingly release don'tsign this PPAand return itto us on orpriorto 60 days after
any personally identifiable information about you or any 10/1/2019,Energy Systems Development reserves the right to
data associating you with the Project location.You may reject this PPA unless you agree to ourthen current pricing.
opt-out of these publicity rights by giving us written notice
and mailing it to:Energy Systems Development Attention:
5420 Douglas Blvd Suite F Granite Bay Ca 95746. 1 have readthis PowerPurchaseAgreementand the Exhibits
in their entirety and I acknowledge that I have received a
21. Notices. complete copy of this Power Purchase Agreement.
All notices under this PPA shall be in writing and shall be
by personal delivery,facsimile transmission,electronic mail, Customer TOWN 0 TIBU N Approved as to Form:
overnight courier,or certified or registered mail,return receipt
requested.
22. Entire Agreement;Changes.
Signature:
:
7
This PPAcontainsthe parties'entire agreement regarding
the sale and purchase of powergenerated bythe System. Date:
There are no otheragreements regarding this PPA,
eitherwritten ororal.Any change to this PPA mustbe in
writing and signed by both parties. If any portion ofthis
PPA is determined to be unenforceable,the remaining Energy Systems Develo lent LLC:
provisions shall be enforced in accordance with their terms F
or shall be interpreted or re-written so as to make them
enforceable. Signature:
Sttar Chang
23. NOTICE OF RIGHT TO CANCEL.
YOU MAY CANCELTHIS CONTRACT ATANY TIM EPRIOR TO Date: November 252019
MIDNIGHT OFTHE THIRD BUSINESS DAY AFTER THE DATE
YOU SIGN THIS CONTRACT. ADDITIONAL RIGHTS TO
CANCEL.
IN ADDITION TO ANY RIGHTS YOU MAY HAVE TO CANCEL
Page 8 of 18
EXHIBIT 1
BUY OUT OPTIONS
After TEN(10)full years from the Actual Commercial Operation Date,Buyer may,
in its sole and discretion,buy the Generating Facilities and terminate this Agreement
without liability of any kind other than for previously-accrued obligations,and the Buyout
Payment.
Buyer may exercise this right on an annual basis by giving Seller notice at least ninety(90)days prior to the following anniversary of the Actual
Commercial Operation Date and paying the Seller the
Buyout Payment on or before the anniversary of the Actual Commercial Operation Date.
Buyout Payment:The Buyout Payment shall be the Chart below or fair market value,whichever is greater.
Chart B
PPA Purchase Option Chart
Year " Buy Out Transfer Fee Total
1 ;
2
3`!
4'
5
6
7`
8i
9 ':
10
11 $ 57,563 $ 1,000 $ 58,563
12 $ 50,863 $ 1,000 $ 51,863
13 $ 44,163 $ 1,000 $ 45,163
14 $ 37,463 $ 1,000 $ 38,463
15 $ 30,763 $ 1,000 $ 31,763
16 $ 23,856 $ 1,000 $ 24,856
17 $ 19,085 $ 1,000 $ 20,085
18 $ 15,268 $ 1,000 $ 16,268
19 $ 12,214 $ 1,000 $ 13,214
20 $ 9,771 $ 1,000 $ 10,771
21 1 I $ 7,817 $ 1,000 $ 8,817
22 $ 5,817 $ 1,000 $ 6,817
23 $ 3,817 $ 1,000 $ 4,817
24 $ 1,817 $ 1,000 $ 2,817
25 $ $ 1,000 $ 1,000
If Buyer does not agree with purchase price an independent appraiser shall be retained as described below:
(i)Within 30 days of the Buyer's delivery of notice provided under 2.3(a)above,Buyer and Seller shall confer and agree on an independent
appraiser with experience and expertise in the renewable energy sector.
(ii)If Seller and Buyer do not agree upon the appointment of an independent appraiser within such thirty(30)days,then at the end of such
period,Seller and Buyer shall notify each other in writing of their respective designation of three proposed independent appraisers.Seller and
Buyer shall each within five(5)Business Days of receipt of such notice strike two of the proposed independent appraisers designated by the
other party and shall provide notice of the same to the other party.The remaining two proposed independent appraisers shall,within two(2)
Business Days of the last-received notice,
select one of themselves to perform the valuation and provide notice thereof to Seller and Buyer.
(iii)Seller and Buyer shall each be responsible for payment of one-half of the costs and expenses of the independent appraiser
Page 9 of 18
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5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936
EXHIBIT 2
PERFORMANCE GUARANTEE AND LIMITED WARRANTY
1. INTRODUCTION
This Performance Guarantee and Limited Warranty(this"Limited Warranty")is Energy Systems Development's agreement to provide you
warranties on the System you are hosting pursuant to our PPA.The System will be professionally installed by Energy Systems Development at
the address you listed in the PPA.We will refer to the installation location as your"Property"or your"Site." This Limited Warranty begins when we
start installing the System at your Site. We look forward to helping you produce clean,renewable solar power at your Site.
2. LIMITED WARRANTIES
(a) Limited Warranties
Energy Systems Development warrants the System asfollows:
(i) System Warranty
During the entire Power Purchase Agreement Term,under normal use and service conditions,the System will be free from defects
in workmanship or defects in,or a breakdown of,materials or components(the"System Warranty");
(ii) Carport Warranty
The Carport System installation we will warrant under normal use and service conditions,the Carport will be free from defects in
workmanship or defects in materials or components(the"Carport Warranty")for a period of 10 years;and
(iii) Repair Promise
During the entire Power Purchase Agreement Term,Energy Systems Developmentwill honorthe System Warranty and will
repairorreplace any defective part,material or component or correct any defective workmanship,at no cost or expense to you
(including all labor costs),when you submit a valid claim to us under this Limited Warranty. If we damage your Site,your belongings
or your Property we will repairthe damage we cause or pay you forthe damage we cause as described in Section 6.Energy
Systems Development may use new or reconditioned parts when making repairs or replacements.Energy Systems Development
may also,at no additional cost to you,upgrade or add to any part of the System to ensure that it performs according to the
guarantees set forth in this Limited Warranty. Cosmetic repairs that do not involve safety or performance shall be made at Energy
Systems Development's discretion.
(b) Warranty Length
(i) The warranties in Sections 2(a)(i)and 2(a)(iii)above will startwhen we begin installing the System at yourSite and continue
through the entire Power Purchase Agreement Term.Thus,for as long as you hostthe System from Energy Systems Development
under a PPA,you will have a System Warranty and our Repair Promise.
(ii) The Carport Warranty Period may be shorter than the System Warranty,as described in Section 2(a)(ii)above.
(iii) If you have assumed an existing PPA,or purchased the System during the Term of your PPA,then this Limited Warranty will cover
you for the remaining balance of the existing PPA Term.
(c) Performance Warranties and Guarantee
(i) Performance Guarantee
Energy Systems Development guarantees that during the Power Purchase Agreement Term the System will operate within
manufacturer's specifications and if it does not that Energy Systems Development will repair or replace any defective part and
restore System performance.
(ii) Solar Monitoring
During the Power Purchase AgreementTerm,we will provide you at no additional cost ou rSolar Mon ito ring Service("Monitoring").
Monitoring is non-proprietarymonitoring system designed and installed by Energy Systems Developmentthat captures and displays
historical energy generation data over an Internet connection and consists of hardware located on site and software hosted by Energy
Systems Development.If your System is not operating within normal ranges,Monitoring will alert us and we will remedy any material issues
promptly.
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(iv) Output Warranty
The System's rated electrical output during the first ten(10)years of the Power Purchase Agreement Term shall not decrease by more
than fifteen percent(15%).
(d) Maintenance and Operation
(i) General
When the System is installed,Energy Systems Developmentwill provide you with a SolarOperation Manual.This Manualprovides you
with System operation instructions,answers to frequently asked questions,troubleshooting tips and service information. Energy Systems
Development will perform all required System maintenance,
(ii) Monitoring
Monitoring requires a high speed Internet line to operate.Therefore,during the Power Purchase Agreement Term,you agree to maintain
the communication link between Monitoring and the System and between Monitoring and the Internet. You agree to maintain and make
available,at your cost,a functioning indoor internet connection with a router,one DHCP enabled Ethernet port with internet access and
standard AC power outlet close enough and free of interference to enable an internet-connected gateway provided by Energy Systems
Developmentto communicate wirelessly with the system's inverter(typicallythis is 80 feet,but may depend on site conditions). This
communication link must be a 10/100 Mbps Ethernet connection that supports common Internet protocols(TCP/IP and DHCP).If you do
not have and maintain a working high speed Internet line we will not be able to monitorthe System and provideyouwitha
performance guarantee orprovide Monitoring.Further,if Monitoring is not operational,Energy Systems Developmentwillbe
required to estimate your power usage asset forth in the PPA.
(e) Making a Claim;Transferring this Warranty
(i) Claims Process
You can make a claim by:
A. emailing us at the email address in Section 7 below;
B. writing us a letter and sending it overnight mail with a well-known service;or
C. sending us a fax at the number in Section 7 below.
(ii) Transferable Limited Warranty
Energy Systems Development will accept and honor any valid and properly submitted Warranty claim made during any Term by any
person who either purchases the System from you or to whom you properly transfer the PPA.
(f) Exclusions and Disclaimer
The limited warranties and guarantee provided in this Limited Warranty do not apply to any lost power production or any repair,replacement or
correction required due to the following:
(i) someone otherthan Energy Systems Development or its approved service providers installed,removed,re-installed or repaired
the System;
(ii) destruction or damage to the System or its ability to safely produce power not caused by Energy Systems Development or its approved
service providers while servicing the System (e.g., if a tree falls on the System we will replace the System per the Power Purchase
Agreement,but we will not repay you for power it did not produce);
(iii) yourfailure to perform,orbreach of,yourobligations underthe Power Purchase Agreement(e.g.,you modify oralterthe System);
(iv) your breach of this Limited Warranty,including your being unavailable to provide access or assistance to us in diagnosing or
repairing a problem;
(v) any Force Majeure Event(as defined below);
(vi) shading from foliage that is new growth or is not kept trimmed to its appearance on the date the System was installed;
(vii) any system failure or lost production not caused by a System defect(e.g.,the System is not producing power because it has been
removed to make roof repairs or you have required us to locate the inverter in a non-shaded area);
(viii) theft of the System(e.g.,if the System is stolen we will replace the System perthe Power Purchase Agreement,but we will not
repay you for the power it did not produce);and
Page 11 of 18
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(ix) damage or loss to the System due to ball strikes.
This Limited Warranty gives you specific rights,and you may also have other rightswhich vary from state to state.This Limited Warranty
does not warrant any specific electrical performance of the System otherthan that described above.
Snow or ice may accumulate on rooftops and on solar panels during snow storms.Accumulated snow or ice may slide or fall,resulting in
property damage or bodily harm.If and when conditions safely allow you to remove accumulated snow or ice,you should do so to reduce
the likelihood of excess snow sliding or falling.
THE LIMITED WARRANTIES DESCRIBED IN SECTIONS 2(a)and(c)ABOVE ARE THE ONLY EXPRESS WARRANTIES MADE BY
ENERGY SYSTEMS DEVELOPMENT WITH RESPECT TO THE SYSTEM. ENERGY SYSTEMS DEVELOPMENT HEREBY
DISCLAIMS,AND ANY BENEFICIARY OF THIS LIMITED WARRANTY H EREBY WAIVES,ANY WARRANTY WITH RESPECTTO ANY
COST SAVINGS FROM USING THE SYSTEM.
3. ENERGY SYSTEMS DEVELOPMENT'S STANDARDS
For the purpose of this Limited Warranty the standards for our performance will be(i)normal professional standards of performance within the solar
photovoltaic power generation industry in the relevant market;and(ii)Prudent Electrical Practices. "Prudent Electrical Practices"means those
practices,as changed from time to time,that are engaged in or approved by a significant portion of the solar power electrical generation industry
operating in the United States to operate electric equipment lawfully and with reasonable safety,dependability,efficiency and economy.
4. SYSTEM REPAIR, RELOCATION OR REMOVAL
(a) Re air.You agree that if(i)the System needs any repairsthata re notthe responsibility of Energy Systems Development underthis
Limited Warranty,(ii)the system needs to be removed and reinstalled to facilitate remodeling of your Site or(iii)the system is being
relocated to another Site you own pursuant to the Power Purchase Agreement,you will have Energy Systems Development,or another
similarly qualified service provider,at your expense,perform such repairs,removal and reinstallation,or relocation.
(b) Return.If at the end of the Term you wa ntto return the System to Energy Systems Development underSection 17 of the P PA then
Energy Systems Developmentwillremovethe System at no cost to you. Energy Systems Development will remove the posts,
waterproof the post area is reasonably possible to its original condition before the System was installed(e.g.ordinary wear and tear and
color variances due to manufacturing changes are excepted).. You agree to reasonably cooperate with Energy Systems Development in
removing the System including providing necessary space,access and storage,and we will reasonably cooperate with you to schedule
removal in a time and manner that minimizes inconvenience to you.
5. FORCE MAJEURE
If Energy Systems Development is unable to perform all or some of its obligations underthis Limited Warranty because of a Force Majeure Event,
Energy Systems Development will be excused from whatever performance is affected by the Force Majeure Event,provided that:
(a) Energy Systems Development,as soon as is reasonably practical,gives you notice describing the Force Majeure Event;
(b) Energy Systems Development's suspension of its obligations is of no greater scope and of no longerduration than is required by the
Force Majeure Event(i.e.,when a Force Majeure Event is over,we will make repairs);and
(c) No Energy Systems Development obligation that arose before the Force Majeure Event that could and should have been fully
performed before such Force Majeure Event is excused as a result of such Force Majeure Event.
"Force Majeure Event"means any event,condition or circumstance beyond the control of and not caused by Energy Systems Development's fault
or negligence. It shall include,without limitation,failure or inte rru ption of the production,delivery or acceptance ofpower due to:an act ofgod;
war(declaredor undeclared);sabotage;riot;insurrection;civil unrest or disturbance;military orguerilla action;terrorism;economic sanction or
embargo;civil strike,workstoppage,slow-down,orlock-out;explosion;fire;earthquake;abnormal weathercondition oractionsofthe
elements;hurricane;flood;lightning;wind;drought;the binding order of any governmental authority(provided that such order has been resisted in
good faith by all reasonable legal means);the failure to acton the partof any governmental authority(provided thatsuch action has beentimely
requested and diligently pursued);unavailability of power from the utility grid,equipment,supplies or products(but not to the extent that any such
availability of any of the foregoing results from Energy Systems Development's failure to have exercised reasonable diligence);power orvoltage
surge caused by someone otherthan Energy Systems Development including a grid supply voltage outside of the standard range specified by
your utility;and failure of equipment not utilized by Energy Systems Development or under its control.
6. LIMITATIONS ON LIABILITY
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ESD Sotar Power Purchase Agreement 2017 version
5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936
(a) No Consequential Damages
YOU MAY ONLY RECOVER DIRECT DAMAGES INCLUDING THOSE AMOUNTS DUE PURSUANT TO SECTIONS 2(c)AND 6(C)
UNDERTHIS LIMITED WARRANTY,AND IN NO EVENTSHALL ENERGY SYSTEMS DEVELOPMENTOR ITSAGENTS OR
SUBCONTRACTORS BE LIABLE TO YOU ORYOURASSIGNS FOR SPECIAL,INDIRECT,PUNITIVE,EXEMPLARY,INCIDENTALOR
CONSEQUENTIAL DAMAGES OF ANY NATURE.SOMESTATES DO NOTALLOWTHE EXCLUSION OR LIMITATION OF
INCIDENTALOR CONSEQUENTIAL DAMAGES,SOTHEABOVE LIMITATION MAY NOTAPPLYTO YOU.
(b) Limitation of Duration of Implied Warranties
ANY IMPLIED WARRANTIES,INCLUDING THE IMPLIED WARRANTIES OF FITNESS FORA PARTICULAR PURPOSEAND
MERCHANTABILITYARISING UNDER STATE LAW,SHALL IN NO EVENTEXTEND PASTTHE EXPIRATION OFANYWARRANTY
PERIOD IN THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
LASTS,SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(c) Limit of Liability
Notwithstanding any other provision of this Limited Warranty to the contrary,Energy Systems Development's total liability arising out of
relating to this Limited Warranty shall in no event:
(i) For System Replacement: exceed the greater of(a)the sum of the Monthly Payments over the Term of the Power Purchase Agreement
and(b)the original cost of the System;and
(ii) For damages to your Site,Belongings and Property: Except for indemnification of third party claims pursuant to Section 5(g-i)
of the Agreement,Energy Systems Development's aggregate liability under this limited warrranty arising out of or in
connection with the installation,operation or performance of the System shall not exceed the higher of$5,000,000,subject
to annual adjustment to reflect increases(but not decreases)in the applicable Consumer Price Index for the region;pr(ii)the
maximum amount of insurance required to be maintained by Energy Systems Development under this Agreement(regardless
of whether or not Energy Systems Development actually maintained such insurance policy,or other claims made against such
policy)The provisions of this Section shall apply whether such liability arises in contract,tort(including negligence),strict
liability or otherwise.
7. NOTICES
All notices underthis Limited Warranty shall be made in the same manner asset forth in the Power Purchase Agreement to the addresses listed
below:
TO ENERGY SYSTEMS DEVELOPMENT:
Energy Systems Development LLC
4120 Douglas Blvd. Suite 306-360
Granite Bay Ca 95746
Telephone:916-772-4936
Facsimile: 916-880-5698
Email: STU@ESDevelop.com
TO YOU: At the billing address in the Power Purchase Agreement or any subsequent billing address you give us.
8. ASSIGNMENT AND TRANSFER OF THIS LIMITED WARRANTY
Energy Systems Development may assign its rights or obligations underthis Limited Warranty to a third party without your consent,provided that
any assignment of Energy Systems Development's obligations underthis Limited Warranty shall be to a party professionally and financially
qualified to perform such obligation. This Limited Warranty protects onlythe person who hosts the System. Your rights and obligations underthis
Limited Warranty will be automatically transferred to any person who purchases the System from you or to whom you properly transfer the Power
Purchase Agreement.This Limited Warranty contains the parties'entire agreement regarding the limited warranty of the System.
Page 13 of 18
ESD Solar Pourer Purchase Agreement 2017 version
5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936
Exhibit 3
Insurance Requirements
Energy Systems Development shall comply with the insurance requirements in this Exhibit 3 and shall furnish the
Town with a certificate of insurance prior to commencement of Work under this contract as evidence of the
following insurance obtained at Energy Systems Development's expense, applicable to all operations under the
Power Purchase Agreement. Coverage shall be subject to Town's approval and shall be written with companies
authorized to do business in the state in which the project is located with a minimum AM Best's Rating of"A-VII"
or better and acceptable to Town (however, worker's compensation insurance provided by the California State
Compensation Insurance Fund shall be permitted), and shall be provided for the coverages and minimum
amounts described below:
1. Worker's Compensation Insurance as required by statute and Employer's Liability with limits not less than
$1,000,000 for bodily injury by each accident; and $1,000,000 bodily injury by disease-policy limit; and
$1,000,000 bodily injury by disease of each employee.
2. Commercial General Liability insurance as provided under the Insurance Services Office form CG 00 01 or
equivalent, without restriction for explosion, collapse, and underground property damage hazards, and
shall provide at least thefollowing:
a. Contractual Liability
b. Products &Completed Operations
C. Employees as Insureds
d. No restriction for subsidence
e. Personal Injury Liability
f. The minimum limits of liability shall be:
2,000,000 General Aggregate
2,000,000 Products & Completed Operations Aggregate 1,000,000 Each occurrence
1,000,000 Personal Injury
50,000 Fire Damage, Any One Fire
5,000 Medical Payments, Each Person
g. Liability Insurance shall be written to cover all claims incurred during the term of this Agreement
or out of any work performed pursuant to the Agreement, regardless of when such claim shall
be first made against Town and/or Energy Systems Development. Claims-Made coverage
forms are not acceptable for the Commercial General Liability coverage requirement herein.
h. Products and Completed Operations Insurance shall be maintained for the statutory period
applying to claims arising out of the Work and, at a minimum, for period of ten (10) years after
"Substantial Completion" (defined as the date of first operation of the system). Energy Systems
Development shall continue to furnish evidence of such coverage to Town on an annual basis
during the aforementioned period.
3. Comprehensive Automobile Liability Insurance including coverage for all owned, hired and non-owned
automobiles, trucks, trailers and semi-trailers, including but not limited to machinery or apparatus
attached thereto, with limits not less than the following:
$1,000,000 Per occurrence, Bodily Injury and Property Damage Liability.
4. Excess Liability in excess of Commercial General Liability, Owned/Non-Owned/Hired Auto Liability, and
Employers Liability, with limits of at least:
Page 14 of 18
ESD Solar Power Purchase Agreement 2017version
5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936
2,000,000 Each occurrence
2,000,000 Aggregate
5. Additional Insured. Town, and such affiliates of Town as may reasonably be requested, and their
respective directors, officers, employees and agents shall be included as additional insureds under the
Commercial General Liability, Commercial Auto Liability and Excess Liability policies carried by Energy
Systems Development for ongoing and completed operations. The additional insured coverage shall not
include any special limitations on the scope of protection afforded to Town or any of the other additional
insureds. Town shall be provided with copies of the endorsements to the policies confirming such
inclusion as additional insured.
6. Primary & Non-Contributory. All policies carried by Energy Systems Development shall be endorsed to
state their coverage shall apply on a primary basis, with any insurance carried by the Town or its affiliates
being excess and not contributing with respect to the policies affording additional insured coverage.
7. Entire amount of any Deductible and/or Self-Insured Retention under any policy required of or carried by
Energy Systems Development shall be the responsibility of and paid by Energy Systems Development
unless recoverable under an indemnity clause.
8. Within thirty days after execution of this Agreement and upon Town's request annually thereafter, Energy
Systems Development shall deliver to Town true and correct copies of all certificates of insurance
evidencing such coverage in a form acceptable to Town and with the endorsement. These certificates
shall specify that Town shall be given at least thirty days prior written notice by the insurer in the event of
any material modification, cancellation or termination of coverage. Such insurance shall be primary
coverage without right of contribution from any insurance of Town. Should any such policy of insurance
be cancelled or changed, Energy Systems Development agrees to immediately provide Town true and
correct copies of all new or revised certificates of insurance
9. CONTRACTOR REQUIREMENTS. Energy Systems Development shall require that all contractors and
Subcontractors secure and maintain at their own expense, insurance coverage applicable to their
operations under the Agreement as determined by Energy Systems Development; provided, any such
insurance coverage that differs from coverage Energy Systems Development is required to provide under
this Schedule shall be subject to Town's approval in its reasonable discretion.
Page 15 of 18
ESD Solar Power Purchase Agreement 2017 version
5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936
Exhibit 4
System Description
Install 58.24 KW System
Powers Steel Semi Cantilever Carport
182 @ 320 W REC N Peak black Panels
Solar Edge Optimizers
Solar Edge Inverters
Plans to be approved by the Town and attached
Page 16 of 18
ESD Solar Power Purchase A?reement 2017 version
5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936
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ESD Solar Power Purchase Ag eement 2.017version
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Page 18 of 18
ESD Sotar Power Purchase hgreement 2017 version
5420 Douglas Blvd Suite F Granite Bay Ca. 95746 T(916)772-4936