HomeMy WebLinkAboutAgr 2015-10-21 (Belvedere-Tiburon Joint Recreation Committee)AMENDMENT TO TOWN OF TIBURON LEASE OF DAIRY KNOLL
BUILDING TO THE BELVEDERE TIBURON JOINT
RECREATION COMMITTEE
This Amendment ("Amendment") to the Town of Tiburon Lease of Dairy Knoll Building to the
Belvedere Tiburon Joint Recreation Committee ("Agreement") is entered into on October ,
2015, by and between the TOWN OF TIBURON, a municipal corporation (the "Town") and the
BELVEDERE-TIBURON JOINT RECREATION COMMITTEE (the "BTJR").
RECITALS
1. The Town and BTJR entered into the Agreement on December 1, 2012, whereby the Town
leased certain real property situated in the Town of Tiburon and located at 600 Ned's Way in
Tiburon, California on which the Town constructed Dairy Knoll, a building of approximately
4800 square feet, adjacent parking lot and associated improvements ("Facility"); and
2. Paragraph 7 of the Agreement states that "BTJR shall not, without the Town's prior written
consent, make any alterations, improvements or additions in or about the Facility except for
nonstructural work that does not exceed $2,000.000 in cost;" and
3. BTJR desires to enter into a contract with American Solar, whereby American Solar will
install SunPower solar panels ("Solar Panels") on the Facility at no cost to BTJR ("Solar
Contract"); and
4. The Town and BTJR desire to amend the Agreement to provide BTJR with the authority to
enter into the Solar Contract and to require BTJR to indemnify and hold harmless the Town
for any claims, damages, costs, and/or expenses created by the Solar Contract and/or the
installation of the Solar Panels on the Facility.
AMENDMENT TO AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Town and BTJR
hereby enter into this Amendment, which modifies and amends the Agreement as follows:
1. Amendment. The Agreement is hereby modified and amended as follows:
1.1. Amendment to Section 4.C. Section 4.0 is hereby amended to read as
follows:
"C. Beginning with the Occupancy Date and continuing for the term of
the Agreement pursuant to Section 2, Town shall be responsible only for
maintenance of the Facility's exterior landscaping and for major building
repair and maintenance, such as roof repair and replacement and structural
and HVAC system repairs. In the event that the Solar Contract or the
installation of the Solar Panels directly or indirectly increases the Town's
expenses for maintenance or repairs as required under this Section,
including, without limitation, the maintenance or repair of the affected
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portion of roof, the BTJR will be solely responsible for paying any such
increased costs or expenses. The BTJR shall require in the Solar Contract
that American Solar shall provide the Town with a warranty for the roof
work associated with installation suitable in form and substance to the
Town Attorney prior to installation.
1.2. Amendment to Section 7. Section 7 is hereby amended to read as follows:
"7. Alterations; Improvements. The BTJR shall not, without the Town's
prior written consent, make any alterations, improvements or additions in
or about the Facility except for nonstructural work that does not exceed
$2,000.00 in cost. As a condition to giving any such consent, the Town
may require the BTJR to remove any such alterations, improvements, or
additions at the expiration of the term pursuant to Section 2 and to restore
the premises to their prior condition by giving the BTJR thirty (30) days
written notice prior to the expiration of the Agreement. Unless the Town
requires their removal as set forth above, all alterations, improvements or
additions which are made on the Facility by the BTJR shall become the
property of the Town and remain upon and be surrendered with the
Facility at the expiration of the term pursuant to Section 2. Any damage
to the Facility caused by said removal shall be repaired at the BTJR's sole
cost. The BTJR shall give the Town advance notice of the
commencement of any planned alteration, so that the Town, at its option
may post a Notice of Non -Responsibility to prevent potential liens against
the Town's Interest in the Facility. The Town may also require the BTJR
to provide the Town with lien releases from any contractor performing
work on the Facility.
A. The Town grants the BTJR permission to enter the Solar Contract
and to install Solar Panels on the Facility. The Solar Panels shall
become the sole property of the Town and remain upon and be
surrendered with the Facility at the expiration of the Term
pursuant to Section 2.
B. The Solar Contract and the Solar Panels shall be the sole
responsibility and liability of the BTJR. The Town is not a party to
the Solar Contract and the BTJR is solely responsible for
compliance with the Solar Contract. At its sole election, the Town
may require the BTJR to deliver the Facility to the Town at the
expiration of the term pursuant to Section 2 unencumbered by the
Solar Contract.
C. The BTJR 's duty to indemnify, defend and hold the Town harmless,
as set forth in Section 9.B. of the Agreement, includes the duty to
indemnify, defend and hold the Town harmless against any and all
claims, damages and expenses (including, without limitation,
attorney fees), liabilities and judgments relating to or arising from
the Solar Contract or the Solar Panels.
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D. The BTJR's responsibility for utilities and services required for the
Facility, as set forth in Section 4.G. of the Agreement, includes all
costs associated with or related to the Solar Panels."
2. General Provisions.
2.1. Remainder Unchanged. Except as specifically modified and amended in
this Amendment, the Agreement remains in full force and effect and
binding upon the parties.
2.2. Integration. This Amendment consists of pages 1 through 3 inclusive,
which constitute the entire understanding and agreement of the parties and
supersedes all negotiations or previous agreements between the parties
with respect to all or any part of the transaction discussed in this
Amendment.
2.3. Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Amendment.
2.4. References. All references to the Agreement herein include all its
respective terms and provisions and this Amendment. All defined terms
utilized in this Amendment have the same meaning as provided in the
Agreement, unless expressly stated to the contrary in this Amendment.
IN WITNESS WHEREOF, the Town and BTJR do hereby agree to the full performance of the
terms set forth herein.
APPROVED AS TO FORM: TOWN OF TIBURON
By: r �`By:
Town Manager
Town Attorney
APPROVED AS TO FORM: BELVEDERE-TIBURON JOINT
RECREATION COMMITTEE
By: By:
Attorney for BTJR Chair, BTJR Committee
3
D. The BTJR's responsibility for utilities and services required for the
Facility, as set forth in Section 4.G. of the Agreement, includes all
costs associated with or related to the Solar Panels."
2. General Provisions.
2.1. Remainder Unchanged. Except as specifically modified and amended in
this Amendment, the Agreement remains in full force and effect and
binding upon the parties.
2.2. Integration. This Amendment consists of pages 1 through 3 inclusive,
which constitute the entire understanding and agreement of the parties and
supersedes all negotiations or previous agreements between the parties
with respect to all or any part of the transaction discussed in this
Amendment.
2.3. Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Amendment.
2.4. References. All references to the Agreement herein include all its
respective terms and provisions and this Amendment. All defined terms
utilized in this Amendment have the same meaning as provided in the
Agreement, unless expressly stated to the contrary in this Amendment.
IN WITNESS WHEREOF, the Town and BTJR do hereby agree to the full performance of the
terms set forth herein.
APPROVED AS TO FORM:
By:
Town Attorney
TOWN OF TIBURON
By:
Town Manager
APPROVED AS TO FORM: BELVEDERE-TIBURON JOINT
RE '-- • TION - OMMI -
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Sy:1•
Chair, BT 'C A ee
oiW
Attorney for BTJR
3
TOWN OF TIBURON
1505 Tiburon Boulevard
Tiburon, CA 94920
STAFF REPORT
To:
From:
Subject:
Town Council Meeting
October 21, 2015
Agenda Item:
Mayor and Members of the Town Council
Office of the Town Manager
prkal
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Recommendation to Approve Lease Amendment to Authorize The Ranch to
Enter Into Contract to Place Solar Panels on the Roof of Dairy Knoll
Reviewed By: -IOW
W
BACKGROUND
The Ranch, formerly Belvedere -Tiburon Joint Recreation Committee, is seeking Town approval
to enter into a no -cost contract with American Solar for the placement of solar panels on the roof
of the Dairy Knoll building. Belvedere Councilmember and former mayor Bob McCaskill, a
member of The Ranch Board of Directors, headed up the process of reviewing options for
obtaining solar panels for the building, and strongly recommends approval for this approach,
which he feels is the most cost-effective option for the organization with benefits that will grow
over time. The Ranch Board of Directors has endorsed this approach.
The Ranch's occupancy of Dairy Knoll from the Town is governed by a lease which sets forth
terms, including a provision that The Ranch pays all utility costs. It also requires The Ranch to
seek permission prior to making any modifications to the building, hence this request from The
Ranch Board of Directors for authorization. If Council wishes to approve this request, Town
staff recommends it do through a lease amendment to specifically authorize this installation
and clarify that the Lease's existing provisions that The Ranch indemnify the Town with regard
to improvements would apply to it.
ANALYSIS
The Proposal
The proposed Power Purchase Agreement between The Ranch and American Solar calls for the
latter to install SunPower solar panels on Dairy Knoll at no cost to The Ranch. There are two
driving forces behind the use of this approach rather than simply purchasing and installing
solar panels: One is the need to finance or pay cash for solar panels, either of which would be a
financial challenge for The Ranch, and the other is that, as a non-profit, The Ranch cannot take
Town of Tiburon Staff Report Page 1 of 3
advantage of the ample tax credits available for solar energy systems. Working with a private
company resolves both of these issues. American Solar can use and pass through the tax credit
savings, and will install the panels at no cost, as it recoups its investment over time with the
power generated while still driving down the cost of energy The Ranch uses at Dairy Knoll.
The Agreement is detailed in Exhibits 1 and 2.
Lease Amendment
The proposed Lease Amendment (Exhibit 3) addresses two issues for the Town related to this
proposal: assuring the roof work is covered by an appropriate warranty (as the roof is the
ongoing responsibility of the Town), and reaffirming The Ranch responsibility for this
significant tenant improvement of a town building.
Roof. American Solar reports that it will engage a separate roofing company to "flash" the
installation and insure there no leaks or damage to the roof as a result of installation. The Lease
Agreement requires that the Town be provided with a warranty for the new roof work in a form
that is acceptable to the Town Attorney.
Responsibility. Since the solar agreement is for the benefit of The Ranch as the entity
responsible for utility use and payment, and the Town is not a party to the agreement, the Lease
Amendment clarifies that The Ranch will take full responsibility for compliance with the
agreement. It also contains a provision paralleling existing lease language regarding
modifications which states that The Ranch must return the building to the Town unencumbered
by the agreement, if that is the Town's choice at that time, in the unlikely event that The Ranch
ceases to be the building occupant in the future.
The substantive new language in the Lease Amendment is in italics. If approved by the Town
Council, the Lease Amendment and the authorization it provides will be effective upon The
Ranch's execution of it.
FINANCIAL IMPACT
There is no financial impact to the Town associated with authorizing The Ranch to place solar
panels on the Dairy Knoll building. In the unlikely event that the Town's lease with The Ranch
for the facility is terminated in the future, the Town would become successor to the panels or
could require The Ranch to remove them. The benefits of the Power Purchase Agreement
increase over time, so any financial impact in the future is expected to be positive for any
building occupant whether that is The Ranch or a successor tenant.
Town of Tiburon Staff Report Page 2 of 3
RECOMMENDATION
Staff believes the Dairy Knoll building is well-suited to the installation of solar energy panels,
that solar energy is art excellent choice for the environment when feasible and that this
approach has been carefully considered by The Ranch Board of Directors. Staff therefore
recommends that the Town Council:
Approve the attached Lease Amendment and authorize the Town Manager to execute
the Amendment upon approval and execution by The Ranch Board Chair.
Prepared by: Peggy Curran, Town Manager
Benjamin Stock, Town Attorney
Exhibits:
1. Summary of American Solar Proposal
2. American Solar Proposal
3. Lease Amendment
Town of Tiburon Staff Report Page 3 of 3
EXHIBIT NO.
Solar Power Purchase Proposal for the Ranch
• Power Purchase Agreement. The proposal is for what is known as a "Power Purchase
Agreement" ("PPA"). Since we are a nonprofit organization, we cannot take advantage of the
30% federal tax credit for solar panels if we buy solar panels. The solution to this problem for
nonprofits is what is known as a PPA, whereby the solar company installs solar panels on our
roof at no upfront cost to us. They then sell the energy produced by the panels to us (at a cost
lower than we currently pay to the utility companies). We sign a 20 year agreement to pay for
the energy produced by the panels. At the end of 20 years, we can purchase the panels, or
simply require that American solar remove them at no further cost to us.
• What will be our savings? Page 6 of the proposal reflects the cumulative savings to us over a 20
year period to be $575,202. The annual savings in the early years are modest, but then grow
larger in later years. The savings projections are based on a 4% escalator in the cost per kWh to
us for energy produced by the panels (as set by the PPA agreement). And it assumes a 5%
escalation in future PG&E rates (which is lower than their actual increases in recent years). As
spelled out in the proposal, we also have options to purchase the panels at various times during
the 20 year agreement, but are not required to do so.
• How much of our electricity will be generated by the panels? The system proposed is a 15.7
kW system, which is projected to generate sufficient energy to cover 93% of our projected PG&E
energy costs. (It actually would generate less than 93% of our actual energy usage, but because
of the graduated utility rates, it would cover 93% of our current costs of electricity from the
utility.) You never want a system that produces 100% of your actual electricity usage, since you
want to be able to take advantage of the very low utility rates for low amounts of electricity
purchased from PG&E under their graduated rate structure.
• What company manufactures the solar panels sold and installed by American Solar? American
Solar only sells and installs panels manufactured by SunPower Corporation, a publicly traded
U.S. company based in San Jose. SunPower's majority shareholder is Total S.A (a French
company which is the world's 11th largest company). SunPower panels are recognized as being
the highest quality and most energy efficient panels on the market today (albeit at a slightly
higher cost than many of their competitors). SunPower offers the industry's only 25 year
warranty that covers both product and power. It has the largest residential and commercial
install base in the U.S., with over 100,000 residential installations and over 7 million panels
installed worldwide. SunPower panels sold in the U.S are manufactured in North America (in
California and Mexicali, Mexico). SunPower panels are the most efficient panels on the market,
delivering 30% to 40% more power per sq. ft. of panel, and have the lowest warranted
degradation rate in the industry. Its panels are black, and therefore more aesthetically pleasing
than many other panels. You can visit the SunPower website at www.sunpower.com . American
Solar is one of four authorized SunPower dealers in the Bay Area.
• Who is responsible for repairs and maintenance of the panels during the 20 -year
period? American Solar bears all responsibility for repairs and maintenance of the panels
(including annual cleaning of the panels) during the entire period of the PPA agreement.
•
'�'Solare
EXHIBIT I`1�•
Solar Photovoltaic System
Power Purchase Recommendation
For
The Ranch
Tiburon, California
January 5, 2015
Confidential 1 www.AmericanSolar.Net 1 888 -SOLAR -51 1 888-765- 2051 fax 1 License #905389
Notice: American Solar Corporation reserves all rights to the materials contained in this Recommendation. This Recommendation or its
contents may only be shared with parties other than the intended client and their representatives, by written permission of American
Solar Corporation.
'S ve� Solar
American
Clean Energy for Life M
January 5, 2015
Cathleen Andreucci
Executive Director
The Ranch
600 Ned's Way
Tiburon, CA 94920
RE: Solar Photovoltaic System and Power Purchase Agreement (PPA) Recommendation
Dear Cathleen,
Thank you for the opportunity to provide you with this Recommendation for a Solar Photovoltaic System for The
Ranch. This is an excellent time to be installing solar for so many reasons; the opportunity for saving money on
rapidly increasing energy costs is immediate, the incentives are excellent, the price of solar has never been more
affordable, and most importantly, the value to our environment is more imperative than ever. In the case of The
Ranch, there is also a fantastic opportunity to be an example to the community.
American Solar is very proud to introduce our Solar Power Purchase Agreement (PPA) program that was
designed specifically for Non -Profits, such as Churches, Schools and Community Centers. This program was
initially designed with, and approved by, the Episcopal Diocese of California to put solar on as many of its
churches as possible. It is absolutely our pleasure and honor to provide the exact same terms and quality of
system to The Ranch as well. We created this program because we feel so strongly about the mission to help
save our planet and to support non -profits that would like to go solar, but have historically been very difficult to
work with. It enables non -profits to not only spread out the cost of solar to make it more affordable, but also to
monetize some of the tax benefits that are otherwise only available to for-profit organizations. We have also
created an option for a "pre -paid" PPA to enable access to some of the otherwise unavailable tax benefits for
non -profits that would like to purchase the system instead of finance it through the PPA.
We use only the highest quality SunPower solar energy systems for our PPA's, to ensure the best long-term
performance and reliability. Our PPA program also creates a "path -to -ownership" for a system that is designed
to run for 40+ years, so that the Ranch can enjoy the many environmental and economic benefits of solar for
decades beyond the PPA.
The solution we are proposing addresses the electrical consumption of the Ranch, the installation of the highest
quality solar system available, a path to ownership (not just financing) and the desire for aesthetic appeal. We
understand the need for Tong -term value and are offering a very high quality solution that will not only save The
Ranch money, but will also help achieve the objective to become even more environmentally responsible and
sustainable, setting an example to the entire community.
We are excited to be a part of your solar project and look forward to making it a great success for you!
Sincerely,
Darren Malvin, CEO
American Solar Corporation
(415) 271-1700
American Solar - Confidential Page 1 of 14 1/6/2015
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American
Solar
Clean Energy for Life
The Ranch's property is an excellent candidate for solar. The solution we are recommending will offset
—95% of the electricity costs for The Ranch, based on taking the historical usage for the past year and
expanding it by 20%.. The primary considerations that were taken into account for our specific
recommendations are the following:
- Aesthetics for solar should be as clean as possible.
The solar arrays will be entirely roof mounted.
- We are utilizing SunPower Solar modules for maximum efficiency, highest aesthetic, best
investment and lowest risk.
- Provide web -based real-time monitoring for The Ranch and provide a small display that shows
how much energy is being produced by the solar system, as well as showing the environmental
benefits that are provided by the solar.
- Work with The Ranch for final system design.
- Provide Tong -term O&M support as part of project.
EQUIPMENT RECOMMENDATIONS
Solar Modules
Inverters
Mounting System
Monitoring
48 SunPower solar modules for The Ranch, for a total system size of 15.7
kW. Because of their efficiency, fewer SunPower modules (and Tess space)
will offset the same amount of energy as conventional solar modules.
2 SMA transformer -less inverters. These inverters offer the most modern
technology and highest performance efficiency (^'98%).
American Solar only uses corrosion resistant materials consisting of
stainless steel, anodized aluminum or galvanized metals for all installations.
Integrated SunPower Monitoring system with comprehensive Internet
access to monitoring and a Kiosk Display for Main Entrance.
ENVIRONMENTAL BENEFITS (SUMMARY)
Over the first 25 years, this solar System will:
- Reduce CO2 emissions by over 880,000 pounds
Save about 160,000 gallons of water from conventional generation of electricity
This is equivalent to not driving over 1.6 million miles or planting 9 acres of trees.
This positive environmental impact is such an important part of why solar needs to be implemented!
American Solar- Confidential Page 2 of 14
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Clean Energy for Life
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SYSTEM SIZING AND DESIGN
In order to size the solar system, we utilized the recent usage history and added another 20% for expected
expanded usage. Because SunPower modules are so efficient, this system should be able to offset most of
the electric bill for The Ranch, while keeping a clean aesthetic for the system. We use a combination of
tools including SunPower's exclusive tool PVSim, System Advisor Model (SAM) from the National
Renewable Energy Laboratory (NREL), as well as our proprietary modeling tool, Ongrid. All of these models
take into account the unique variables for each site that we evaluate, as well as the available sunlight,
equipment chosen and how it is installed.
Please see below for more detail about SunPower. Attached is supplemental information that clearly
demonstrates why SunPower is not only a superior investment, but more importantly, a much lower risk
investment that is truly worth owning, as opposed to essentially renting through other's traditional PPA
programs.
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The following is the proposed layout for the Solar Photovoltaic System that we are recommending. This is a
beautiful design that will not only look great but will demonstrate The Ranch's commitment to the
environment to all. This design is preliminary and is subject to review by local fire departments, and also to
optimizing if you approve this project and general concept.
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American Solar - Confidential
Page 3 of 14
1/6/2015
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Since The Ranch is a Non -Profit organization, the most advantageous way to structure installing a solar
system is to utilize a PPA, where the tax benefits can be effectively monetized and passed through to
The Ranch. The PPA will also allow The Ranch to maintain cost control and predictability for its
electricity costs going forward, instead of being subject to the unknown fluctuations of future energy
costs from the local utility.
PPA's are an excellent platform for implementing a solar project. Most customers can see immediate
savings in energy costs and keep all of the intrinsic values of solar, without the large up -front capital
costs or ongoing maintenance requirements. Our PPA program is also very flexible, and allows for pre-
payment of the PPA to get the best long term value this type of financing can offer, as there is a deep
discount for up -front payment. In either scenario, The Ranch will only pay for the actual electricity
produced, and in a pre -paid PPA there will be regular reconciliations in case there is any missed solar
production. The basic way a PPA works is that American Solar will install, own and operate the solar
system on the facilities of The Ranch and only charge The Ranch for the actual electricity produced
from the solar system. There is no ongoing maintenance required, since American Solar will provide all
maintenance as part of operating the system. With this structure, The Ranch can have the rewards of
solar and monetize the tax benefits associated with solar installations.
As part of the PPA structure, The Ranch will also receive favorable buyout options throughout the term
of the PPA, creating a "path to ownership", once the tax benefits have been realized. By coupling this
concept with a SunPower solution, The Ranch can be assured to have the best possible system with the
lowest cost of ultimate ownership.
American Solar's PPA has several advantages that distinguish it from other PPA Choices.
• American Solar only uses SunPower Solar Modules for its PPA's, which are unequivocally the
best solar modules available. SunPower offers the only true 25 year warranty, has an expected
minimum lifespan of 40 years, the finest aesthetics, best performance, best return and lowest
risk of any solar system available.
■ The American Solar PPA is offered by American Solar, not a 3`d party financier. American Solar
will design, build, finance and support the entire project, so there is only one company interface
for all aspects of the project.
• The American Solar PPA is designed to be a "Path to Ownership" for non-profit organizations.
Because the system we provide is such a high-quality, well warranted system, it will still have
many years of useful, productive life left at the end of the PPA, while still under warranty, with
only a very small buyout required. Most other companies offering PPA's are utilizing lower
quality "conventional" solar modules that will not have much, if any, useful life or warranty left
at the end of the PPA Term.
American Solar - Confidential Page 4 of 14
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Clean Energy for Life
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• American Solar ("ASC" or "Provider") will construct a solar electric facility with a capacity of
15.7 Kilowatts on The Ranch (the "Solar Facility" or "Project").
• Total savings over the 25 year warranted life of the system for the $0 -down program will be
$108,151, or 34.3% (see Cash Flow below). Savings over the expected 40 year life of the system
will be $575,202.
• The Ranch ("Host" or "The Ranch") shall enter into a license agreement authorizing the
construction and operation of the Solar Facility.
• The Solar Facility will be constructed at no risk to Host.
• Host and Provider will enter into a 20 year Power Purchase Agreement ("PPA") pursuant to
which Host will only purchase the actual electricity produced by the Solar Facility.
• The electricity produced will be sold to Host at an initial flat rate (no tiers) of $0.2692 per kWh
for the solar generated electricity. (Adjusted for the Net Metering leverage - considering a kWh
offset of only 72%, this rate is equivalent to a utility rate of only about $0.194 per kWh.
• The PPA price shall increase at a rate of 4% per year, which is Tess than the Tong -term historical
price increases of retail commercial electricity (-6% per year— our modeling only assumes 5%).
• Projections assume SunPower module annual degradation of 0.2% (much lower than for
conventional panels which are about 1.25% per year).
• The PPA will provide buyouts as follows:
Buyout Year
Buyout Price
Year 0 Pre -Paid PPA
$ 67,584
Year 6 Buyout
$ 68,767
Year 10 Buyout
$ 62,184
Year 15 Buyout
$ 47,139
Year 20 Buyout
$ 16,879
• American Solar will perform 100% of the maintenance on the system including regular annual
cleanings.
• Host will have full visibility into system performance and statistics via an online monitoring
platform, for its internal use, our tracking and for public display.
• American Solar will remotely monitor the performance of the system to ensure proper
operation.
• American Solar will provide a small Kiosk for public display at the entrance or other location
that The Ranch would like to display the energy output of their new solar system.
• As part of this PPA American Solar will also provide a Referral Program for The Ranch to the
members and friends of The Ranch, offering substantial discounts for solar installations for their
homes and businesses. And for each system that American Solar installs, a generous donation
will be made to The Ranch. This referral program pays $500 for each referral, and also donates
$500 to The Ranch for each project that is done.
American Solar - Confidential Page 5 of 14 1/6/2015
:. American
Clean Energy for Life
PPA SUMMARY CASH FLOW COMPARISON TO NO SOLAR
Power Purchase Agreement Cash Flow - 4.0% Escalator
Revision: 8/12/14
Project !The Ranch
Starting Price per kWh
PPA Escalator
Electricity Rate Escalator
Starting Annual kWh
Annual Performance Degredation
Starting Utility Annual Electricity Cost
Starting Utility Price per kWh
Starting Utility Bill after Solar
Buyout Option I 5 I Year 20 Buyout
$ 0.2692
4.00%
5.00%
22,665
0.20%
$ 6,612
$ 0.2100
$ 331
•14. American
'44' Solar
•
Annual (PPA) Total
Electricity Electricity Annual Utility Annual
PPA Price per Utility Price Annual Solar Cost Utility Bill Cost WITH Cost WITHOUT Savings with Cumm.
Year kWh per kWh Production WITH SOLAR After Solar Solar SOLAR Solar Savings % Savings
1 $ 0.2692 $ 0.2100 22,665 $ 6,101 $ 331 $ 6,432 $ 6,612 $ 180 $ 180 2.7%
2 $ 0.2800 $ 0.2205 22,620 $ 6,333 $ 341 $ 6,673 $ 6,943 $ 269 $ 449 3.9%
3 $ 0.2912 $ 0.2315 22,574 $ 6,573 $ 351 $ 6,924 $ 7,290 $ 366 $ 815 5.0%
4 $ 0.3028 $ 0.2431 22,529 $ 6,822 $ 362 $ 7,184 $ 7,654 $ 470 $ 1,265 6.1%
5 $ 0.3149 $ 0.2553 22,484 $ 7,081 $ 374 $ 7,454 $ 8,037 $ 583 $ 1,867 7.2%
6 $ 0.3275 $ 0.2680 22,439 $ 7,349 $ 386 $ 7,735 $ 8,439 $ 704 $ 2,571 8.3%
7 $ 0.3406 $ 0.2814 22,394 $ 7,628 $ 398 $ 8,026 $ 8,861 $ 834 $ 3,406 9.4%
8 $ 0.3542 $ 0.2955 22,350 $ 7,917 $ 411 $ 8,329 $ 9,304 $ 975 $ 4,381 10.5°%
9 $ 0.3684 $ 0.3103 22,305 $ 8,218 $ 425 $ 8,643 $ 9,769 $ 1,126 $ 5,507 11.5%
10 $ 0.3832 $ 0.3258 22,260 $ 8,529 $ 440 $ 8,969 $ 10,257 $ 1,288 $ 6,795 12.6%
11 $ 0.3985 $ 0.3421 22,216 $ 8,853 $ 455 $ 9,308 $ 10,770 $ 1,463 $ 8,258 13.6%
12 $ 0.4144 $ 0.3592 22,171 $ 9,186 $ 471 $ 9,659 S 11,309 $ 1,649 $ 9,907 14.6%
13 $ 0.4310 $ 0.3771 22,127 $ 9,537 $ 488 $ 10,024 $ 11,874 $ 1,850 $ 11,757 15.6%
14 $ 0.4482 $ 0.3960 22,083 $ 9,896 $ 505 $ 10,404 $ 12,468 $ 2,064 $ 13,821 16.6%
15 $ 0.4662 $ 0.4158 22,039 $ 10,274 $ 524 $ 10,797 $ 13,091 $ 2,294 $ 16,115 17.5%
16 $ 0.4848 $ 0.4366 21,995 $ 10,663 $ 543 $ 11,206 $ 13,746 $ 2,540 $ 18,655 18.5%
17 $ 0.5042 $ 0.4584 21,951 $ 11,068 $ 563 $ 11,631 $ 14,433 $ 2,802 $ 21,457 19.4%
18 $ 0.5244 $ 0.4813 21,907 $ 11,487 $ 584 $ 12,071 $ 15,155 $ 3,083 $ 24,541 20.3%
19 $ 0.5453 $ 0.5054 21,863 $ 11,923 $ 606 $ 12,529 $ 15,913 $ 3,383 $ 27,924 21.3%
20 $ 0.5672 $ 0.5307 21,819 $ 12,375 $ 630 $ 13,005 $ 16,708 $ 3,704 $ 31,628 22.2%
21 $ 0.5899 $ 0.5572 21,775 $ 16,879 $ 654 $ 17,533 $ 17,544 $ 10 $ 31,638 0.1%
22 $ 0.6134 $ 0.5851 21,732 $ 679 $ 679 $ 18,421 $ 17,741 $ 49,379 96.3%
23 $ 0.6380 $ 0.6143 21,688 $ 706 $ 706 $ 19,342 $ 18,636 $ 68,015 96.3%
24 $ 0.6635 $ 0.6450 21,645 $ 734 $ 734 $ 20,309 $ 19,575 $ 87,590 964%
25 $ 0.6900 $ 0.6773 21,602 $ 763 $ 763 $ 21,324 $ 20,561 $ 108,151 96.4%
26 $ 0.7176 $ 0.7111 21,559 $ 794 $ 794 $ 22,391 $ 21,597 $ 129,748 96.5%
27 $ 0.7463 $ 0.7467 21,515 $ 826 $ 826 $ 23,510 $ 22,684 $ 152,431 96.5%
28 $ 0.7762 $ 0.7840 21,472 $ 860 $ 860 $ 24,666 $ 23,826 $ 176,257 96.5%
29 $ 0.8073 $ 0.8232 21,429 $ 895 $ 895 $ 25,920 $ 25,025 $ 201,282 96.5%
30 $ 0.8395 $ 0.8644 21,387 $ 932 $ 932 $ 27,216 $ 26,283 $ 227,565 96.6%
31 $ 0.8731 $ 0.9076 21,344 $ 971 $ 971 $ 28,577 $ 27,605 $ 255,170 96.6%
32 $ 0.9080 $ 0.9530 21,301 $ 1,012 $ 1,012 $ 30,006 $ 28,994 $ 284,164 96.6%
33 $ 0.9444 $ 1.0006 21,259 $ 1,055 $ 1,055 $ 31,506 $ 30,451 $ 314,615 96.7%
34 $ 0.9821 $ 1.0507 21,216 $ 1,099 $ 1,099 $ 33,081 $ 31,982 $ 346,597 96.7%
35 6 1.0214 $ 1.1032 21,174 $ 1,146 $ 1,146 $ 34,735 $ 33,569 $ 380,166 96.7%
36 $ 1.0623 $ 1.1564 21,131 $ 1,195 $ 1,195 $ 36,472 $ 35,277 $ 415,463 96.7%
37 $ 1.1048 $ 1.2163 21,089 $ 1,246 $ 1,246 $ 38,295 $ 37,049 $ 452,512 96.7%
38 $ 1.1490 $ 1.2771 21,047 $ 1,300 $ 1,300 $ 40,210 $ 38,910 $ 491,422 96.8%
39 $ 1.1949 $ 1.3410 21,005 $ 1,357 $ 1,357 $ 42,221 $ 40,864 $ 532,286 98.8%
40 $ 1.2427 $ 1.4080 20,963 $ 1,416 $ 1,416 $ 44,332 $ 42,916 $ 575,202 96.8%
20 Year Totals 444,790 177,817 9,187 187,005 218,632 31,628 14.5%
25 Year Totals 553,233 194,697 12,724 207,421 315,572 108,151 34.3%
40 Year Totals 872,123 $ 194,697 $ 28,829 $ 223,526 $ 798,728 $ 575,202 72.0%
American Solar- Confidential Page 6 of 14 1/6/2015
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INSTALLATION
American Solar shall provide all system design, permit package and labor required to build the system,
all parts & materials, all coordination with PG&E for interconnection, monitoring integration, and final
commissioning, as well as thorough as -built documentation and training of maintenance personnel
upon completion of the system installation.
SAFETY
Safety is at the forefront of every project we work on. We pride ourselves in maintaining our perfect
safety record after almost a decade of installing solar projects in California and Hawaii, which our
experience modifier demonstrates. We maintain a thorough safety program including regular safety
meetings, full OSHA compliance and regular internal and 3`d party safety inspections.
LOCAL SUPPORT CAPABILITIES
American Solar is located only a few minutes away from The Ranch, so we can provide immediate
responses should any maintenance issues arise. We utilize local vendors for electrical, general
hardware, and equipment. Our team is well positioned to provide O&M service to The Ranch.
American Solar - Confidential Page 7 of 14 1/6/2015
EXHIBIT NO. 5 _.
AMENDMENT TO TOWN OF TIBURON LEASE OF DAIRY KNOLL
BUILDING TO THE BELVEDERE TIBURON JOINT
RECREATION COMMITTEE
This Amendment ("Amendment") to the Town of Tiburon Lease of Dairy Knoll Building to the
Belvedere Tiburon Joint Recreation Committee ("Agreement") is entered into on October
2015, by and between the TOWN OF TIBURON, a municipal corporation (the "Town") and the
BELVEDERE-TIBURON JOINT RECREATION COMMITTEE (the "BTJR").
RECITALS
1. The Town and BTJR entered into the Agreement on December 1, 2012, whereby the Town
leased certain real property situated in the Town of Tiburon and located at 600 Ned's Way in
Tiburon, California on which the Town constructed Dairy Knoll, a building of approximately
4800 square feet, adjacent parking lot and associated improvements ("Facility"); and
2. Paragraph 7 of the Agreement states that "BTJR shall not, without the Town's prior written
consent, make any alterations, improvements or additions in or about the Facility except for
nonstructural work that does not exceed $2,000.000 in cost;" and
3. BTJR desires to enter into a contract with American Solar, whereby American Solar will
install SunPower solar panels ("Solar Panels") on the Facility at no cost to BTJR ("Solar
Contract"); and
4. The Town and BTJR desire to amend the Agreement to provide BTJR with the authority to
enter into the Solar Contract and to require BTJR to indemnify and hold harmless the Town
for any claims, damages, costs, and/or expenses created by the Solar Contract and/or the
installation of the Solar Panels on the Facility.
AMENDMENT TO AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Town and BTJR
hereby enter into this Amendment, which modifies and amends the Agreement as follows:
1. Amendment. The Agreement is hereby modified and amended as follows:
1.1. Amendment to Section 4.C. Section 4.0 is hereby amended to read as
follows:
"C. Beginning with the Occupancy Date and continuing for the term of
the Agreement pursuant to Section 2, Town shall be responsible only for
maintenance of the Facility's exterior landscaping and for major building
repair and maintenance, such as roof repair and replacement and structural
and HVAC system repairs. In the event that the Solar Contract or the
installation of the Solar Panels directly or indirectly increases the Town's
expenses for maintenance or repairs as required under this Section,
including, without limitation, the maintenance or repair of the affected
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portion of roof, the BTJR will be solely responsible for paying any such
increased costs or expenses. The BTJR shall require in the Solar Contract
that American Solar shall provide the Town with a warranty for the roof
work associated with installation suitable in form and substance to the
Town Attorney prior to installation.
1.2. Amendment to Section 7. Section 7 is hereby amended to read as follows:
"7. Alterations., Improvements. The BTJR shall not, without the Town's
prior written consent, make any alterations, improvements or additions in
or about the Facility except for nonstructural work that does not exceed
$2,000.00 in cost. As a condition to giving any such consent, the Town
may require the BTJR to remove any such alterations, improvements, or
additions at the expiration of the term pursuant to Section 2 and to restore
the premises to their prior condition by giving the BTJR thirty (30) days
written notice prior to the expiration of the Agreement. Unless the Town
requires their removal as set forth above, all alterations, improvements or
additions which are made on the Facility by the BTJR shall become the
property of the Town and remain upon and be surrendered with the
Facility at the expiration of the term pursuant to Section 2. Any damage
to the Facility caused by said removal shall be repaired at the BTJR's sole
cost. The BTJR shall give the Town advance notice of the
commencement of any planned alteration, so that the Town, at its option
may post a Notice of Non -Responsibility to prevent potential liens against
the Town's Interest in the Facility. The Town may also require the BTJR
to provide the Town with lien releases from any contractor performing
work on the Facility.
A. The Town grants the BTJR permission to enter the Solar Contract
and to install Solar Panels on the Facility. The Solar Panels shall
become the sole property of the Town and remain upon and be
surrendered with the Facility at the expiration of the Term
pursuant to Section 2.
B. The Solar Contract and the Solar Panels shall be the sole
responsibility and liability of the BTJR. The Town is not a party to
the Solar Contract and the BTJR is solely responsible for
compliance with the Solar Contract. At its sole election, the Town
may require the BTJR to deliver the Facility to the Town at the
expiration of the term pursuant to Section 2 unencumbered by the
Solar Contract.
C. The BTJR's duty to indemnify, defend and hold the Town harmless,
as set forth in Section 9. B. of the Agreement, includes the duty to
indemnify, defend and hold the Town harmless against any and all
claims, damages and expenses (including, without limitation,
attorney fees), liabilities and judgments relating to or arising from
the Solar Contract or the Solar Panels.
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D. The BTJR 's responsibility for utilities and services required for the
Facility, as set forth in Section 4.G. of the Agreement, includes all
costs associated with or related to the Solar Panels."
2. General Provisions.
2.1. Remainder Unchanged. Except as specifically modified and amended in
this Amendment, the Agreement remains in full force and effect and
binding upon the parties.
2.2. Integration. This Amendment consists of pages 1 through 3 inclusive,
which constitute the entire understanding and agreement of the parties and
supersedes all negotiations or previous agreements between the parties
with respect to all or any part of the transaction discussed in this
Amendment.
2.3. Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Amendment.
2.4. References. All references to the Agreement herein include all its
respective terms and provisions and this Amendment. All defined terms
utilized in this Amendment have the same meaning as provided in the
Agreement, unless expressly stated to the contrary in this Amendment.
IN WITNESS WHEREOF, the Town and BTJR do hereby agree to the full performance of the
terms set forth herein.
APPROVED AS TO FORM: TOWN OF TIBURON
By:
Town Attorney
By:
Town Manager
APPROVED AS TO FORM: BELVEDERE-TIBURON JOINT
RECREATION COMMITTEE
By: By:
Attorney for BTJR Chair, BTJR Committee
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