HomeMy WebLinkAbout04-23-12 Board of Public Works Meeting Agenda Back SolarLeaseBackupS.1.H CITY OF ITHACA
EOM 9 x 108 East Green Street —3rd Floor Ithaca, New York 14850-5690
DEPARTMENT OF PLANNING AND DEVELOPMENT
JOANN CORNISH, DIRECTOR OF PLANNING & DEVELOPMENT
O PHYLLISA A. DeSARNO, DEPUTY DIRECTOR FOR ECONOMIC DEVELOPMENT
"�ratAit� Telephone: Planning & Development - 607-274-6550 Community DevelopmenuJURA - 607-274-6559
Email: dgrunder@cityofithaca.org Email: im@cityofitham.org
Fax: 607-274-6558 Fax: 607-274-6558
MEMORANDUM
To: William J. Gray, P.E, Superintendent of Public Works
Board of Public Works
From: Demise Bebmker, Energy Sustainability Project Manager
Date: April 17, 2012
Subject: Recommendation to Approve Solar Liberty Lease Program (solar PV)
In November 2011, the City of Ithaca (along with other local governments, businesses and
organizations) was approached by Solar Liberty with an offer to install solar PV (photovoltaic)
systems on City buildings, through a solar lease financing structure. The initial offer was reviewed
in the months that followed by the relevant City departments and staff, including the Attorney's
and Controller's office and Engineering. A result of that process, this memorandum provides a
recommendation for the Board of Public Works to approve the implementation of this project on
one or two selected buildings.
Solar Liberty, Inc. has been installing solar systems since 2005 and it launched its new `Solar
Liberty Lease Program" about one year ago. Through this program, a solar PV system of 25 kW
would be installed in one or more City buildings and leased to the City for a 15 year term, for a
fixed monthly lease fee. The City then benefits from the electricity production of the system (with
no up -front municipal expense), thus reducing energy costs and greenhouse gas emissions, in
addition to demonstrating its commitment to support renewable energy sources. Yearly cost
savings are guaranteed as part of the program
Included in the program are the following services: site plans of what the proposed system will
look like, structural analysis by a thud party engineer and drawings (stamped), interconnection
with the utility company, installation, maintenance of the system for the life of the lease, and all
paperwork involved.
Two buildings have been selected and qualified for implementation of this project: The Central
Fire Station and Ithaca Youth Bureau building. Following is a short description of the
selection criteria and specific proposal considerations:
The main requirements of the program are that 'the client" (in this case the City) owns the
building (or has a long term lease), and has a minimum electricity usage of 15, 000 kWh per
year. Additional considerations include the structural condition/stability of the building and the
electric utility rates paid.
Solar Liberty then looks at the building through satellite imagery to make sure the roof is large
enough to house the system — if the roof isn't able to fit the system, a ground mounted system
might be considered.
Buildings are qualified (or disqualified) depending on location, size, and electric usage. Once a
building is qualified, the company uses 30 years of average sunlight data, along with the tilt and
orientation of the system, to estimate what that specific system will produce. The production of
the system, combined with the building's current electric rate, will determine the system's
.savings on an annual basis.
An analysis performed by Taitem Engineering — as part of a "Renewables & Technical Services"
contract — shows that the City would have significantly higher costs and payback period if
installing such systems on its own.
Based on this information, I recommend approving and implementing this lease program in at
least one of the selected buildings, giving priority to Central Fire Station, for which greater
savings are expected.
For your convenience, please find attached Solar Liberty's proposal summary for both buildings,
as well as the following proposed contract documents:
1. IFD Lease Agreement
2. IFD Installation Agreement
3. IFD NYSERDA Application
4. IYB Lease Agreement
5. IYB Installation Agreement
6, IYB NYSERDA Apphcaition
7. Benchmark Letter
Sincerely,
Denise Belmaker
"An Equal OpportunityEmployer with fficommitirmt w workforce diversification.
Solar Liberty Lease Program
Your Savings Summary
Organization: Ithaca Fire Department
Installation Address: 310 W Green St., Ithaca, NY 14850
Congratulationsl Your building is a good candidate for a solar energy system.
Solar Liberty offers to install a 25kW solar panel system on your building that is Guaranteed to save you money on
your electrical costs. All of the electricity produced by the system is yours for a low lease fee of $125 per month
locked in for 15 years.
$16,000 -
Current Electrical
Costs
$15,500
228,240
Current yearly electrical usage (kWh)
$15,000
$0.07
Your current cost per kWh purchased
$14,500
$15,977
Current yearly electrical bills
$13,500
$13,000
Solar Production with Leased System
26,555 Solar electricity production (kWh)
$1,859 Value of electricity produced
$1,500 New lease payments
$14,118 New yearly electrical bills
$15,618 New electrical costs with solar
$359 Your Savings With Solar!
11.63% Electric Offset
SOLMLIBERTY'
THE FUTURE OF ENERGY INDEPENDENCE
1,401YmorRle GimpI RiJlelo, Nv I"F)'
I Mil, Nu RFNFW OA[ I:Nj 1 nlnm5n4 JPairymm
Purchased from Solar Liberty Lease
Utility Before Solar plus Utility
a Utility Cost ■Lease Payment 01Solar Savings
Savinas Guarantee:
Solar Liberty guarantees that the lease payments
for any annual lease period (12 months) will be less
than the amount paid to the utility company in the
12 months prior to signing the lease agreement.
If the lease payments are not less than the utility
savings, Solar Liberty will refund the difference.
Solar Liberty Electric Company
Solar Equipment Lease
Egniamrnrtearr Nnmher 296_ _Jmsd mq/ ApH11, 101E
NomennJ Adlresu fLesrcsc
None anJAJJ,ess pfLamr'
CHY.fills a
Sala, Litnry Eleenk Caulpanri Ins
CantroH'rso la
6500 Shrddan D,. Sake 120
IDS E pets SL
HaQdo. NY 14221
EQUIPMENT DESCRIPTION AND SITE PLAN: SEESCHEDULEAATTACHEDHERETO.
Ale, 1. xsaev ss lhl Lmse, Levee amhunzu Lessor to ism ant' mivinK i f rmarinn nr rNanBe anv iwoeurare inJurmalion (surh
ae r4e aerial aombnlo,a strdulrl inn, 111, Equipment Dexcei11ioa
UMM
THIS AGREEMENT INCLUDES THE TERMS ON ME FOLLOWING PAGES, SCHEDULES AND EEHIBITS ATTACHED HERETO.
LBeeeo: CkyollMece Lesmr Solar Liberty Eleclde C0oSsh0{Irrr.
By: Aden KRl to
Too: Prnedenl
polls lor.
I. LEASE. Lessor hereby agrees m bass, m Lessee. and Lmee hereby ammo IM lease fmn Lessor, the penoml P.11 descdbed on
Schedule A to this Solar Equipment Lease (the %.aam') on the terms BM conditions as, but herein (such papmy regethcr with all
.,In. .o. mlu,no am, pml, unpmvemmts, repairs, and acouson. and ell additiam incnma clod thercin or aimed lhneto bang
reRrred. m.m ns the"Equ lmocal" ). Lessee's oemtian of IM1is Leese shall ubligem Lme, to Icase the Equipmmt fiom Lmor. This
Lease aM1ell mat be binding on Lessor unless and omit exmmed byLmvr. Anything to the confory notwith9mding, Lssor shell have no
obligation to accept, exacme no enter inre this Lease of to acquire or (rase to Leo. the Equipmmt Title la the Equipment shall al all
lima remain in Lo sair during the tern of the Lease.
3. SAVINGS GUARANTY. Lessor agrees that the Basic Rental Payment, fof any annual lease period (months 1-12) paid by
Lessee wit cool elmom the Lessee's Historic Utility Payment. The •Ilimorw Utility Paymenl' shall be the sum of the [Dinh of
....is paid by L. to Its twork, with, provide, for electricity, including any and all muted rate charges, sureharga,
toes fen end panatelas far the twelve (1E) month period immediately ineemmg the Lmse Commencement Date. The Lessor
agrees that If the Basic Rental Payment for any annual lease period wends the Historic Utility Payment. Lessor will pay Lnaee
an sent equal to the difference between the Ilistoric Utility Payment vad the Basic Rental Payment for such annual lase
period Lou¢ agrees that the proliumm an Borth la this Pan¢noh 3 shall be rubjmt to Leasee•s provision of documemaoon
coefirming it, Historic Utility Payment to the safe! onion of Lesmr.
d. TERM. The 'Leave Comun mucamm Due' For this Lease aM1ell be the doe set fort below Lessor's nignatum hereto and the Lease
shall Continue for the Initial Term set with above unless earlier terminated by Lessor as provided herein. AI the expiration of the
Initial Tenn, unless Loam shall have renewed or Drummed the Equipment from Lessor pursuant to Pamgmvb 16 Or returned the
Equipment to Lessor in accordance with Paragraph 12
a. RENT. lot Lessee shell pay as monthly borne rent for the Initial Term of this Lame the mnamt abown an the first page of this
Leese and on set FDA m Schedule B hems (' Basic Reatal Payment"), Provided Non the ag,m,11 Basic Rem Payment pool by the
Lame during the Term shall he less then the Tom[ Net S,wa Cash. as act fort in the Smmunmy of Payment Terms above. The Gaie
Rental Payment shall be payable in h mwilmm0 in the arramom and on the data provided in Schedule B aphis Lease, plus ony apphrible
ales and we in themon; provided boweven that Lessor and Lessee may atone to any miser payment sehedok, in which event Schedule
B Audi be amended by Lessor to rcikct the new payment schedule upon wrinm notice horn Lessor to Lessor.
5. ENVIRONMENTAL FINANCIAL INCENTIVES AND ENVIRONMENTAL ATTRIBUTES. All Environmema[ Fimncio
Incentives and Environmental ABnbutes available in connection with the Equipment, Other than IM1.e spmifli assigned to
NYSERDA pursuant to the Installation Atonement, art retained and owned by Lemor. Lessee shall Duke all reasomble crossbow m
exist Lmaor in obroirm, ell Environmental Financial Incentives currently available or subsequently made avaiable in connection
with the Equipmmt. If L.ae foih ro an m good Dith in inking actions momoubly requested by Lessor. and such failure results in the
Tres of an Environmeatal Firmmial Incentive that would mM1crwim be ..silent , Lessor sh.11 reimburse Lesson for the full smomt of
such last Environmenml Financial Incentive. For purposes of this Lassa. (H "Eadmiu mul Fimanai Incentive" morns the
following firancim imentives that am N eIi t as of the Lease Commencement Dam or may Come into effect in the f nurc: (i) fedeml,
sum or ]mail ma credits (including invesmeat in credits arising Muter 'be Internal Revenue Cade and gams in has thereDO, other cox
maefls or Boom in lieu thereof (including without limitation the monewoMmo of tm beneGb), and (it) all reporting rights with
respect on such incentives; and Iit) "Environmental Anagram" memo, without limiation: Ii) bailable renewable c sniftc des. Ween- e
trigs, allowances, reductions or.,her mummoble intim. denoting carbon off m credits or indicating generation ofn Ponieclor quantity
of energy ft= a renewable energy source by a remwab]c energy facility Donated a the energy combed by the Equipment during the
Tent masted Order a renewable energy, emission reduction, or other mi aning pronoun adopted by a governmental aohonly, or fro
which a registry and a market exists or for which a matkn may miss at u fuure time, (it) performancebmed incentives, moon aad
Day Other incentives under any utility's or any mum %Deist pogrom or initiative. and any other incmtiv4 cenifreate, subsidy. award.
grant or mon.,nic bmrefil, howaoam named m remoras! la, with reaps m any and Bit fuel, emissions. air quality, energy generation.
r other en imenmemd or energy chametenoics, nauhingfrom the communion or upemIion of the Equipmmt or ham the Mae of elm
,smarnion mum avoidance o(the emission of any g., cl mtiuol or other substance into the air. Boil or wale, otnbutable to the sale of
energy generated by roe Equipmmt motor than F.nvirommmtal Financial Incentives).
All manages related. the sale of Emima neoal ARdbates shall be callmeml]y assigned by I. m Lesion in azmomirme
with Paragraph 6. If musicianly requested by Lessor, Laam Shall provide Lessor with acknowledgements foam the emanterponia to
such emtmds, acknowledging the colluteml assignment of such conimcm and Loam's rights to much contracts.
fi. GRANT OF SECURITY INTEREST. As collamost.,murity for the payment and performance in fait when due (whether el stated
mnurity, by ecoulermima of mhomome) of Lesee'a obligations hereunder, Less. hereby assigns, pledges and gams to LmoO a
seeunty interest is and continuing lire on all Of Lessee's right title and intmeat (if any) in, to and under the fallowing, in each cox
whether tangible or intangible, wherever located, and whether now owned by Lexec or hereafter acquired and whether now emitting
or bereagm caning into esisrenem (the'ColDtenl"): (i) the Lessee's leasehold Dacron in the Equipment. 04 all-nownimrs, asioiug
m hereaRm commit into by Lme, mloing m the Operation, maintenance or me and occupancy of the Equipment air the mile of
Environmental Attitudes. including winnow, limitation, ell [nswmemm end documents executed and delivered with repeal Ire such
agrecromm. -,he creme may be ameude4 supplemented or more ise modified ,ran time rat time in occoNeme with the terms thereof
.ad thus Lease (such ggrommm0 as ao amended, supplemented in modified, Icing the "Project Documents'), including, without
limitation, all rights of Lire to receive moneys due and to become due under or pursuant m the Projmn Doe .Dll includin,
without limimti m, those agreemeom indicated on Seheduk C hereof any daumeals evidencing Loam's eloi. to the menu rebates,
Midnight., or incentives applicable to the EquipmM (iii) Runronmrnul Attribmn end the ememe ly canonical by the Equipment,
and (iv) aad ell mcoee3' of the maggaing.
When Lessee's obligations hereunder M1ave been paid in fal, the meeurity imematm and lima gaoled pursuant. this Leone
with respect o the Colhieral shall tominam, all rights granted hereunder with respect to the C011awrol shall men back to Lessee, Ord
Lessor shall, of eaPeme of Lesaea, execute and deliver io Lonsew upon such wormokin ouch mmou"ion stawareap and any .,he,
w m m in summations, reasonably uqucaied by Lance to effort the termination and whose ofthe security mtereos.
]. NO WARRANTIES. TITS EQUIPMENT IS LEASED "AS IS, WHERE IS". LESSEE ACKNOWLEDGES TUT: LESSOR IS
NOT THE MANUFACTURER OR INSTALLER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT NOR A
DEALER THEREIN; THE EQUIPMENT IS OF A SIZE. DESIGN, CAPACITY. DESCRIPTION AND MANUFACTURE
SELECTED BY LESSEE; LESSEE IS SATISFIED THAT THE EQUIPMENT IS SUITABLE AND FIT FOR ITS PURPOSES; AND
pupa P des'sa LWviry. LonMY. u-IFiSE
LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESS OR
IMPLIED AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE. WE QUALITY, CONDITION OR CAPACITY OF THE EQUIPMENT OR THE MATERIALS IN THE.
EQUIPMENT OR WORKMANSHIP OF THE EQUIPMENT. LESSOR'S TITLE TO THE EQUIPMENT, NOR ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER. LESSOR SHALL NOT BE LIABLE. TO LESSEE FOR ANY LOSS.
DAMAGE. OR EXPENSE OF ANY KIND OR NATIIRF. CAUSED, DIRECTLY OR INDIRE(TLY, BY ANY EQUIPMENT OR
THE USE OR MAINTENANCE THEREOF OR THE FAILURE OR OPERATION THEREOF. OR THE REPAIR, SERVICE OR
ADJUSTMENT THEREOF. OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS.
SERVICE OR ADJUSTMENT, OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF
BUSMFSS HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING ANY
LIABILITY FOR CONSEQUENTIAL, INDIRECT OR PUNATIVE DAMAGES ARISING OUT OF THE USE OF OR THE
INABILITY Tn USE. THE EQUIPMENT.
No dffect or unftmess oflM1e Equilenml, many failure an the pan ofthe mmuf rc uref or the shipper adds, Equipment in deliver
lM Equipment m any pert thereof ro Lesson shall mliwe Lnsee of the obligation ro pay rem m airy aha obligation homNer. Toth.
.slant pemrimN by the manufettumr endbfvmder end provided I. is nor in defoth ondm the Lease. Lesson shall make avmlable ro
Lessor all manufacturer smatter vendor warranties with mspert to the Equipmenl. and Lessee slid), and hereby is authorized during the
Term, la mart it argue., at Lessees sole nsk, cost and mpeme, from time retime, in the name of and for the account of Lesm
and/or Lessor, m their interests may appear, but without pmjvdice to Lessor, whatever claim and rights Lem= matter Lessor may
have against any manufacturer or supplier afthe ex,uipmenl comprising the Equipment.
g. COVENANTS.
(d AlBmmive Covmoms. Lessee shall it comply with all applicable laws and regulations and roles; and with the conditions
and requimmens argil pitheia of imumnce reining to the Equipment and its um; (ii) err any and all times during business hours, grant
Lessor flee access to rarer upon the pemses' wherein rive Equipment shell be IocalN or used and permit Lmsmm impact the Equitation;
(III) cooperate with the Levem to do all things necasmy to preserve, screw, and kecp in full force and effect all necessary consms,
approvals and mah.¢.ions with governmental authorities and nangavcmmental permits required in councelion with thin Lease and
th. me of live Equipment; (iv) irreg riled by Lam, abmm an mkmwledgm ul by thewmturpany of any agrwnmr mlamd to the sale
m receipt or any Environmental Auribule of tM cmlareal mn snout of Lama's rights in such vgmemmC and (vin) provide Less.
with thirty (30) days notice in event of a change in ownership or lille.f the premise wherein the Equipment is boded.
(b) Negative Covenants. Lessee shall not (i) voluntarily or involuntarily crmre, incur, assume or suR to..... any momgege
lien, security among, Fkdie or this moumbmme m attachment of any kind whosoever upon, aRming or with import to the
Egmpmml, the Colleleml, this Lox of any of Lmsae'x imams thearani (it) pcmmil IM1e remo of any past ....union an
corporation other then Lessor or Lmee to be placed on the Equipment: (in) pan with p uawsim armorial of or suBon err allow m poss
out .f is pomessmn m central any item of the EquipmuM m chmge the Imalim of the Equipment m ary pen thereof from the address
shown above: (iv) ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER
THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT: (v) cause the Equipment to be,
pit miumq mken out of anion: (v.) m maL waive m viols any of the material terms of any Protect DominmS or NO cosigm sell
mmfer or in my way convey is rigin, duties err obligations undo the Lease wid om rive pint wrinm convent of the L.I. which
consent shall nap be unreasombly withheld or delayed.
9. TAXES. Lost shall pmmpdy Pay when due all calm. use, purpoty, excise and other Imo (including, without IhnilatMm nc.ne
tmo colleted by deduction or withlmmng) and all limme and regstmtim lea now or hereafter imposed by any govemmmml body in
or o y upon the Equipment or ipa ono, for
tit ownership, delivery, laming, possession, thega ape or other
repave Mum
no ether disposition of the r Losseenr m far rentals
b or registering the . how. rn, hi upon the rrcome or deeriredtoProceeds y war with
report to the Equipment a Lose or the mnmis heauntlm: provided. Ipwwm this Lettee shall not be enquired t Prey meet an or
ancvaurtd es the net incmn. of Lmmhr. Upon sryuesl by Lmvr. Lessee shell oUk zed rile all cox jamm relining ro rose for whkh
Lessee is responsible heremdm which Lemur is pemirlN to file under the laws of tee applicable �axingjuri%dttion.
M INDEMNITY_ Lase M1.cby epees rot nd.mnify and Mld Lessor harmiss fr.n and egnimr any antl all claims, losses. liebililies.
damage, judgm.s, suss and all legul proceedings, and any and all toss and espenses in connection dr mwhh (including vmomeys'
ress) miming out of or in any manner conned with this Lose, including without Houston, claims f. Mary m or death ofpmulls aad
far dous., to pmppy. including without linnadiom cony claims based in negligence, alms, liability in tort. enviinmenml indemnity, or
inmllmmuUmarp in, ind' i,ormal. Lessee %hull give Lector pomp nplim of any such csim err liability.
I I. ASSIGNMENT. I.., may assign is summit in this Lease it sell .grant a aecuriry interest is all or any pm of the Equipnm,
without notice 1n or the consent of Lesser. Lessee agrees not to assert agaiml any assignea of Leong my claim or defmx Loses may
have against L... or. In the went ofa change in ownership ar title of the Premises wherein the Equipment is ].led, Lessee my assign
this Lear, upon venum notice to Lemw, to the new owner of the Premiss, provided that such new owner shall agree in writing to
resume ibis Lase. and Loxes shall mhnburse Lmmr for my Ions ofEnvimnmenml Financial Incentives or Environmental Attributes.
Q. EQUIPMENT PERSONALTY. This Leax v and is immded m be. lease of persoml propemy for ell purposes. T he Equipment
shall remain personal property regaNlets of its mtuchmen, to fealty, it Lessee agrees to taltu such scrim at is apeme m may he
nmeasary to Prevent any third parry from acquiring any interest in the Equipment m a mull of is eadbiem to renry. If rarymted by
Lessor, with suspect to my them of Equipnent Lvasee will obtain and deliver to Lessor waivers of in,eret or loon in meardabk Tam,
mrisfacmry to Lmwr, frmn ell person%claiming any iMCMt n,M1e rut OmpenY on which rive F.quilmmt is iirellN or looted.
13. USE AND MAINTENANCE. Lessee will use IRA Equipment with due cam and for the pnrpme fro which it's IniNN. Lessor
shell. to Lomr's cam end .sparse,.pent.. mamotor smite and repair the Equipment in good operating order, repah and condition,
ordinary wear and cam meepled Lessor may. m its soledverroun muse v third
>�perm- perry opemlar m pividc rho serving described in
this Paragraph All , mNif Liam and impro-was Ion the E,tionete th.11. when iminlN or made, mordancy --am do'
property of Lases and pan.fibc Equipment For all purpmees
14. LOSS OR DAMAGE. Except m e resat of Lemor'x.dioi, Lessee assmnes all nsk of any dmnege m err loss, deft coot rim err
desticlim ofrhe Equipment fivm.ny came whosoever from de Lome Commmccmem Dele though the end ofthe Tem. Lessee ahnl
advise Loma in wring pimply ofany loss ortlomege m the Equipment and the ciium%rances and mtenr of such damage.
)yeaaaxdnLmaMAssucia ^Ww.mc --e
15. INSURANCE. Last. shall abtain end mainmin on or with r.pml la the Equipment aI its own upense L0 liability a —
wring almost liability for bodily injury and papery damage. and IN all-risk physical damage insurance (including without ILnilation
camsua,h,c risks) inuring against Imes or damage to the Equipment in an enmwl ram less In. Termination Value. Lenin, shall famish
Leor with a condition of impose evidencing the Ismance of policy or policies naming Lessor m an additional named themunder for
the liability coverage and as loss payee far the property &range coveri Each such If, shall be in such farm end with each ins.
an may he mt®Oeory m Lessoq shall insure Lasaor s inleasI, regardless of any breach or viomlian by Losses of any warranties,
declamations or cambiums in such p01ici.: and shall cocoon a clause requiring the insurer to give 1a Lower at Ie t 10 days price written
noise of (1) the ormallmort oreach Polity or (it) any amendment its life icons ofmch polity ifmch amendment would muse the policy
no longer to conform Ian the Policy requirements seed in this Paoaemah I . Lame dust be under no duty an ascertain IM1e evenmm of or
to examine any such policy ar to add a Luxe in the event any such policy shall as comply Isilh the recarmlents heaoL In the event
that Lessee shall fail to obtain the insurance aquid order this Paragraph IS Lamar may ,main insurance in accordance with this
Paragraph aud L.sa shall he raquid in amorous, Lessor for all rmmmbe rem and expenses, including immune, premiums, tar
rgrrteClitn lheo wllh.
16. END OF TERM. Upon expiration of the Initial Term of IM Lease and, except m othcrwim s}sifically in fanh herein, any
orm ewal co, and, provided thin the Lease hen no been teminated early and Lessee is in compliance with the Lease in all reapecm and
no Feem of Default hen occurred and is contiming, Lessee may upon at least 180 days and not more than 365 days prior wrium come
to Lessor eeercim one of the following options:
(i) pechme all (but car less than alp urine Equipment for a purchase price equal to the then Fah Mmket Value of the Equipment.
Upon such indefeasible payment. Lmsor will transfer to Levi on an AS IS BASIS (fees and clear of any lieu attributable
to Lmsor), all of Lessor's interest in and to the Equipment and shall release in, lien on the applicable Collateral. Lmsc, shill
pay any sales and use times due on such transfer. Leaser shall ram he required to make and may specifically disclaim any
representation or warranty as to the condition of such Equipment and some mantles (except Ihal Lessor shall warrant that it
has conveyed whatever interest it received in the Equipment fain Lmsee, free and clear of any liens attributable to Lessor).
At I.', expense, Lmsor shall promptly execute and deliver to Lesson, such statanems of nomination, m com imbly may
be equirM in order to release or terminate any interest of Lesser in and on the Equipment and the Collaeral and perform
men.,her visions. Lt.. may amommly.,.I to e(fineale the foregoing, or
(it) renew the Lease with respect to col ofihe Equipment.1 the capitation of IM Initial Tew Or the Iben Fah Modteo Renal Value
of lho Equipment far a term to be agreed upon by Lmstt and Lamar. "Fair Markel Renal Value" of the Equipment for
,epos. of the poceding mr. shall be an amount determined according to the following procedure. Upon rteeipl of
Lomm's notice ofemetion to maw the Lease Lessee and Lmsor will mompal to agree an an amount during the next 30 days,
and the smoanl so agreed upon shall M the Fair Maktl Rental Value. In the event L.sm and Lmsee camel agree on an
owl during such 30-0 y period. When earn any shall choose an independem mptaisea and the Iwo apmincers shall each
domain the Fair Markel Renal Value airline Equipment an be bobs of an ma's -length ttansaction between an informed and
willing l.sor and an informed and willing lessee under no compulsion to lease. The average afthe amounts detemined by the
Iwo appraise. shall be the Fair Market Rental Value. Each party shall pay the expense ofine appraiser it chaoses; or
tid return the Equipment In Lmsor in a earomme with paragraph 17 oflM Lease
17. RETURN OF THE EQUIPMENT. Upon the expiration an earlier facrimticn ofthis Lease by Lasor(wkss Lem Pgeteri the
Egwparml penman to paalpaph I6). Laxe shall ream the Equipment to Lessor m accordance with (i) or (it) below.
(il Issmr shall dmage fonhe de-inmlmlion and disassembly and packing ords, Equipment logsther wish all Pans and pieces and
Then reinlallmion and amsembl, limludmg if necessary, repair and uvedmul) at it sale cost and expense. Lmsor agaa to
cooperate with the Lessor in all amme in order to make arrangernmm with respect or such de-inldlalion reed dissmembiy of
the Equrymenl and in ensure that all Equipment and. an the Lease shall be rammed to the Lam, in a manna cammont with
prudent industry, standard..
(it) Per Lamr's instructions, Les.¢, shell aermal the F.quipmem to Lemur installed and in use at the Equipment Locution set
roM shwa foe and clear afany rights an flown. of Lem and Lessor tar a qualified third -patty sumpro mey no Lessm) shall
operom and maintain the Equipment at the Equipment Location and Lessen shall continue to grant Lmsor access rights
,..am to the moms hereof.
18. ADDITIONAL ACTION; EXPENSES. Lessee will prmnplly eaecme and deliver tu Lessen such further do.... sad mks suer
fnthm seliesmm Lessor may request in other in carry am mart cR teal, the intent and purpose of this Luse. Lessor and any assigner
of Lessor is nulMri d to file awar mart Uniform Comment, Cade framing smremenu without the signature of L.am or signed by
Lemon m any a.ignecof Lessor as mtaney-in-fact for Lesxa. If Lessee foils to perform an comply with my arm agreements, Lessor
mry esteems o comply with such correction
in to own come or in Lessee's name as together
w h i and IM1e amowl of any paymeats
and expenses of Lessen neural in connatian with such Perfoweme or conplunm, togelMr wilco mtartsl 111CROn at the cote provided
below. shall be barred mar payable by Lnsee upon demand.
19. LATE CHARGES. Barry payment whether for can m otherwise, is net and when due. Leor may impmc a Isle charge of up to
5%of than mount past due (or Unemotional seem pains ad by applicable law, if less). Payments IhomRer received atoll be applied
first o doliequem inmllmenm and then to current Immllmonm.
20. DEFAULT. Each arm, following seems shall cmilime an"Event of Dehuk" Fcrewdw. (a) Lessee shall fail in pay when due any
instillment of basic ant m other amoral under the Luse; (b) Lance shall fail to observe or perform any other egreanml to be observed
or performed by Lem Mrewder and the mmmuance themar rut 10 calendar days following written notice Ihomfby Levine an Lesaz:
(c) Len'me, shall cease doing business as a going moment or make an apparent fen the bmtafrt of creditors: (d) Lmmee sholl voluntarily
fie, or have filed almost it involuntarily, a Pnilion for liquidator. rmrgertizetioa adjustment or debt, ce similar relief ceder me federal
Bigi mpsry Code or any ether present m fuwre federal an slam baNuuptcy or inmlomey law, or a trustee, receiver. or liquidator shall be
appointed of it or of all or a substantial pert of its etas; let an went of default shall incur order any other obligation Lmsee ow, an
Lessoq (D an even) of default shall .. under any indebtedness Lose, may now on, bervfier we to any aflihata .1L., (9) any
rep—mosion watranly ur rant rmed, made by Lessee in eunnmian with the Leine (including any amlecomm or information provided by
L. in connection with Lessor's application under Sector 1603 of the American Recovery and eeinv.wrnt Act a1200 for won
row aW.: sear LweM Name eweavar con - {EASE
Payments m lieu of lax audio for IM1e Equipmrn0 shall be, wrue or misleading m my manowl respect as of the data the same was
delivered 10 Laser. or (h) the Lease fails la provide Lessor with security interests in the Calhleml and Lessee fails to necessity such event
21. REMEDIES. Lover may acmkx any dber riPftl m remedy evailehle to i[ by law or by egrecrnem, end may in any went tawtt
legal( and other expenses incurred by Masan of an Even[ of Default or the exercise ofwy mealy hemwder. Lower shall have all of
the rights and f¢medies with nspM to the Collmem) of n scoured par under the applicable Uniform Commemial Code and such
additional rights and temedies to which a secured party is entitled. No remedy given in this Paregifirrin2l is intended to be sclusive.
and each shall the cumulative but only to the extent incomes, to permit Lessor to recover amounts for which Lmsm is liable hereunder.
No expMas in implied waivtt by Lesser of any breach of Lessee's obligations hereunder shall mv[itete a waiver of any other brooch of
Lessee's obligatiotn hereunder.
22. NOIDCES. Any written active huander to Lessee or Lessor shall be deemed to have been given when delivered p ratmally or
deposited with a rtI.Ocal wvougho caurttt service or in the Urged Stun mail, portage prepaid white ssed m fecipied at its ad esi
sec forth an the first page fthis Lase or al such Other address as may he last known to the wndo..
23. NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely no Ian and Lessee's obligation In pay rear
and ..am. payable by Lessee hemmadois wcontinental end ittememble and shall be paid without any abocamr, reduction, so flor
defmas.for, kind.
24. NON -CANCELABLE LEASE. This Leese cannot be canceled or terminated except as carnality provided herein.
25. SURVIVAL OF INDEMNITIES. Lessee's obligations under Pamemnhs 9 10 and 21 shall survive uncommon or expansion ofthis
Lease.
21s COUNTERPARTS. There shall be but arm ewmegmn of this Lease and such muntcrfun will be marked "Origmol." To the extern
that his Lease mmttlutes chapel papa has the[ term is defir al by the Uniform Commercial Cade), a security intent may rob be enand
in the Lease marked "Original"'
27.NON-WAIVER. Nocomseofdalingb m[ nLasorwd Less mmy&k yoramissimontF ponof Leswrinexmisingany
rights hereunder shall opemtc se a waiver of any rights of Lessor. A waiver oo any one ocasion shall not he mostano a a bar m err
ott army right ar remedy assay fWute oasiwas . This Lee is a net lease and a "nuance lease" undo Article 2A of the Uniform
Commercial Code. To the eatent permind by applicable low, Lass Fereby waives my and all rights and nmoies concerned man a
Lanz by Article IA-508 through I -522 of the Uniform Commercial radC, including but rip limited te Lessee's rights m: it canal
this Less¢: (it) mpothmo this Lease; (m) rijmube Equipment; Ov) revoke Nerviowee of the Equipment; (v) mwerdwatim Son Lessor
I., any Issuance of..ty m his any other Mason: (It) man o secmny interest in the Equipment in Lessee's possession or mnwl for
any reason; (vim) dome all many Pan of my claimed damages mulling from Lsmr s delhult, if arty, under IM1eLase; (vital accept
panel delivery or the Equilawm: (is) "ever" by making any plachnew or Icac of or mooed to purchase or leave Equipment h
substitution of Equipmat identified to this Leese: (a) recover any permit, special, incidental, or emrscquerand dvnags, far any more
whats.wer; and (xi) specific performisom ter leviv, define, saluaOMtiaq chin, delivery or the like far the Equipment identified to his
Lease. albeexre LowerriRoby echo urgelaw, Lsscehahemmnt iv misigion, anowog's dpwmc as dby smwteorolh 21 or
which may requite Lessor to sell, lease y otherwise use my Equipment to under
eri u of Lessor's damage m sit I'aM h Pammenh 21 m
which may Otherwise limit or modify any ofLcssor'rights or remedies under Pen¢nph 21.
28, REPRESENTATIONS AND AGREEMENTS. Lessee hereby represents and or. that:
le) eRedive on the dart nn which Lssm exmma this Lcsc: (i) if Lessor is en entity, nc� mammon end tldivery of Nis Leine mJ
IFr pafmman t of Lessees behalfiof bereunder have been duly aulbeliao rm all nerasary action w the passe Lessee: (ii) [he
person is Lowe
Ibe Lae on behalf d L�ec is duly ambori d; lei) all lid and
provided by Lessor is Lessor in cwnenion
wi[h this Lase is we and wm'C1: wit liv) this Leese cwatiwms a legal, valid and binding obligation ofLasm, mfonable ogailmm
Lease, in a crodwce with its terms:
(b) the Lase will not violate Isaac's .... a¢ati... I documents or applicable) and will nod viola¢ or mull in o default under
may agteemrnr or Other tnmmmml binding upon Lessee:
(c) Lessre 0) seraphim with, and will continue to amply with, all applicable mvmwmmml laws with respect to the Equipment
Location, (it) is sat subject to any environmental liability with mpecl to the Equipment Location (is) does not knew of any
fact, cirthrompoce o wndidon with mines, m the Equipment Location then would mortality he expected on molt in on
environmental claim;
(it) Lessee has provided Lollar with We, cored and complete copies of IM1e Project Documents
le) Lma is not, and will nut become, a a mull of Lssee's excculion, delivery of performance of this Leese, subject 10
missialmn (i) wdar the EPA, the Public Utility Regulatory Policies Act of 1998 CPU RPA- ) or Public Utility Holding Company
Act of 2005 ("PU 11CA 3W5'I, awl, as amended or any regulations rhrrrwder or (it) as im "elmaial .,oration,"public
utility -err the emivaleal antler any applicable sale law, a amended, or other applicable law;
(p Lessee is the sure awn, of the Collateral (other in.. the Equipment), has good and valid rifle to each Collateral, mandate all
righ,. lid. and interest tbentn, flee and clear of all It.,,;
(g) Lessee hes grwmd to Lessor a perfected furs( priority lion on and security imeml in [he Colldeml in which a security interest
may be creased antler Article 9 ofrhe New York Uniform Commercial Code; end
(h) neither Lesser, nor 10 Lwsec's knowledge. ony aKllete of the Lessee lit appar, on the OFAC SDN Lisq (ii) are included in.
.wool by, consulted by, Main, for err on behalf of, providing ashtmcw supr on, sponsmhiI, or services of any kind to. or
otherwise swooned with any of the pedmts or entities referred to or described in the OFAC SUN Len; or (ill) have conducted
bminuss with or enga,ed m any .amnion with any person or ¢nary wend an any of the OFAC SDN Lear m any person or
many included in, owned by, controlled by, aging for or on behalf of, providing ossgtenee, support, sponsorship, or service of
say kind m, or otherwise esswtatol with any of the person or amnia referred to Or described in the DEAL SDN List. Far
now a1. soartworyrn. 1 awa1 me -IFASP
Farmers of this Lease. "OFAC SON List" means the list w"'Specinlly Designated Nummals end Blocked Persons" malmuned
by the United Smtes Department ofTreasary Office of Foreign Assess Cannot.
29. TAX REPRESENTATIONS AND AGREEMENTS. Lessee re,gami werrnnu and agrees thee
(a) neither L. (star any of its aRllates) has claimed or will claim that Losses, is the warm, of the Equipment or any portion
thereof or that Levee is otherwise entitled to all or any of the Preiro aramod Financial Incntle., except - authorized by the
Lessor, and neither Lessee nor any of its Affiliates will file any Ina return or take any position that is inconsistent with the
aeatment of L-sof as the ..or ofrhe Equipment ar any portion therm!;
(b) Lessee he not previously assigned to any other patty any rights to the F.nvimnmanul Financial Incentives, and Lessee he, ma
knowledge the any other pany has a right or has claimed a right to all or any pen of the Environmental Financial Incentives;
(0 Lessee will provide to Lessor (or its desigmm on a timely basis mry documentation required an support eligibility (or and to
establish the amoud ofany and. in lieu of sex credits that Lessormay claim
(a) following submission of any application by Lessor for gents in lieu of sae credit. Lessee will provide to Lessor for its
designee) on a timely basis any documentation required to demomtmte met the Equipment remain eligible far.M pants and
such other documents or Lessor- he United Smes Dmar.mml ofrhe Treasury ('Treasury" ) may, requ-l;
(O all informmom that Lessee has provided Ir Lester purame, to this Lease is as will be we and accurate in all material
romance, and Lessee will formally inform Lessor if Lasser demmrinee that any such information was materially iaccurate or
monism; and
(g) Lessee shall -ecure and deliver such other cenifimus end other resume. end eke such her mticas as may be
memorably requeled by Lessor in Lumbermen of pails in lieu of sex credits that Lessor will claim with regunt to the
Equipment
Jo. MISCELLANEOUS. Thu Lease end .M [continuum Agreement cmemiame the entire agreement Mtween Lessor and Lessee and
may be modified only by a written iemtmenl signed by Lessor and Lessee. Any provision of this Lease that is umnforceable in any
jarisdidian shall, as to such jurisdiction be inef! five to the eaten of such a crforembilily withrm invmlidning Has remaining
provider of This Lease, and any such umnfomeability f any jurisdiction shall not render ummf meth, each provision in any other
ju baliuion. Permit headings me for convenience only, are not pan of this Lease and shell not M deemed to of= the meaning of
reommion o !any ofrhe ptromemu hereof. In the svent there is mom loan one Lessee named in t his Lease. IM1e obligations rf-ch shall
be lead and several.Lester may in its sole discretion, accept a photocopy, elecomindly wousen ad fneimile- .,her Monsignori of
this Lease (a "Counterpart") sa the binding and eRectioc record of this Lease whether or not an ink signed copy hereof is also
uived by Lessor tram Lessee. provided, however, that if Lessor accept a Caonmpmt a the binding and effective record hcrmf.
the Coanmryan acknowledged in writing above by Lester shall constitute the accord hereof. Lessee apma Had such Cmanda wd
recriscal by Lester, shall, when acknowledged in writing by Lessor. emal me an original dmmnmt far the Faufamee of establishing
the provisime themmf and shall M legally admissible under Has them evideace rule and binding on and enforceable egained Lessee. If
Lessor worries a Counterman as the binding and eRective accord hereof only such Commitment mkrowledged in writing shove by
Leaser shell be meshed •'Original' and to to. exam, that this Leese monstrous chauel paper, a security iota-. may only be cacmod in
the Lease that Mars Lessar's ink signed ocknowledge Bard and is marked "Original"This Lease shall in all r-pece, be groomed by,
and comtrued in accordance with, the subliminal owe of the more of New York, and the Pani- (i) agree that any disputes arising under
this Lease shell M sdjudiceted by a judge of the court having jurisdiction and shall M oared in Eric County, New York end (it)
worse any right they may haven to ajury arm ofany claim or cause ofmlion hosed an or arising out of this Lease.
TIME IS OF THE ESSENCE. WITH RESPECT TO THE OBLIGATIONS OF LESSEE. UNDER THIS LEASE.
Pqe aMm'aonr LrbMbnMcomesix Ne-mFF.
Scbnduk A
Dettdplbn afEgn,.W
sPe Amlian.:
.Sim Addmas
I ✓mnn L. Gibbs Or.. Gham. NY r4850
So'. She (CaPaCl3)
24.84W
Edimmedymr I Praduciian
16.485kWh
b me Denign
Q(v 1I08).Solar Modules: Qry (4) Invenv
DelNery POM
Main Dinalbudoo Panel
Derignllmmll
See belonfordre plan and?evem larnm
Pga)tlB; So1rLRarry EleWe CenVnn Me-.F E
Sehoduk,0
Base Rem Schedules
Month
Estimated kWh
Estimated
Electrical
Satan a
Monthly Pont.
Estimated Total
Caat Saving.
January
1236
$74.16
$125.00
-$50.84
February
1497
$89.82
$125.00
-$35.18
March
2322
$139.32
$125.00
$14.32
April
2775
$166.50
$125.00
$41.50
May
3249
$194.94
$125.00
$69.94
June
3144
$188.64
$125.00
$63.64
July
3302
$198.12
$125.00
$73.12
August
2909
$174.54
$125.00
$49.54
September
2350
$141.00
$125.00
$16.00
October
1760
$105.60
$125.00
-$19.40
November
982
$58.92
$125.00
-$66.08
December
959
$57.54
$125.00
-$67.46
26485 $1,589.10 $1,500.00 $89.10
1. I omr shall not m liable for any delay or impairment of pedbmmnce, resulting in whole or in pert from Acts of
God. severe weather conditions, labor disruptions. govcmnualal decrees or controls, insurrections, war risks.
shortages. inability to preem, or ship product or obtain permits and licenses, so pplias of matenals. or any other
eireu msmnccs m causes beyond the consul of Lessor m the conduct of its business.
Estimated Electrical Savings is contingent upon customer's current cost per kWh ($/kWh) from the utility
company and is not n guaranty by Lessor.
na.aaa sae�umm o-ss,C—wro..� .tusa
Schedule C
Pnyeci CocumeMe
(i) any renewable energy credit sales agreement
(ii) the Interconnection agreement
(in) module warranlles; and
(iv) Inverter warranties.
,,.s I. saki 1,.,M —�11.e----
Installation Agreement
This Installation Agreement (the "Agreement"), dated as of April 4, 2012, is between
Solar Liberty Energy Systems, Inc. ("Instatler"), Solar Liberty Electric Company, Inc.
("Owner"), and City of Ithaca, (the "Customer"), collectively the "Parties". Installer agrees to
sell and install and Owner agrees to purchase a Grid-Intertie Photovoltaic Generating System
(the "System", as further described below), at the Installation Location, as defined in paragraph
1 below, for the consideration and upon the terms and conditions set forth herein. Upon such
sale, Customer shall lease the System from Owner in accordance with the Equipment Lease
Agreement, executed by and between Owner and Customer for lease of the System and executed
contemporaneously herewith ("Lease"). Further, the parties hereto agree that all rights and
warranties provided to Customer shall continue through the term of the Lease.
1.
Installation Location
3I0 W Green St., Ithaca, NY 14850
(Physical Address):
2.
Expected Date of Installation:
The later of January 1, 2013 or
180 Days of
NYSERDA's approval
3.
System Cost Breakdown:
Photovoltaic Modules
$109,792.80
Inverter
$14,531.40
Mounting Racks
$12,916.80
Conduit, Wires, and Material
$4,843.80
Engineering
$3,229.20
Installation
$16,146.00
Total System Cost or
Contract Price =
$161,460.00
(Before NYSERDA Incentive)
4.
DC Wattage for the System:
24,840
Number of PV Panels
Is) Standard Raring (DC
Watts)
Total (Nominal) DC Watts
108
1 230
1 24,840
S. NYSERDA Incentive:
NYSERDA Incentive Rate
x Total System DC Watts
Total NYSERDA Incentive
$1.50
24,840
$37,260.00
$
$
Total:
1
$37,260.00
14 2670
6. System Cost After NYSERDA Incentive:
Total System Cost
SERDA Incentive
=
Total Net System Cost
$161,460.00
$37,260.00
$124,200.00
7. Major Equipment Proposed:
Brand of PV Modules
REC Solar
Model of PV
REC 230 PE -US
Modules
Brand of inverter
SMA
Model of Inverter
PVP30kW
Brand and Model of
Roof Mounted
Mounting Equipment
Racking System
Brand and Model of
N/A
Batteries
8. Estimated Annual Output:
Estimated Annual Output in kWh 126,555
Owner and Customer understand that the System output is dependent upon climatic
conditions which are naturally variable, and therefore the actual output of the System over any
consecutive twelve (12) month period may be higher or lower than the Estimated Annual Output
stated above.
9. Equipment Location:
Location of Inverter and PV System Meter
As Shown on Site Plan attached to the Lease
"Site Plan"
Location of DC Disconnect
As Shown on Site Plan
Location of Utility Lockable AC Disconnect
As Shown on Site Plan
Owner and Customer understand and agree to the appearances, locations and mountings
as described above.
10. Installation of the System:
System Type
Net Metering
Battery (Yes/No)
Mounting Type
Grid Connected
Yes
No
Roof
Installer agrees to install the System on the Installation Location. Installer agrees that
any equipment used for the System shall be new equipment and that any installation shall not
commence prior to the approval of Installer's NYSERDA PON-2112 Solar PV Program
incentive application. Except for any obligations which are explicitly and specifically set forth
herein, Installer is responsible for the installation of a fully operational System for Owner, which
generates and delivers energy to the point of interconnection for use by Customer.
W02srw
In connection with the installation of the System, Installer agrees as follows:
(i) all work shall be completed in compliance with all building codes and other
applicable laws, including the New York State Building Code and the National
Electrical Code, and to the extent required by law, shall be performed by
individuals duly licensed and authorized by law to perform the work;
(ii) all components will be UL, or CSA, or ETL or similarly listed as required by
NEC;
(ui) shall, at its own expense, obtain a building permit, if required, and electrical
inspections necessary for the work to be performed;
(iv) in the event the System is a ground mount system or otherwise requires
excavation, the Contract Price, as defined in Section 3, does not include the
excavation of any excessive rock or any bedrock by Installer;
(v) shall install and initiate operation of the System in compliance with all
applicable distributed generation laws and rulings in effect at the time of the
installation, but will have no liability for future possible changes to such laws
or rulings or their affect on the operation of the system; and
(vi) upon completion of the installation of the System, Installer will remove all
debris accumulated by the installation and rough grade over any excavation
work.
Installer may at its discretion engage subcontractors to perform work hereunder, and
Installer will fully pay such subcontractors and in all instances remain responsible for the proper
completion of the installation of the System and compliance with this Agreement. All change
orders shall be in writing and signed both by Owner and Installer, and shall be incorporated in
and become a part of this Agreement.
Owner and Customer understand that the System is a Grid-Intertie Photovoltaic
Generating System that is required by state and utility company regulations to disconnect and
shut down in the event of a utility or electric grid failure, and will not provide back-up power in
the event of such a failure.
It. Payment Schedule:
In consideration for Installer's installation of the System, Owner agrees to pay to Installer
the system cost as further described in Section 3 (the "Contract Price"). The full Contract
Price shall be paid within thirty (30) days of the System achieving substantial completion of the
construction of the System so that it becomes fully operational and commences generating
energy and delivering it to the point of interconnection for use by Customer. In the event that the
total Contract Price is not received in accordance with the terns hereof, Installer reserves the
right to lock the System in a turned off, non-functioning position, and pursue any other remedies
until full payment is received.
IM02670
Owner has relied upon Installer to include any and all costs associated with the complete
installation of the System to be included in the Contract Price. In the event that additional costs
are required by Installer, Installer shall submit a written request to Owner explaining the reason
for such additional costs and the additional amounts that are being sought. Installer and Owner
shall make reasonable efforts to agree on a change order and revised Contract Price. If the
parties are unable to come to an agreement within thirty (30) days of written notice, Installer may
cancel the Agreement without penalty. Upon such cancellation, Owner shall fully refund any
amounts paid by Installer, less any reasonable fees and expenses incurred by Installer.
12. Title:
The Parties hereto agree that title to material, supplies, equipment and other goods
covered by this Agreement will pass to Owner upon receipt by Installer of the full Contract
Price. In addition, Installer will take all necessary steps to assign all manufacturers' warranties
for the System to Owner.
Title to all the material, supplies, and equipment incorporated or to be incorporated into
the System shall be free and clear of all liens, claims, security interests or encumbrances and
Installer warrants and shall defend such title, at its sole expense, against the claims of third
parties. Installer shall immediately notify Owner of the assertion of any lien or encumbrance
upon the System or any part thereof.
13. Eligibility to Receive NYSERDA Incentive:
The parties hereto agree and acknowledge that Installer is a NYSERDA Eligible Installer
and is eligible to receive the NYSERDA incentive rebate as shown above pursuant to
NYSERDA PON-21l2. Customer is an electric distribution customer of a local electric provider
who contributes to the Renewable Portfolio Standard/System Benefits Charge. Any and all
incentive amounts received from the NYSERDA PON-21 l2 Solar PV Program will be applied in
its entirety to Owner's system cost.
14. Termination:
In the event that (i) Installer fails to submit a completed Incentive Application to
NYSERDA, (ii) the Incentive Application is not approved by NYSERDA, (iii) the NYSERDA
Incentive received by Installer is less than the amounts provided in Section 5 hereof, or (iv) the
structural framing of the Installation Location's building does not support the installation of solar
panels and ballasts, Owner or Installer may, prior to the start of the installation and at its sole
discretion, terminate this Agreement without penalty and any payments made by Owner or
Installer will be refunded less any reasonable fees and expenses.
The parties agree that Owner or Installer may terminate this Agreement with no liability
in the event that the local electrical utility denies acceptance of the System's interconnection due
to area network restrictions. Customer agrees to use commercially reasonable efforts to assist
Owner and installer in entering into a metering agreement with the local electrical utility.
15. System Warranty
W0367v9
Installer warrants the full System for five (5) years to Owner and Customer (the "System
Warranty"), which shall commence upon the completed installation of the System and receipt
of NYSERDA's final approval. Installer warrants that the System (i) has been installed in
accordance with prudent industry standards and this Agreement, (ii) shall be free from defects in
design, materials and workmanship under normal operating conditions, and (iii) at the time of
completion, the System shall be in material compliance with applicable law. The System
Warranty covers all components of the System against breakdown or degradation in electrical
output of more than ten (10) percent from their original rated electrical output. The System
Warranty is limited to repair or replacement of defective components or sub -systems of the
System by Installer or its subcontractor.
The System Warranty is limited to the actual System installed by and work performed by
Installer and its subcontractors. This System Warranty does not cover intentional or accidental
damage, malfunctions or service failures caused by (i) the failure of Owner or Customer to
operate and maintain the System in accordance with manufacturer's warranties and prudent
industry standards, or (ii) acts of God, floods, storms, lightning, fires, or actions by any federal,
state, or local governmental authority.
Owner and Customer agree to maintain the System in proper operating condition in
accordance with manufacturer's warranties, as provided by Installer, and prudent industry
standards. Owner and Customer shall report any malfunction as soon as it is noticed to Installer.
16. Insurance:
Installer represents that it has purchased and has kept in force commercial general
liability insurance, commercial automobile liability insurance and workers compensation
insurance. Installer will provide evidence of this insurance to Owner or Customer upon request.
17. Environmental Attributes:
Customer, Owner and Installer acknowledge and agree that Owner will retain ownership of
all Environmental Attribute(s), as defined in Section 5 of the Equipment Lease, subject to
NYSERDA's interest in any REC associated with the System's energy production.
18. Data Monitoring and Reporting:
Customer agrees to take readings measuring the energy generation by the System every
six (6) months for the first three (3) years of the System's operation. All such readings and
measurements taken pursuant to this Section shall be delivered to Installer in order to be
submitted to NYSERDA. Notwithstanding the foregoing, the Parties may agree that either
Owner or Installer is responsible for taking such readings or measurements.
19. Access to the System:
Owner and Customer each agree that it will provide (i) NYSERDA or its representative
with reasonable access to the System for inspection purposes, provided that NYSERDA shall
provide Owner and Customer with three (3) days written notice of such inspection, and (h)
Installer or its representatives with reasonable access to the System in order to for Installer to
1"02679
conduct inspections and/or System maintenance during the 5 year warranty period.
20. Customer Acknowledgments:
In connection with the installation of the System, Customer acknowledges and agrees as
follows:
(i) NYSERDA and its representatives are permitted reasonable access to the System for
inspection purposes and Owner and Installer are permitted reasonable access to the
System for inspection and maintenance purposes, pursuant to the limitations set forth
in Section 18;
(ii) Customer shall be responsible for any costs associated with bringing any building or
structure that the System will be installed on at the Installation Location up to code in
order to pass building and electrical inspections and obtain necessary permits and for
any costs associated with structure upgrades required, as determined by Installer, to
support the System;
(iii) NYSERDA will hold the title to any Renewable Energy Credit ("REC") associated
with the System's energy production for three (3) years from the date of System
operation, pursuant to the terms of the NYSERDA PON-2112 Solar PV Program;
(iv) Customer shall enter into the Equipment Lease with Owner; and
(v) Installer has permission to take images (including motion picture or still
photographers) of the System at the Installation Location for any purposes, including
advertising, promotion and marketing.
21. NYSERDA Terms and Conditions:
NYSERDA's website www.00wematurallv.org contains information on NYSERDA and
the funding program under which support for this System will be requested. Customer and
Owner understand that neither NYSERDA nor the State of New York: (1) endorse any Eligible
Installer, or (2) guaranty, warranty, or in any way represent or assume liability for any work
proposed or carried out by an Eligible Installer. Additionally, NYSERDA is not responsible for
assuring that the design, engineering and construction of the project or installation of any the
System is proper or complies with any particular laws, regulations, codes, licensing, certification
and permit requirements, or industry standards. NYSERDA does not make any representations
of any kind regarding the results to be achieved by the System or the adequacy or safety of such
measures. NYSERDA will not make any payment of the incentive rebate to Installer without
proofs that all required permits and approvals have been obtained. The Parties agree to
collaborate with NYSERDA's Director of Communications should s/he prepare any press release
or plan any news conference related to the System and authorize NYSERDA to use System
photographs in brochures, on its website and in other print materials.
22. Governing Law:
I W2ers
This Agreement is governed by the laws of the State of New York, notwithstanding
choice of law provisions, and any disputes arising under this Agreement shall be venued in Erie
County, New York.
23. Notices
Any written notice under this Agreement shall be deemed to have been given when
actually delivered. Any such written notice may be delivered personally, or deposited with a
nationally recognized overnight courier service or in the United States mail, postage prepaid,
addressed to recipient at the following address, or at such other address as the applicable party
may request in writing:
If to Installer:
If to Owner
Solar Liberty Energy Systems, Inc.
Solar Liberty Electric Company, Inc.
6500 Sheridan Dr. Suite 120
6500 Sheridan Dr. Suite 120
Buffalo, NY 14221
Buffalo, NY 14221
Phone: 716-634-3780
Phone: 716-634-3780
Email: Nathan@soluliberty.com
Email: AKRizzo@solarliberty.com
If to Customer:
Mailing Address:
City of Ithaca
Controllers Office
108 E Green St.
Ithaca, NY 14850
Phone:(607)274-6570
Email: dbelmaker@cityofithaca.org
24. Entire Agreement; Modifications:
This Agreement and the Lease and NYSERDA's Addendum to Customer Purchase
Agreement attached hereto as Exhibit A CNYSERDA Addendum"), is the entire agreement
between the Parties and supersedes all other oral and written communications and
representations. In the event of a conflict between terms of this Agreement (including any and
all attachments hereto and amendments thereof) and the terms of the NYSERDA Addendum, the
terns of the NYSERDA Addendum shall control. Customer may, but is not required to, consult
an attorney prior to entry into this Agreement or the Lease.
This Agreement shall bind the respective parties hereto, their successors, legal
representatives and assigns.
Modifications to this Agreement most be made in writing and signed by all parties.
14 2670
25. Assignment:
This Agreement shall be binding upon and shall inure to the benefit of, and shall be
enforceable by, the Parties and their respective successors and assigns as permitted by and in
accordance with the terms hereof. Installer may not assign this Agreement without the consent
of Owner. Owner may assign its interest in this Agreement and sell or grant a security interest in
all or any part of the System without notice to or the consent of Customer. In the event of a change
in ownership or title of the Installation Location, Customer may assign this Agreement, upon
notice to Installer and Owner to the new owner of the Installation Location, provided that such new
owner assumes this Agreement and the Lease Agreement in writing and customer shall reimburse
Owner for any loss of Environmental Financial Incentives or Environmental Attributes.
26. Counterparts:
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Any
signature page of any such counterpart, or any electronic or facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed counterpart of this Agreement,
and any telecopy, .pdf-format or other facsimile transmission of any signature of a party hereto
shall be deemed an original and shall bind such party.
[Signature Page Follows]
14 02670
This Agreement entered into this the
INSTALLER:
Solar Liberty Energy Systems, Inc.
By: Nathan T. Rizzo
IK@6M
day of 20
OWNER:
Solar Liberty Electric Company, Inc
By: Adam K. Rizzo
Its:
CUSTOMER:
City of Ithaca
By: [Print Name]
Its:
EXHIBIT A
NYSERDA Addendum
[Insert provisions]
1"Q670
PON 2112 Incentive Application Form Attachment B
INCENTIVE APPLICATION FORM
Name of Eligible Installer/Installer Number: Nathan Rizzo/4116
Eligible Installer Email: Nithan@solazliberty.com
Name of Company: Solar Liberty Energy Systems, Inc.
Eligible Instal let Phone: 716-634-3780
Owner Name: City of Ithaca Fire Department
Owner Phone Number: (607) 274-6570
Installation Address: 310 W Green St.
City: Ithaca Sam, NY
Zip: 14850
Mailing Address (if different from installation Address:
City: Sure:
Zip:
Owner Email: dbelmeker@cityofithaca.org
Utility Service Territory: NYSEG
Expected Date of Installation: January I, 2013
Expected Dale of Interconnection January 10, 2013
Plcase attach pmof of payment by customer imo Renewable Portfolio
Standard (as shown on utility bill or letter fiom utility)
Building or Customer type Check all that apply:
_New Construction _Existing Home
_Commercial _Single Family
24 Family Residential Multif ily
_Agricultural _Industrial
Educational Not For Profit
x Municipality/Govemmcnt Other
Required System Documentation - Each Incentive Application must include as attachments: site map, shading analysis, three -line
electrical drawing, and uli lily bill.
PV Panel Manufacturer: REC Solar Model: REC 230 PE -US Number of Panels: 108
PV Panel Manufacturer: Model: Number of Panels:
Invader Manufachaer: PVPowemd Model: PVP30kW Number oriuseners I
Inverter Manufacturer: Mode[: Numberoflnvedets
Inverter Efficiency: 96.0% Orientation: 180 Tilt: 10
Total System Production kW (DC at STC): 24.84 Total System Production AC: 20943.36
Customer's Annual Electric Usage (kWh): 228240
Expected Annual kWh Produced by System: 26555 Annual Electrical Offset Associated with the PV System: IL63%
(Must Not Be Greater Than I10%)
Total Cost Before Incentive: S161,460.00 Incetnive Tand: $37,260.00
Incentive Calculation: 37260
Estimated Annual losses from shading: 0 kWh 0.00%
Estimated Annual losses farm orientation, till, ate.: 959 kWh 3.60%
Estimated Annual losses from shading & orientation: 959 kWh
Does total Square Image of PV army exceed 4,000 square feet
3.60
No
If Batteries are a part of this System. What is their capacity: No
PON 2112 Incentive Application Form Attachment B
Clipboard Audit: The Company/installer agrees to complete a clipboard audit consisting of two main components: aninterviewofthe
home/building owners to ascertain energy use habits and the age of the building, and an inspection of the building to identify potential
energy efficiency measures, especially low and no cost measures that could reduce the electricity load of the building. This would
include as inspection of the bond wired lighting systems and fmac m iding light fixtures, appliance ages and whether they are ENERGY
STAR, the presence of advanced power stops for consumer electronics, existence of -vampire loads related to consumer elecuonies
and battery chargers, use of pro,ra mnble thermostats or timers for air conditioners, age and condition of the doors and windows, and
inquines to the owner regarding any recent installation of insulation. The PV installer would conclude the audit with a homeowner
debriefing. The installer would leave a copy of the inspection form with the owner at the end oftbe inspection. The form will include
description of the home, recommendations of changes to reduce electric consumption, and any fixes the homeowner can do. The
installer will also leave a list of Home Performance Contractors that could install more complex energy efficiency measures,
informational brachums informing the owner of the details of utility or NYSERDA energy efficiency programs available to home
owner, and a brochure of low cog/no cost tips for reducing energy consumption. The inspection should last no more than 60 minutes.
(initial to acknowledge requirement and adherence)
Non residential Energy Management: The Company/ Installer will provide non-residential building owners with information on
Energy
Sire's Portfolio Manager Renchmarking Tool or other equivalent ool and, ifoo,ested by the building owner, assist them to enter utility
bill information into the Tool in order to produce an EUI (Energy use index)b and, where applicable an Energy Slav score. The installers
should also Provide informational brochures on NYSRRDA and utility energy efficiency programs. Customers will not be inquired to
benchmark or implement energy efficiency measures as a pre- requisite to receive a PV incentive. (initial to
acknowledge
REQUIRED APPLICATION DOCUMENTATION: Each Incentive Application must include all documentation listed on the
attached checklist.
If batteries are pan of this system, what is their capacity?
CERTIFICATION STATEMENT: I certify that all information provided in this application, including workshects, analysis, permits
and approvals is true and correct to the best ofmy knowledge.
Installer Siganlum. Dam
Print Name _Nathan
Print Name Nathan
Print
Internal Use Only
: Received by NYSERDA
feted Form and All Required Attachment, _Yes _No
Approved Denied Date:
PON 2112- Solar PV Program Attachment E
ADDENDUM to the CUSTOMER PURCHASE AGREEMENT
All Customer Purchase Agreements most include an executed copy of this Addendum to be eligible to apply
for Solar PV Program Incentives. The Eligible Installer is identified as "Installer", the Customer or Owner is
identified by "Customer", and the Eligible Installer's Affiliated Entity is identified as the "Company".
Solar PV Program Incentives are only available for the installation of new equipment and PV Systems that
have not been installed (partially or completely) prior to NYSERDA approval of the Incentive Application.
Incentives will not be provided directly to the Customers but are paid to the NYSERDA Eligible Installer, who
most then apply the entire approved amount to the Customers system cost. The Final Invoice Checklist,
completed and signed by the Installer and Customer at the time of commissioning, must accompany the Final
Incentive Payment Form submission.
Review of System Design NYSERDA will review the design of the PV System considering issues including,
but not limited to, system layout, orientation, shading, expected output, etc. NYSERDA approval of the
Incentive Application is contingent on adherence to the proposed system design. Installers must receive
approval from NYSERDA for any material modification of the proposed system or its components, or the
incentive may be revoked.
AB potential system output losses (after all equipment loses are applied) associated with shading, system
orientation, tilt angle, etc. may not exceed 20% of optimal system output to receive the full incentive. Such
losses must be detailed in each application package using industry accepted shading and orientation tools,
verifiable assumptions and calculations. System with losses greater than 20% of optimal output due to shading
and orientation issues may be considered on a case -by -case basis. However, any available incentives for these
systems will be prorated by output loss. In cases where trees or any other obstruction must be removed or
moved in order to meet the program rules, incentive payments will not be made until the obstructions are
removed and a new shading analysis and photos have been submitted and reviewed by NYSERDA. Any trees
or obstructions most be clearly labeled in the site map.
Qualified Customers: Incentives are available to electricity distribution customers of Central Hudson Gas &
Electric Corporation, Consolidated Edison Company of New York, Inc., New York State Electric & Gas
Corporation, Niagara Mohawk Power Corporation, Orange and Rockland Utilities, Inc. and Rochester Gas and
Electric Corporation who contribute to the Renewable Portfolio Standard/System Benefits Charge (sometimes
referred to as "RPS/SBC" as a line item on bills).
Warranty: Both the Eligible Installer and the Affiliated Entity shall offer a full transferable warranty to the
purchaser of the PV System installed under this Customer Purchase Agreement for a period of (5) years after
the Eligible Installer has completed the installation and NYSERDA's final approval has been provided. This
warranty covers all components of the system against breakdown or degradation in electrical output of more
than ten percent from their original rated electrical output.This warranty covers the full costs including labor
and repair or replacement of defective components or systems. If a battery back-up is installed under this
Agreement, the Eligible Installer and the Affiliated Entity shall offer a full warranty to the purchaser for the
battery system for a period of 2-years after installation. This warranty covers the battery system against
breakdown and covers the full costs.
Title to Renewable Energy Credits: Renewable Energy Credits (RECs), which may also be referred to as
green power attributes or tradable renewable credits (TRCs), are the environmental benefits associated with
electricity that is generated from renewable sources such as wind or solar.
PON 2112 Incentive Application Form Attachment E
Funding from New York State's Renewable Portfolio Standard (PPS) contributed to develop the PV System
identified in this Customer Purchase Agreement. The parties acknowledge that for the first three years of
operation of the PV System funded under this program, NYSERDA will hold title to the RECS.
Data Monitoring and Reporting: For a period of three years, the Installer Customer (Please
designate and ini(ial) must take readings measuring the energy generation of the PV System every six months. For systems
25 k W and higher meter readings must be taken monthly and reported to NYSERDA every six months for the three year
monitoring period. While the customer may be responsible for taking meter readings, all meter readings must be submitted
to NYSERDA by the Eligible Installer.
Quality Control: For quality control purposes, Customer must provide NYSERDA or its representative with
reasonable access to the PV System for inspection purposes. Final incentive payments may be contingent on
NYSERDA inpection of the installed PV System.
Publicity and Site Events: Customers and Installers are required to collaborate with NYSERDA's Director of
Communications should they prepare any press release or plan any news conference related to the PV System.
NYSERDA is authorized to use the PV System photographs in brochures, on its website, and in other print
materials.
Tax Incentives: Customers are encourages to consult the IRS (see www.irs.gov), the NYS Dept. of Taxation
and Finance (see www.tax.statc.ny.us) and with an accountant/tax advisor for details on eligibility for the credit
provided in the law, regardless ofwhether the Installer has provided information regarding the expected tax
benefits (real property, federal or state tax incentives, or sales and use tax exemptions).
Cost Estimate/Total System Price: The Customer has relied upon the Company/Installer to include any and all
costs associated with the complete installation of the proposed PV System in the Customer Purchase Agreement.
If additional costs are sought from the Customer, the Customer Purchase Agreement may be cancelled without
penalty and the customer may seek a full refund of any deposit paid to the Company/Installer or costs the
Customer incurred under this Agreement, less any reasonable site visit fees charged by the Company/Installer.
Incentive Estimate: If the Installer does not submit a completed Incentive Application to NYSERDA, or if the
Incentive Application (a) is not approved by NYSERDA or (b) if NYSERDA approved a lower incentive, the
Customer may terminate this Customer Purchase Agreement without penalty and seek a full refund of any
deposit paid to Installer or costs he or she incurred under this Customer Purchase Agreement, less any
reasonable site visit fees charged by the Company/Installer.
PV System completion/commissioning: The Company/Installer agrees to complete the installation of th PV
System, and request necessary inspections, within 120 days of NYSERDA's approval to the Incentive
Application. Unless written approval of an extension has been issued by NYSERDA, the Company/Installer will
be required to return any and all incentive payments to NYSERDA if this milestone has not been met.
Clipboard Audit: The Company/Insmller agrees to complete a clipboard Audit consisting of two main
components: an interview of the home owners to ascertain energy use habits and the age of the building, and an
inspection of the building to identify potential energy efficient measures, especially low and no cost measures
that could reduce the electricity load of the building. This would include an inspection of the hard -wired lighting
systems and free-standing light fixtures, appliance ages and whether they are ENERGY STAR, the presence of
advanced power strips for constumer electronives, existence of "vampire loads" related to consumer electronics
and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the
doors and windows, and inquiries to the owner regarding any recent installation of insullation. The PV installer
would conclude the audit with a home owner debriefing.
PON 2112 Incentive Application Form Attachment E
The installer would leave a copy of the inspection form with the owner at the end of the inspection. The form
will include a description of the home, recommendations of changes to reduce electric consumption, and easy
fixes the homeowner can do. The installer will also leave a list of Home Performance Contractors that could
install more complex, energy efficiency measures, informational brochures informing the owner of the details of
utility or NYSERDA energy efficiency programs available to home owner, and a brochure of low cost/no cost
tips for reducing energy consumption. The should last no longer than 60 minutes. Customers will not be required
to implement energy efficiency measures as a pre -requisite of receiving a PV incentive.
Non Residential Energy Assessment: The Company/Installer will provide non-residential budding owners with
information on Energy Star's Portfolio Manager Benchmarking Tool or other equivalent tool and, if requested by
the building owner, assist them to enter utility bill information into the Tool in order to produce an EUI (energy
use index) and, where applicable an Energy Star score. The installers shoudl also provide informational
brochures on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark
or implement energy efficiency measures as a pre -requisite for receiving a PV incentive.
Consumer Information: New York consumers and cutomers me encouraged to consult the New York State
Office of the Attorney General website for consumer information:
http://Ww .ag.ny.govibureaus/consumerfrauds/tips/home_improvements.html The NYS Cosumer Pmtection
Board offers additional information with_ the following publications:
hap://www.nyconsumers.gov/pdf/home_impmvement brochure.pdf
Conflicting Terms: In the event of a conflict between the terms of the Cutomer Purchase Agreement (including
any and all attachments thereto and amendments thereof) and the terms of this Addendum, the terms of this
Addendum shall control.
Communication with Customer: Installer, Company and Customer agree that NYSERDA may, at
NYSERDA's discretion, communicate by voice and/or written format with any PV System Customer with
respecmo any matter relevant to a proposed or installed PV System. Such communications may he in reply to an
inquiry from a Customer or at NYSERDA's initiation.
Disclaimer: The Customer understands that neither NYSERDA nor the State of New York: (1) endorse any
Eligible Installer, or (2) guaranty, warranty, or in any way represent or assume liability for any work proposed or
carried out by an Eligibile Installer. Additionally, NYSERDA is not responsible for assuring that the design,
engineering and construction of the project or installation of any solar electric generation system is proper or
complies with any particular laws, regulations, codes, licensing, certification and permit requirments, or industry
standards. NYSERDA does not make any representations of any kind regarding the results to be achieved by the
solar generation systems of the adequacy or safety of such measures.
Certification Statement: By signing, all parties certify that they have read and understand the above
information and requirements and agree to abide by them. NYSERDA will not accept an application from an
Installer if the date of the signed contract is over 30 days prior.
PON 2112 Incentive Application Form
Attachment E
Customer: By signing below, the customer certified that he or she contributes to the Renewable Portfolio
Standard (RPS)/ System Benefits Charge (SBC) through a monthly electric utility bill. Please email NYSERDA
at PVQnyserda.org regarding any questions, or to check the status of your application.
Customer Signature: Date:
Print Name:
Eligible Installer: Bt Signing below, the Installer certifies that he or she is: (1) Eligible to participate in
NYSERDA's Incentive Program; (2) in compliance with Terns and Conditions of NYSERDA's program; and
(3) is bound by the Terns and Conditions of this Customer Purchase Agreement.
Eligible Installer Signature: Date:
Print Name: Nathan Rivo
Affiliated Entity: By signing below, the Authorized Representative of the Eligibile Installer's Affiliated Entity
(Company) certifies that the Eligible Installer is working for said company and is in compliance with
NYSERDA's Incentive Program. By signing below, the Company is bound by the Terms and Conditions of this
Customer Purchase Agreement.
Authorized Company Signature: Date:
Print Name: Nathan Riao
Solar Liberty Lease Program
Your Savings Summary
Organization: Ithaca Youth Bureau
Installation Address: 1 James L. Gibbs Dr., Ithaca, NY 14850
Congratulationsl Your building is a good candidate for a solar energy system.
Solar Liberty offersto install a 25kW solar panel system on your building that is guaranteed to save you money on
your electrical costs. All of the electricity produced by the system is yours for a low lease fee of $125 per month
locked in for 15 years.
$10,000
Current Electrical Costs
$9'000
$8,000
153,840
Current yearly electrical usage(kWh)
$71000
$0.06
Your current cost per kWh purchased
$6'000
$9,230
Current yearly electrical bills
$5'000
$4,000
$3,000
$2,000
$1,000
Solar Production with Leased System
$o
26,485
Solar electricity production (kWh)
$1,589
Value of electricity produced
$1,500 New lease payments
$7,641 New yearly electrical bills
$9,141 New electrical costs with solar
$89 Your Savings With Solari
17.22% Electric Offset
SOLMLIBERTY
THE FUTURE OF ENERGY INDEPENDENCE
t;WShmoLm t�nn Swa qp BLIW,,NY CVT
I Mr, ell PFNPN 1196 1411 111-P .n0
Purchased from Solar Liberty Lease
Utility Before Solar plus Utility
■Utility Cost ■Lease Payment oSolar Savings
Savings Guarantee:
Solar Liberty guarantees that the lease payments
for any annual lease period (12 months) will be less
than the amount paid to the utility company in the
12 months prior to signing the lease agreement.
If the lease payments are not less than the utility
savings, Solar Liberty will refund the difference.
Solar Liberty Electric Company
Solar Equipment Lease
EOnimnem L. No.m 296 dald as
No., unAAndres, of ass, Nwneund AW., (Lessar.-
CkyofDAam Sob, LMaly EleeOle ComOnny, Gn
con.11—Ogee 6SOU S6en0an Dr. Sake 120
108 £ Gran S6 S Pdo, NY 14221
F.QUIPMENTI)ESCRIPTION AND SITE PLAN: SEESCHEOULEA ATTACHED HERETO.
Af(a Laree ri)ma Oda,.eond.nsveat. boriza lesewe,m,anv mirtnng infomrolionwehanRea. oaurole in/urmu4m (walr
Oa' Ibeserial numAnfrna mrdnle) inm the Equi/vnrm Des[n0lion.
/noe L f./AM., ..—
SUMMARY OF PAYMENT
TERMS
Tmm Montbal: 180Momba
Total Con: SW00.00
Payment Frequency: Monthly
Tuml Ne Sy osn Can: 5134200D0 (as set tooth in Ibe bind
column orSectian 610 Ule losellwion AB .U.
Basic Rental Paymeln: See Schadule Bplas aOPlicebk sales anJ
Numbr,orWmllmen.: ISO
u1u
Security Do,osit. SO.00
CmoR Dole: I/ILWH6
Lease Cam ere Dore is mlmmW 1. be mi orbeforelenuary I.
1013 and sM1ell..u, We Pesato orli11c Imm IMdlerm Owns
Pursumt 1a be Innell.ion Agramem bew.1he imnio le i.uM
Solor Libep Enos, Sysic , Ire. oxeatW vonlompvmmeesly
hu i1h WmrdbtlonA
THE TERMS ON ME FOLLOWING PAGES, SCHEDULES AND E)VHIBfTS ATTACHED HERETO.
LBddns: Ctlyolllhaca LesSoc Salerliberty EleclsiC Cwnpany, lnc.
Sr. Adam K. Rlem
vpe r aIv
I. LEASE. Lessor hereby agrees to lease to Leases am Lessee hereby agrees 10 lease firm Lmwq the personal property Axnbed on
Schedule A la his Sold F,quilenond Lase the "Laeee") an Ihe lams and conditions sea forte nation (such Property hgsther with all
replacements, mbmlolime, party, impmv meats, npeirs, and accnscries and all additions inmrpomfd therein or affixed theme being
referralto herein i s the "Equipment"). Lessee's execmion of dM1is Lease shell obligate Lesseo m Icase fe Egdpmrnl fmm Lar. This
La shall trot bo binding on Lar unless and until executed by Lessor. Anphing to,he commry ndwithnlmding, Lassot shall have no
obligation to accept caeewe or enter into this Lease or to acquire or (ease to Lnsar the Equipment. Title to the Equipment shall at all
limes remain in Lesor during the It. urge, Lease.
I. SAVINGS GUARANTY. Leswr ogres that the Basic Rental Payments far any annual learn Had (manlhe 1-I2) paid by
Leave will nut exceed the LeseeeS Disturb, Utnity payment law Wlimade Utility Psyment" shall be the sum of the total of
wmants peed by Lessee to Its electric eec c utility providfor dricity, including any and all related rates, charges, surcharges
ea fen ad penalties for the twelve HO month period immminch, preceding the Lease Commencement Date The Lessor
agrees het if he Basic Be..[ Paymem far any ..hot lease parked exceeds the Historic Utility Payment, Lessor will pas Laved
an ant equal to the difference between the Hmaric Utility Payment and the Busks Rental Payment for such ...out la
period L. agrees that the promblam sal forth In this I'magmoh ]shall be subjeet to Lower', provision of documentation
confirming its Ristarie Utility Payment to he satbDmo. orl.mmr.
3. TERM. The "Lease Commencement Date far this Lease shall be 1M dine se, fooh below Lessou's simmrue harem end the Lease
shall continue for the Indiol term set foam above unless earlier terminated by Lessor as provided herein. Al the expiration of the
Initial To.. unless Low- shall have renewed or purchased the Equipment farm Lessor pursuant to transport, 16 or rdumed the
Fragment to Lessm in accordance with Paragraph 17.
a. RENT. (a) Lesce shall lay as monthly bait rein to, he Initial Term of this Leave the meant shown on the red page of this
Love aal as act path o. Schedule B hemo ("Basic Rental Palantir' I. provided the the aggregare Basic Rem Payment paid by he
Lessee during ghe Tam shell be lass than the fowl Nm Systan Cam as sa fmh f the Sunmery of Peymmt Tas above. The nasic
Rental payment shall be payable in installments in th...unat and on tee dates pmvuial in Schedule B af,his Lester. plus rey applicable
sales and use tax theories; pmvirkd how aver, tMt Lessor and Leasre may agree to any other payment adwdule, in which event Schedule
B shall be amend m by Laser m renrel the new poymem schedule upon vemen notice fmm Lessor to Lance.
5. ENVIRONMENTAL. FINANCIAL. INCENTIVES AND ENVIRONMENTAL ATTRIBUTES. All Environmental Financial
Incentive and Environmental Attribute available in correction with the Equipment other than three specifically assigned to
NYSERDA Pursuant w the Installation Agrdment arc retained and owned by Lessor. Lance shall take all ....able measure to
game I rsor in morning all Envimnmrnlal Financial Incentives currently available or subsequently made available in connection
with the Equipmml. IfL.ew fails In act in gaud faith in taking actions reasonably remnted by Lessor, am such failure results in the
low ofee Environmental Financial Inesnaivc the, would othenwiae be available, Lmeas shall reimburse Leeson for the pull commit of
such last Environmental Financial Incentive. For persons of this Lease (i) "Emilrvvmental Flna.cinl Iviceutive. mean ,he
following financial removes that arc in effes as of the Lease Commencement Date or may more into effect in he future: (I) fedeul
stater local Ira credits (including imoo mms ten credits mining unddihe Inremal Revenue Code and grams in lieu thereof, he, tax
benefit or goods in lieu thereof (including without limitation the monin adlou of sax bendtsh and Ud all reporting rights with
repeal alp such ina tive:and(it)'Environmental Modesto" mum, without Improper: (I) durable renewable rxrtifcates, green-e
tags, allowances. reductions or other transrmble indtcia cooling carbon offer credits or indicating Surmount of a particular quantity
ofinergy from a renewable energy, source by a rearward. energy facilily mtibeed m the energy created by the Equipmcal during she
Term crmom under a renewable energy. emission reduction, mother reporting program adopted by a governmental authority, or for
which a regerry and a modest exists or for which a market may .ier al a !amen dime (ii) performance -bawl inrenliv., reed. end
any other incentives under any utility's or any swm's solar progam Or initiative, and any other incentive, cotificale, subsidy, award
gam or cconanic benef, howsoever named or referred lie, with reelect to any and all fuel, emissions, air quality, energy gencutfn,
r other mvimrmemal or rnagy chuvetere ics. resulting firm dive consdnetion m operation offic Equipment or from the use or solar
geneatim or the...& re orue emi.im of any gal, chemieal or ,he, substance into the air, soil or ward anribumble m he sale of
centgy gen me al by he Equipment (other than Environmental Financial Incentive).
All contends relator to the sale of Environmental Air later, shell be collaeeraily assigned by Lasso to Lnsar in acmNence
with limsoomem 6. If wassam bly raqu.ral by Lesor, Lease. shell provide L.sd will dkmavledgemenn I. ,he coumemmies Ice
such renames, acknowledging the collateral assignment of such realrem and Lester, rights la such contracts.
6. GRANT OF SECURITY INTEREST. As c.11m rel security for the payment and performance in full when due (whether at seared
minority, by acceleration or otherwise) or Lessee's obligation hereunder. Lessee hereby assigns, pledges anal gran to Lessor, a
comedy incur., in, and continuing lien on all of Lcxxec'a nghL title end internal (Tony) in, or and under the Iblluwim, in each case
whether tangible or intangible, whenever limited and whether now named by Lessee or hereuner acquire sad whether row existing
or hereafter coming I.. me. (the "Caaatml'T; (i) the Leaae's [.hold interest in the Equipment, (id.11 agreements, existing
or hemfler entered into by Lessee reeding to the meramim. mainrcnnm or use and accurate, of the Eastpman, or the sale or
Environmental Attribute, including without limitation, all inammments and ddcomme executed and delivered with rnpdd to such
ugreemend, we the same may be amended, a ... ma sual or thetwise modified pram time an mime i. acmrdntce with he .—a thereof
and this Lease (sdh ameemcnts as as emended si pplamenwd or mndified being the'P.ojeal Dommares'), including, without
limitation, all rights or Less , to receive moneys due mJ to become due under or pursued to the Project Documents, including,
without limioinn, those agreements indicated on Schedule C hemof, my documents evidencing Lessor's claim to the stage mbmes.
subsidies, or incentives applicable to he Equipmrnt riB Enviranmenml MWbuta and the electricity generated by the Equipment,
and (iv) and all proceeds mThe foregoing.
When Lassec'a obligations hereunder have been paid to full, the security interests and liens granted promote or this Lame
wish r.pecmo the Call..] shall wminme, ell rights gone l hereunder with r.pee,o the Collateral shall cum back w Lessee, and
Lemor shall, at expense or Lexaee, execute and deliver to Lese, upon such wmination such termiodon armaments and any other
relent. or wrminmiom, presumably acuseed by Lae to eff., she lermtnaimi and release of the security interests.
]. NO WARRANTIES. THE EQUIPMENT IS LEASED -AS IS, WHERE IS". LESSEE ACKNOWLEDGES THAT: LESSOR IS
NOT THE MANUFACTURER OR INSTALLER OF THE EQUIPMENT NOR TIE MANUFACTURER'S AGENT NOR A
DEALER THEREIN: THE EQUIPMENT IS OF A SIZE. DESIGN. CAPACITY, DESCRIPTION AND MANUFACTURE
SELECTED BY LESSEE.: LESSEE IS SATISFIED THAT THE. FQUIPMIF IS SUITABLE AND FIT FOR ITS PURPOSES; AND
anteawe: sabrla ayeHeresraa.a a as .tease
LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESS OR
IMPLIED AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE. THE QUALITY, CONDITION OR CAPACITY OF THE EQUIPMENT OR THE MATERIALS N THE
EQUIPMENT OR WORKMANSHIP OF THE EQUIPMENT, LESSOR'S TITLE TO THE EQUIPMENT, NOR ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER. LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS
DAMAGE, OR EXPENSE OF ANY KND OR NAMES CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT OR
THE. USE OR MAINTENANCE THEREOF OR THE. FAILURE OR OPERATION THEREOF. OR THE REPAIR, SERVICE OR
ADJUSTMENT THEREOF. OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS.
SERVICE OR ADJUSTMENT, OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF
BUSNESS HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING ANY
LIABILITY FOR CONSEQUENTIAL, INDIRECT OR PUNATIVE DAMAGES ARISING OUT OF THE USE OF OR THE
INABILITY TO USE THE EQUIPMENT.
No dean orunfimsss ofthe Egdpmem, or my failure on the pan of the mwmapem a, Has shipperoflhe Equipment to deliver
Ise Equipment m any pan I f to Lmec sUll fclieve Laett of the obligation to Pay rent or any o,hm obligalion he=We .. Tube
mtcm permitted by IM1e mwurepurer andeor vendor end provided Lance w, in default wda,M Lease, Lessor shall make available nv
Less ell manufacturer wd/or veedor weannris . 1 and e m the Equipnme nod Lessee shell, and hereby is the
un during s a
Tomb no essen and eir irate et Lmm i note risk, cost and uudice, tram time h time. in the name of and for the m&., L of Lessor
and/or Lint m their hnareaa may eppmq but without pmirma m Lessor, whatever claims and rights Lmce andlar Lessor may
have against my menurwarer mrsupplia of the ryuipnml comprising rhr F.quignen,.
S. COVENANTS.
lot Alfireadive Covenants. Lessee shall (i) comply wish all applicable laws and tgulmons and mkei; end with IM1e mnditiam
a requi MN Of ell policies of omumwe relating la the Equipment wd its we; (ii) m any and all times during bmiam hours, give,
Lessor flee access, to enter upon the premises wherein the Equipment shell br Resod or used and permit Lessor to mpmt the Equipment,
Hill conpaae with the Lnsor a do all things necmmy to preaerse, renew and keep in fgH I. and effect ell necessary ranrems,
approvals and amhmizmims with governmental authorities and nongovernmental Persons augured in connection with this Lease and
the see ordain Equipment; lie) if requmed by I.csoa chain an acknowledgment by the aowtvpany ofamy agreement related a Hostile
m ramp, army Environmental Managing, of the cmllmml nshwmmt of Lesree's lights in such vgreanent; and sum) provide Lessor
with thirty (30) days notice in event ofa change in marginal Lille of IM1e premsee wherein Lac Equlpmem is Imi
E) NM ive Cav mesa. Lessee sMll not (i) volunurily or involwlaody warm, incur, assume or suffer m exist wy mmngege,
lien. mcudty interest, pWgr or other encumbrance m amecbmem of any kind whaaoaa upon. aReclim or with aspect to Lae
Equipment, the Collateral, thin Lease or any or Lessee's imrrens theawdeq (hi) pmnit die wee of any peon, association or
impassion otherthan Laser Or Lessee m be Placed an [be Equipment. Hit) Pan with pacaa'shen or mg of or guru or allow to pass
out of its Isuccession or central my ism of the Equipment or change ere loasdw ofIM1e Equipment or my pan LM1emf fare the edJreas
shown above trial ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER
MIS LEASE. OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OFTHE EQUIPMENT. Iv) cane the F,quipmm, to be
pemenmlly taken ore of service; (vx) amend, waive or sinless my of the amend arms army project Document. or Dg assigq sell
mani or in my way convey its rigAl duties m obligations under the Len, without IM1e prior written commy or the Laver, which
cons., shall not be wtcssm mly withheld ordelayed.
9. TAXES. Lott shell PmmPIIY Pey when due ell sales, ere, property, evcac anJ ohm Ivan limluding. wilham IimimioR income
lases collected by deduction or whhholding)and in Engineering] ag,embrin f now or hereafter imposed by any governmental body or
agency upon the Equipment or ha me, prowls, ownenhip, delivery, Inning. Possession. storage. operation, momentums, ¢pain ream
or other disposition origin Equipment, or fen tiding or mgmicring the Equipment, m upon the imome in Other paceeds received with
raFcct to IM1e Equipment or Lease or the mouth hereunder; provided, however, cam Lessee shell not be aquhmd to pay raze, an or
answermod by the net income oFLessor. Often aqucsl by Later. Lessee shall prepare and file all Na atom alemg to rota bar which
Lessee is responsible hereunder which Lessee is permitted to file under the laws ofher applicable acting jgdemnion.
OANDEMNITY. Lessee M1ereby agora m indemnify and hold Lmor hermlm f and egainm any end ell dolma Ian, ,abilities,
damages, judgments, suits end all legal proceedings, and any and all casts and expenses in correction therewith (including attorneys'
fees) easing out ofor in any manner connected with this Lease. including without limhmhan. cleans fm injury to ur death efpmons end
I., damage Ica pommy, including without Ihmimtion, any claims based in negligence, growl liability in ton, environmental indemnity, or
rmellcclualpmpenyinPongement Lesson shall give Lessor prompt mdce often, such claim Or liability.
11. ASSIGNMENT. Lessor may assign its hnlertal in this Lase and sell or grant a stturity musical in all or any pen of the Equipment
without wlice,o or the mnaml of Levsce. Lessee agrees not m assert against any ansignm of Lessor my claim or defense Lessee may
have again, Lessor. In the event are change in ownership or title of the premises wherein the Equipment is located. Lessee my mogn
this Lase, upon wham notice to Lessor, in the new owner of the Pennines. provided Ihet such new owner slash names in writing to
manne this Leese, and Lomas shall aginamse Laser far any Ica MEnvirmwemal Financial Incentives or Environmental Annual.,
12. EQUIPMENT PERSONALTY. This Lase is and is intended to be is lease Or personal property for all Purposes. The Equipment
shill remain persuwl property regardless of its atlmhemet to realty, and Lessee agrees to take such action at its capense an may be
nowearmy to prevent any third parry from acquiring aery interest in IM1e Equipment as; a result of its maximum to malty. Iffalunmd by
Lmor, with rapd to any sam of Equipment. Lessee will obtain and deliver to Lessor waivers of interest or lima in assessable root.
sa,hsaeoy,oLmoq free all peavns daimmg my moment in the rtel pmmmy on which the Equipment is Installed or Immed.
13. USE AND MAINTENANCE. Lessee will me the Equipment with due care and for the purpne fen whim it is ime rded Lessor
shall. at Lessor's vest end expense, olicome. mini n, service end repair the Equipment on good mpemting merger, repair end margin.,
ordinary wear and leer excepied Lessor may, at its sole d gnmetion muse a third. party operator to provide the services described in
,his Pamaama 13. All pans, madofieashmm end impmvem.a to the Equipment shall, when installed or made, Immediately remain the
papeny of Lessor and pan fthe Equipment far gill purposes.
14. LOSS OR DAMAGE. Except n a result of Lessor's actions, Lessee assumes all risk ofany damage m or lass, ,hcfl mnfiscadm or
destmcfn Ofthc 1wuipm.I from any cause wMumver firing the Lease Commaacmrn, Date through be end ofa, Term. Lecee shall
advise Causer in writing promptly or any lot or damage to Ile Equipment and the ciremnmmees and career or..mh damage.
Cqa ano ssnr UEeq FHeaaeoamny. Me -.F
15. INSURANCE. Lessee shall grain and maintain on or with rwpm m the Frogront m its own mpense (a) liability insurance
ring.,,., liability for bodily injury and gameny damage, and Ed all-risk physical damage inaucanm (including without limitmion
mmsua shin reds) ituunng against Ims or demngc to the Equipment in an amount net leis Nan Termination Value. Lance shall fineh
Lessor with a ecnificate of insurance evideaugg the Immune, oft, policy an policies naming Lessor as anadditional insured thanader far
the liability ms—,c and to loss payee fan the property damage coseri Each such It, shall be m such form am an such immers
as may W satisfactory, to Lessor, shell inure Lessor's imara4 regardless of any breach or vinklimi by Lessee of any wamantis,
declarations or conditions in such policies; and shall contain a chose requiring the insurer or we to Laasm a lmst 10 rays prior waives
notice of (I) the mneellation ofsuch policy or (it) any amendmn, to the henna of such policy Winch omeathnmt would cane the policy
no hanger 1. canfom to the paliry mluirsmenu smtal in Nis I'amnneoh 15. Lessor shell be under no duty to common the exiame. arm
10 examine any sad paliry or m advise Lessee in do event my men paliry unit rim comply wish the regairanena hereof. In the even
nor Lmsm shall fail to obtain the insurance acquired Water this Pamgmph I5. Lesser may obtain issuance in secoduat with his
I'marr ph sad Lesser shall be required 10 reimburse Lesson far all remomble few and expenses, including insurance premiums, in
connection therewith.
I6. END OF TERM. Upon expiration of the Initial Term of the Lease and, except as otherwise specifically set (ants herein. my
renewal team, rid provided Into the Lease has not been ¢rminmed early and Lessee is in compliance with We Lease in all resp=a and
no Event of Default ha occurred and is common, L. may upon at lent 180 days and not more than 365 days prior wriurn notice
1. Uce.. ammim sue of the following apims:
(it purchase all (bat not less than all) of the Equipment for a purchase on. equal to the than Fair Mail Valueaftha Equipment.
Upon such indefeasible payment. Later will transfer to Lessee, on an AS IS BASIS (free and clear of any Item mvibutabk
to Lessor), all of Lessor's internal in and to the Equipment and shal I ransom ion lien an the applicable Collateral. Lessce shell
pay any mica and use axes due on such transfer. Lessor shall not be required to make and may specifically dechum any
representation or wormmy, as to the condition o'such Equipment and ether malmou (except that Lessor shall warrant Ihm it
has conveyed whoever snared it received to the Equipment from Lattice. free and clear army liens mWbotable to Lesson).
At Lessee's expose, Lesser shall primarily mecme and deliver to Lesaee such mammenm of reminmim, as remmrably may
be required in order to release or monition any interior of Lessor in and a the Equipment and the Collateral and puf car
such Other amtons as Lessee may reawnabhy request o effecaoo the foregoing; or
(it) mnew the Lrnxe with respect to all cribs Equipment at the expiration of she Initial Team for the then Fair Market Renm1 Value
of the Equipment far a tam to be agrcM upon by Las= and Lesser. "hhr Market Renal Value' of the Equipment far
purposes of the procurer sentence shill be an amount rkmrmined according to the fallowing pmodme. Upon receip of
i-assues notice ofelection to renew Inc Lattice. Lmsee and Lessor will anemp to same, on unt during the next 30 days,
and the amount so agreed upon shall be the Fair Market Renal Value. In Me event Lessor and Lassm cannot agree on an
aunt during such 30day period, than cacti pony shall choose an independent appaiser, and the two appmisas snail men
determine the Fair Maher Renal Value air. Equipment an the Met, ofan ma's -humph tansanlionh um. an informed and
willing Imsor and an informed and willing lease under no compulsim m lease. The Waage ofhh umounesda amined by the
Iwo eppmisers sM1ell be the Fair Monet Renal Value. EecM1 patty shell pay.M1e expencw o(Ihe apgveer it eM1msa: tar
(in) Mum the Equipment to Lmam m acemdance with paragraph 19 ofhere Lease.
17. RETURN OF THE EQUIPMENT. Upon the expanders ar earlier Communist.&this Leas, by Lamr(unlm Lwsce pu¢nases she
Equipment pwemnr to paragraph I6). Lmm shall roam Me Equipment 1. Lesser in accordance with (i) car (it) below.
(it Leaser shall Me far de de-ineallmfn and disasavnbhy and packing of the Equipment, together with if ports and piecesaM
then reinstallation and commonly (including, if necessary, rtpdr and wenhaul) at it sole cost and expnue. Lass agrees to
emperde with Me Lessor in all respcea in order an make arrangements with ampere to such da-matillumn and disavnnbly of
the Equipment and to ounce, that all Equipment subject to me Lease shill be returned m the Leaser in a mmner coniornt with
goal... indmtry Imndasts.
(it) Per Lessor's transactions, L. shall sumnder the Equipment 1. Lessor installed and in use at the Equipment Location sun
Sixth above, flee end clearafany righm or mcconsts of Lessee sad Lessor (or a qualified third pony satisfactory to Lesor) at
operate and common the Equipment at the Equipment Location and Lessee .shot] continue to pane Lessor access rights
paranoid lathe moms hermC
1R.ADDf1BONAL ACTION; EXPENSES. Lessee will pravpy execute mddklivm to Lwsar such further docurnanas and lake such
further anion as Lwsar may requed in order In carry ml more eff=tivcly has intent am purpose trials Lease. Lessor and any assign=
orLmm is authorized to file me or mare Uniform Commercial Code financing ammnena without he signature of Lessee or sigmd by
Lwsar or any assipree of L. its a¢mmy-tit-fact far Lmm. If Lessee fails to perform or comply with any of to statements. Lessor
may perform or comply with sub asomments in its own name or in Lessee's name m umaao in fact and he smorm of any paymen0
and mpemes of Lessor incurred in connection with such pM sec or cranpliance, together with marem d¢rmn at the rate provided
below, shall be deemed rent payable by Lessee upon demand.
19. LATE CHARGES. If any parri whether for real or mM1erwin, is ant paid when due. Lessor may impose a ale charge of up to
5%affirm amount pss due forthcmmhrum amount pcnnimd by applicable law. iflays), Payments thereafter received shall be applied
Men to delinquent installments and then to current installments.
20.DEFAULT. Each gfthc following events shall common an"Event orDPP.W" hemader:(m I cis shall fail to pay when due any
installment aflame mat m otherammm under the Lease; lbl Leases shall fail to observe or perform any other agneenem to be oaervod
or perrgmed by Less= hemunder and the continuance Memor for la calendar days following written noire flerta(by Lessor to Lmm;
(c) Less e shill =ass doing bminws as a going concern or make an assignment for the naafis of odium; (d) Lassa shall voluntarily
fits.,orhave Cited against iterpati patient
or aDea ion Ibr.1 at.ton,reorgantmtignecrcy raneof debttar similar tie-ligidathehademl
Radomr<ry Code or any nth=pmsem or lam federal se stemma man o y of ult mail
o law, tar er any other receiver, ti In Lidance shall be
Leinermd of h or of all e e eubsasocc pert of its mains; del event of d.fauh shall mar under e 1 aobligation Lm. owes y
Lpresen0 on even) of or seh shall occur adunder any indebtedness commotion
Lmam may now m hang an owe a any affiliate of Lmmr. cla my
mpmmhmiogwmrmgmmsenmrmadebyunerincoion160 with NemericLeaseanRaccargnydmemnmorinf mian09 Fier day
Lessee in connection with Lessor's epplisarion under Section IfiO3 of the American Recovery, and 0.sinvammt An of 2nW for ceaM1
Pas. ass: son, usamess—caaw,r a. -..
payments in It. Of fen aediu for he Equipment) shall the, untrue to rundm eag in any mated.] resp=l as Of the rime the .same wet
dedvcred IO Lessor, or IM the Lows, foils m pmvidc Lessen with smudty interests in the Collateral and Lessee fain to remedy such dam.
21. REMEDIES. Lentos may exercise any her right of remedy available to it bylaw an by agreement, and may in any event recover
the rig end dhd espeuaes ncmred byrawer Ofan Event of Udmlrotymade, the
anyrele UmRnwd=.Lessor Coder
an ouch
the rights and remedies with rea wit m the dared an i v secured Party under the vpplimbUniform Commercial Code and swM1
addiea h rights and nmedieb to my to a secure) puny is emitlM it mnedy given in Ibis ndsforParagraph is u intended ia l e ndmive,
and each shall implied
cumulative but only to the extent branch
of �ry to pemiir Lissome recover amounts for which would
f is liable beeuch of
Le ups obligations
ig implied weaver by Leaser, of any bt®ch of Lessee's obligmiom hdreurWer shell mmfitum a waive of any ether bench of
Castes obligotiom hereunder.
22. NOTICES. Any write= notice hereunder to Lessee or Laser shall he deemed to have been given when delivered Pdocamily or
deposited with is ree.,n eel overnight mtuiasavice man the United Senses mail. pore, prepdd, addressed m racquare m its nddras
set fonh m me grin page of this Lease ram emM1 other address m may be last known IY the sender.
21 NET LEASE A" UNCONDITIONAL OBLIGATION. Thu Lease u a Mandi dy me lease adl Lessee's obligation an pay nett
and ammnm Payable by Lass, haeundef is unmndidmd mW irrevocable and shall be paid wdhom any abdenown. reduction, semRor
defense Of., kind.
24. NON -CANCELABLE LEASE. This Lean drand be caneded or remti and except as enprnaly provided herein
25. SURVIVAL OF INDEMNITIES. L�s obligations uM r Pamamdu 9. l o rid 2l shall survive lermimtionar expimlion oflhis
Lease.
26. COUNTERPARTS. These shall be but ram caun."O of this Leone and such commix do will be marked "Origirm.` To the stem
her -his Lease comtitdes demol paper (es the term as defined by the Uniform Commercial Codd. a secwby intern may only be created
in be Lease mmked"Odgimll'
27.NON-WAIVER. Noccurseofdmleagberweea LeswrmWLesseemwydefymumissimonthepanof Lessorin=cmisingany
rights hemuMor shall Womte as a waiver of very rights of Laaor. A waiver on any one mmsim shall m1 be camtmed w a bra to err
wWvcrofmyfightm remedy m any fwam occasion. This Time is and lease and a ^flnmce Inse' under Anicle 2A of the Uniform
Commercial Code. To the esfem petrained by applicable law. Lersw hereby waives any and all old. and -emedide confeted an a
Lmsm by Article 2A-508 brought 2A-522 of the Uniform Commecal Code. including but me limited to Leasers rights to: O cancel
this Lase: (it) repudiate, this Leese (iii) reject the Equipment; (iv) revoke accemed, oflhe Equipment: (vl recoverdidimps gam Lessor
for any breaches of,amnty or for any Other reaction; Tu) claim a security modest in the Equipment in Lessee's possession or mnenl for
any remora (via) deduct ell or any pun of any ddmed damages resulting rmm Lesvos s deteult if any, under his Lari (.iii) accept
partial delivery of the Equ,snan; Ex) "cove" by making any purchase or lease of or mmmct -o purchase or Jesse Equipm=t in
mortitutan of Equipment identi bed a this Lmw; (x) recover any gcmml. Noted. incidental, or consequential damages, for any reason
wha eri and (si) specific perfide ence, replevin, demme, scf,conaion. claim, delivery or the like for the Equipment identified to this
Luxe To the -am, permiued by applicable law. Lance.6. hereby waives any rights wen or bereaga cmfrred by rotate or mhmwue
which may require Lamr to sell, lease or otherwise use my Equipmenl in mitigation of Lessor's damages m set forth in Pamvmnh 21 or
which may aferwise limit or marbly any of Ldmr- rights or remddies under Pamdvph 21.
28, REPRESENTATIONS AND AGREEMENTS. Lessee hereby represents and agrees thee
(a) effective on the dam an which Lessee ax=ufes this Lease: (it ifLdwas, is, an entity, rite execution and delivery afthis Lease and
the performance of Lessees obligwions hereunder have been duly authorized by all mardeary action on the part of Laaee; (it) the
person signing the Lease on behalf of Lessee is duly adhodvd: (iii) all information provided by Learn to Lessor in comrcmion
with this Luse u We and fonder, and (iv) this Lowe constitutes a lead. valid and beading obligation of Lessee, enfon:uble agaimt
Lusec in accordance with its fears;
(bl the Lease will not violate Lessees organu itional documents (if applicable) and will net violate Of result in a defuh under
any agreement or other instrument binding upon Lessee;
(c) Listed: (it complies wart, and will continue to comply with, all applicable environmental laws with respect to the Equipment
Location, (it) u not subjcd to any cnvimnmanml liability with respect to the Equipment Locefi n. (iii) does not know of any
fact, eircurnmence or c reasonably with respect to the Equipment Location that would onably be expected to result in an
environmental claim;
ED Losses, has provided L=aof with free. comet, and complete copies of the Pmject Documents
E.) Lessee is at, end will mat become, Is v resub of Leasers execution, delivery or performance of this Leme, ml fir m
regulation U) under the EPA, the Public Utility Regulatory Policies Ad of 1978 (" PURPA'7 or Public Utility holding Company
Ad of 2005 C-PURCA 20( 1. each m emended. or any rcguhmans thereunder or (i) m an "tle ricel corporation.- "public
utility" or the equivalent under any applicable slam law, as amended, cruder applicable law:
(O Lessee is the sole owner of the Collateral (other then he EquinarmIL has good and valid title m such Collateral. including all
right. title and interim dead, fid, and clear ofall lien:
(g) Leseec bra "Ited fo Lessor a perf red Mr pfirmly lien on rid aecurily interest in the Collateral in which a security mosom
may be mood under Article 9 oflhe New York Uniform Commercial Cade; and
(h) neither Lessee, nor to Lawe's knowledge, any aUalute of the I.. (i) unrest on the OFAC SON Ling (it) are included in,
caned by, controlled by. acting for or on behalf of, providing amistenec. suppor, spomorshi, or services of any kind to, or
Otherwise assmided with any of the peam. or entities refined at or described in the OFAC SUN List; or (iii) M1rve conducted
business with or deranged in any mareadion with any person or catty named on any of the OFAC SDN Lim to any person or
=miry included in, owned by, emmalled by, aging for or on behalf of providing assistance, support, eformship, or services of
any kind an. or mherwise aswemead with any or dust pemore or entities referrtW to or described in the OFAC SUN List. For
Femsee SWr.ov Sesew Comedy.me Uverg
purposes of this Lease, "DEAL SON List" means the list of"Specially DesignmM Natiamis and Blocked Perseus" maintained
by the United Sb,m Department ofTromI, Once of Foreign Assets Consul.
29. TAX REPRESENTATIONS AND AGREEMENTS. Lex cc rcresems, wawun a and agres thaC
(a) neither Lasre Isar any of its alRlimes) has claimed an will claim that Lessee is the owner of the Equipment or any portion
Ihereor m thin Levee is otherwise entitled to all m any of the Environmental Financial Incentives except m authorized by the
Lessor, and neither Lessee non any of its Affiliats will file any tax return or take any position the, is inconsistent with the
eeounent of Lessor m the owner of the Equipment or my proton thereof.
(b) Losses has not previously assigned to any other parry any puts to the Environmental Financial Incentives, sad Lass has no
knowledge that any other Funny has a nghl or has claimed a right to all or my pan of the Environmmml Financial Incentives:
(c) Lasre will provide m Lessor for its emotions) on a firmly basis any documentation required in supper, eligibility formal to
establish the amount army grants in lieu nature credits that Lessor may claim:
(c) following submission of any application by Lessor for gmnu in lieu Of tax credits. Lasre will provide to Lesser (or its
distance) on a timely basis any documentation required to demrnnate that the Equipment remains eligible for the grunts and
such other documents as Lessor at the United Stares D"marecnt ofthe Treasury ('Treasury') may requm:
IU all information that Laaee has provided to Loeser pursuant to this Lease is or will be me and accurfe in all material
mpects. and Lessee will promptly infom, Lessor if Lessee determines fin my such infommion was materially mrsamr,a or
mcorred: and
(g) Lessee shell ..is used deliver such other cenilimre and other due umenu and take such other onto. se may be
reasonably requested by Lessor in furtherance of grams in lieu of as cmdita lhn Lessor will claim with rapcm to ,he
Equipment
30. MISCELLANEOUS. This Lease and the Installation Agreement constitute the entire agreement between Lessor and Lcesce am
may be modi0ed only by a match iarmmcnt signed by Laser and L. Any prevision of his Lease that is mamfammble in any
jurisdiction shall, as ro such itoodidiav, he morpotive to the extent of such unenfaa®bility without invalidating the amnaining
provision of this Leine, and my such unenforawbility in any jurisdiction shall and render unenforeaLle such provision in any other
junsthction_ Paragraph headings art for convenience only, are not pan of this Lease and shall not be dcenod to effect line meaning or
omsmuction afee, ofthe provision baser In the event there is ore than our Lessee..oil mime chap, the obligmicas ofeach shall
hejoint and several. Lesor may in its sole discretion, accept a photocopy, electronically transmitted facsimile or other reproduction of
this Leese (a "Counterpart") as the binding and eft time record of this Lease whether or not an ink signed copy hereof is also
received by Lessor tram Lessee, provided, however. Had if Lessor accepts a Co mesTrad as the binding and ertestive,wom hirmL
the Counterpart acknowledged in writing above by Lessor shall mmtitute the rmard hereof Lessee agree that such Countersuit
reecived by Lamar, shall, when acknowledged in writing by Lessor, maelimm an urginal common, far the purposes of establishing
the provisions thereof end shall be legally admissible under be bat evidence rule sad binding im and mnt"arceable against Lesee. If
Lessor accepts a Counterpart as the binding and effective record hereof only such Counterpart acknowledged in writing above by
Lessor shall be marked "Original" and to the extent that this Lease comtim,m chattel paper, a security boost may only be crated in
the Lease the, bears Lessor'. ink signed acknowled,cmm, and is mocked "Oritiml"Los Lease shall in all rapeam be governed by,
and command in occmdance with the mi alantive box of the aide arts. York, end be Ponies D) ago¢ that any disputes arising under
this Lease shall be superheated by . judge of the caw having jurisdiction and stall be vertical in Eric Comq, New Yoh and (it)
waive any right they may have to a jury,rial army claim or came of action based on or rasing our of this Lease_
TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATIONS OF LESSEE UNDER THIS LEASE.
Vxv. m dn.'order"wo E—mwsoay, Ise -TEASE
&ftduleA
De.,Wt afEl il.W
saeilrunnw.:
5(te Addreer
l Jamn L. G,h Ue, bhoin. NY 14850
64— Size (Cnpwi➢l
24.84kW
Pvrimmedyeor l ProJunion
16.483kWh
S". Dn,,
P!v (108) Solm Modu(er; Qy (4)lmnrcr
Delivery Polnr
Win orlldbutlon Purml
Uulgr/(nsm(I
See below Porrireplun mrd sYsrem lava
V.. I e,.1r ".. Lgn, Me -.Fg
Schadub a
Bask Rant Schedules
Month
Mouthed kWhh
Estimatetl
Electrlg
Sayin a
Monthly Pont.Pt.
Estimated Total
Cast 25amdraos,
January
1236
$74.16
125.00
-$50.84
February
1497
$89.82
:125.00
-$35.18
March
2322
$139.32
$125.00
$14.32
April
2775
$166.50
$125.00
$41.50
May
3249
$194.94
$125.00
$69.94
June
3144
$188.64
$125.00
$63.64
July
3302
$198.12
$125.00
$73.12
August
2909
$174.54
$125.00
$49.54
September
2350
$141.00
$125.00
$16.00
October
1760
$105.60
$125.00
-$19.40
November
982
$58.92
$125.00
-$66.08
December
959
$57.54
$125.00
-$67.46
26485 $1,589.10 $1,500.00 $89.10
I. Lessor shall not be liable for any delay or impairment of perfonnancc resulting in whole or in pun from Acts of
God —sever, weather conditions, labor di amps ions. governments) decrees or controls. insurrections. War risks.
shortages nabilityto procure or ship product or obuin permits and licenses, supplies ofroatenals. oruny other
circumstances or causes beyond the nmtml oft ssor in The conduct of its business.
2. Estimated Electrical Savinp is contingent upon customer's current cost per kWh l$AWhl from the utility
enmpany and is not a guaranty by Lessor.
ae.ean: s.e,ue.,y . ere, -v m...
S duk C
P,ry O .W.
lit any renewable energy Credit sales agreement;
(ii) the inte=nnwion agreement;
(iii) m ule wananties; and
(w) Invener wanantles.
wva swvswa,�mmooun� r�a.,,r. m=. tense
Installation Agreement
This Installation Agreement (the "Agreement"), dated as of April 4, 2012, is between
Solar Liberty Energy Systems, Inc. ("Installer"), Solar Liberty Electric Company, Inc.
("Owner"), and City of Ithaca, (the "Customer"), collectively the "Parties". Installer agrees to
sell and install and Owner agrees to purchase a Grid-Intertie Photovoltaic Generating System
(the "System", as further described below), at the Installation Location, as defined in paragraph
I below, for the consideration and upon the terms and conditions set forth herein. Upon such
sale, Customer shall lease the System from Owner in accordance with the Equipment Lease
Agreement, executed by and between Owner and Customer for lease of the System and executed
contemporaneously herewith ("Lease"). Further, the parties hereto agree that all rights and
warranties provided to Customer shall continue through the term of the Lease.
L
Installation Location
I James L. Gibbs Dr., Ithaca, NY 14850
(Physical Address):
2.
Expected Date of Installation:
The later of January 1, 2013 or
180 Days of
NYSERDA's approval
3.
System Cost Breakdown:
Photovoltaic Modules
$109,792.80
Inverter
$14,531.40
Mounting Racks
$12,916.80
Conduit, Wires, and Material
$4,843.80
Engineering
$3,229.20
Installation
$16,146.00
Total System Cost or
Contract Price =
$161,460.00
(Before NYSERDA Incentive)
4.
DC Wattage for the System:
24,840
Number of PV Panels
(x) Standard Rating (DC
Watts
Total (Nominal) DC Watts
108
230
24 840
5. NYSERDA Incentive:
NYSERDA Incentive Rate
x) Total System DC Watts
Total NYSERDA Incentive
$1.50
24,840
$37,260.00
Total:
$37.260.00
IM0267w
6. System Cost After NYSERDA Incentive:
Total System Cost
(-) NYSERDA Incentive
Total Net System Cost
$161,460.00
$37,260.00
1 $124,200.00
7. Major Equipment Proposed:
Brand of PV Modules
REC Solar
Model of PV
REC 230 PE -US
Modules
Brand of Inverter
SMA
Model of Inverter
SMA 5000, 8000
Brand and Model of
Roof Mounted
Mounting Equipment
RackinR System
Brand and Model of
N/A
Batteries
8. Estimated Annual Output:
Estimated Annual Output in kWh 26,485
Owner and Customer understand that the System output is dependent upon climatic
conditions which are naturally variable, and therefore the actual output of the System over any
consecutive twelve (12) month period may be higher or lower than the Estimated Annual Output
stated above.
9. Equipment Location:
Location of Inverter and PV System Meter
As Shown on Site Plan attached to the Lease
"Site Plan")
Location of DC Disconnect
As Shown on Site Plan
Location of Utility Lockable AC Disconnect
As Shown on Site Plan
Owner and Customer understand and agree to the appearances, locations and mountings
as described above.
10. Installation of the System:
System Type
Net Metering
Battery es/No)
Moontin Type
Grid Connected
Yes
No
Roof
Installer agrees to install the System on the Installation Location. Installer agrees that
any equipment used for the System shall be new equipment and that any installation shall not
commence prior to the approval of Installer's NYSERDA PON-2112 Solar PV Program
incentive application. Except for any obligations which are explicitly and specifically set forth
herein, Installer is responsible for the installation of a fully operational System for Owner, which
generates and delivers energy to the point of interconnection for use by Customer.
14 26719
In connection with the installation of the System, Installer agrees as follows:
(i) all work shall be completed in compliance with all building codes and other
applicable laws, including the New York State Building Code and the National
Electrical Code, and to the extent required by law, shall be performed by
individuals duly licensed and authorized by law to perform the work;
(ii) all components will be UL, or CSA, or ETL or similarly listed as required by
NEC;
(iii) shall, at its own expense, obtain a building permit, if required, and electrical
inspections necessary for the work to be performed;
(iv) in the event the System is a ground mount system or otherwise requires
excavation, the Contract Price, as defined in Section 3, does not include the
excavation of any excessive rock or any bedrock by Installer;
(v) shall install and initiate operation of the System in compliance with all
applicable distributed generation laws and ratings in effect at the time of the
installation, but will have no liability for future possible changes to such laws
or rulings or their affect on the operation of the system; and
(vi) upon completion of the installation of the System, Installer will remove all
debris accumulated by the installation and rough grade over any excavation
work.
Installer may at its discretion engage subcontractors to perform work hereunder, and
Installer will fully pay such subcontractors and in all instances remain responsible for the proper
completion of the installation of the System and compliance with this Agreement. All change
orders shall be in writing and signed both by Owner and Installer, and shall be incorporated in
and become a part of this Agreement.
Owner and Customer understand that the System is a Grid-Intertie Photovoltaic
Generating System that is required by state and utility company regulations to disconnect and
shut down in the event of a utility or electric grid failure, and will not provide back-up power in
the event of such a failure.
11. Payment Schedule:
In consideration for Installer's installation of the System, Owner agrees to pay to Installer
the system cost as further described in Section 3 (the "Contract Price"). The full Contract
Price shall be paid within thirty (30) days of the System achieving substantial completion of the
construction of the System so that it becomes fully operational and commences generating
energy and delivering it to the point of interconnection for use by Customer. In the event that the
total Contract Price is not received in accordance with the terms hereof, Installer reserves the
right to lock the System in a turned off, non-functioning position, and pursue any other remedies
until full payment is received.
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Owner has relied upon Installer to include any and all costs associated with the complete
installation of the System to be included in the Contract Price. In the event that additional costs
are required by Installer, Installer shall submit a written request to Owner explaining the reason
for such additional costs and the additional amounts that are being sought. Installer and Owner
shall make reasonable efforts to agree on a change order and revised Contract Price. If the
parties are unable to come to an agreement within thirty (30) days of written notice, Installer may
cancel the Agreement without penalty. Upon such cancellation, Owner shall fully refund any
amounts paid by Installer, less any reasonable fees and expenses incurred by Installer.
12. Title:
The Parties hereto agree that title to material, supplies, equipment and other goods
covered by this Agreement will pass to Owner upon receipt by Installer of the full Contract
Price. In addition, Installer will take all necessary steps to assign all manufacturers' warranties
for the System to Owner.
Title to all the material, supplies, and equipment incorporated or to be incorporated into
the System shall be free and clear of all liens, claims, security interests or encumbrances and
Installer warrants and shall defend such title, at its sole expense, against the claims of third
parties. Installer shall immediately notify Owner of the assertion of any lien or encumbrance
upon the System or any part thereof.
13. Eligibility to Receive NYSERDA Incentive:
The parties hereto agree and acknowledge that Installer is a NYSERDA Eligible Installer
and is eligible to receive the NYSERDA incentive rebate as shown above pursuant to
NYSERDA PON-2112. Customer is an electric distribution customer of a local electric provider
who contributes to the Renewable Portfolio Standard/System Benefits Charge. Any and all
incentive amounts received from the NYSERDA PON-2112 Solar PV Program will be applied in
its entirety to Owner's system cost.
14. Termination:
In the event that (i) Installer fails to submit a completed Incentive Application to
NYSERDA, (it) the Incentive Application is not approved by NYSERDA, (iii) the NYSERDA
Incentive received by Installer is less than the amounts provided in Section 5 hereo% or (iv) the
structural framing of the Installation Location's building does not support the installation of solar
panels and ballasts, Owner or Installer may, prior to the start of the installation and at its sole
discretion, terminate this Agreement without penalty and any payments made by Owner or
Installer will be refunded less any reasonable fees and expenses.
The parties agree that Owner or Installer may terminate this Agreement with no liability
in the event that the local electrical utility denies acceptance of the System's interconnection due
to area network restrictions. Customer agrees to use commercially reasonable efforts to assist
Owner and Installer in entering into a metering agreement with the local electrical utility.
15. System Warranty:
19 0267v
Installer warrants the full System for five (5) years to Owner and Customer (the "System
Warranty"), which shall commence upon the completed installation of the System and receipt
of NYSERDA's final approval. Installer warrants that the System (i) has been installed in
accordance with prudent industry standards and this Agreement, (ii) shall be free from defects in
design, materials and workmanship under normal operating conditions, and (iii) at the time of
completion, the System shall be in material compliance with applicable law. The System
Warranty covers all components of the System against breakdown or degradation in electrical
output of more than ten (10) percent from their original rated electrical output. The System
Warranty is limited to repair or replacement of defective components or sub -systems of the
System by Installer or its subcontractor.
The System Warranty is limited to the actual System installed by and work performed by
Installer and its subcontractors. This System Warranty does not cover intentional or accidental
damage, malfunctions or service failures caused by (i) the failure of Owner or Customer to
operate and maintain the System in accordance with manufacturer's warranties and prudent
industry standards, or (ii) acts of God, floods, storms, lightning, fires, or actions by any federal,
state, or local governmental authority.
Owner and Customer agree to maintain the System in proper operating condition in
accordance with manufacturer's warranties, as provided by Installer, and prudent industry
standards. Owner and Customer shall report any malfunction as soon as it is noticed to Installer.
16. Insurance:
Installer represents that it has purchased and has kept in force commercial general
liability insurance, commercial automobile liability insurance and workers compensation
insurance. Installer will provide evidence of this insurance to Owner or Customer upon request.
17. Environmental Attributes:
Customer, Owner and Installer acknowledge and agree that Owner will retain ownership of
all Environmental Attribute(s), as defined in Section 5 of the Equipment Lease, subject to
NYSERDA's interest in any REC associated with the System's energy production.
18. Data Monitoring and Reporting:
Customer agrees to take readings measuring the energy generation by the System every
six (6) months for the first three (3) years of the System's operation. All such readings and
measurements taken pursuant to this Section shall be delivered to Installer in order to be
submitted to NYSERDA. Notwithstanding the foregoing, the Parties may agree that either
Owner or Installer is responsible for taking such readings or measurements.
19. Access to the System:
Owner and Customer each agree that it will provide (i) NYSERDA or its representative
with reasonable access to the System for inspection purposes, provided that NYSERDA shall
provide Owner and Customer with three (3) days written notice of such inspection, and (ii)
Installer or its representatives with reasonable access to the System in order to for Installer to
10 2670
conduct inspections and/or System maintenance during the 5 year warranty period.
20. Customer Acknowledgments:
In connection with the installation of the System, Customer acknowledges and agrees as
follows:
(i) NYSERDA and its representatives are permitted reasonable access to the System for
inspection purposes and Owner and Installer are permitted reasonable access to the
System for inspection and maintenance purposes, pursuant to the limitations set forth
in Section 18;
(ii) Customer shall be responsible for any costs associated with bringing any building or
structure that the System will be installed on at the Installation Location up to code in
order to pass building and electrical inspections and obtain necessary permits and for
any costs associated with structure upgrades required, as determined by Installer, to
support the System;
(iii) NYSERDA will hold the title to any Renewable Energy Credit (" REC") associated
with the System's energy production for three (3) years from the date of System
operation, pursuant to the terns of the NYSERDA PON-2112 Solar PV Program;
(iv) Customer shall enter into the Equipment Lease with Owner; and
(v) Installer has permission to take images (including motion picture or still
photographers) of the System at the Installation Location for any purposes, including
advertising, promotion and marketing.
21. NYSERDA Terms and Conditions:
NYSERDA's website www.mowernatura0v.org contains information on NYSERDA and
the funding program under which support for this System will be requested. Customer and
Owner understand that neither NYSERDA nor the State of New York: (1) endorse any Eligible
Installer, or (2) guaranty, warranty, or in any way represent or assume liability for any work
proposed or carried out by an Eligible Installer. Additionally, NYSERDA is not responsible for
assuring that the design, engineering and construction of the project or installation of any the
System is proper or complies with any particular laws, regulations, codes, licensing, certification
and permit requirements, or industry standards. NYSERDA does not make any representations
of any kind regarding the results to be achieved by the System or the adequacy or safety of such
measures. NYSERDA will not make any payment of the incentive rebate to Installer without
proofs that all required permits and approvals have been obtained. The Parties agree to
collaborate with NYSERDA's Director of Communications should s/he prepare any press release
or plan any news conference related to the System and authorize NYSERDA to use System
photographs in brochures, on its website and in other print materials.
22. Governing Law:
IW2670
This Agreement is governed by the laws of the State of New York, notwithstanding
choice of law provisions, and any disputes arising under this Agrcement shall be venued in Erie
County, New York.
23. Notices
Any written notice under this Agreement shall be deemed to have been given when
actually delivered. Any such written notice may be delivered personally, or deposited with a
nationally recognized overnight courier service or in the United States mail, postage prepaid,
addressed to recipient at the following address, or at such other address as the applicable party
may request in writing:
If to Installer:
If to Owner
Solar Liberty Energy Systems, Inc.
Solar Liberty Electric Company, Inc.
6500 Sheridan Dr. Suite 120
6500 Sheridan Dr. Suite 120
Buffalo, NY 14221
Buffalo, NY 14221
Phone: 716-634-3780
Phone: 716-634-3780
Email: Nathan@solarliberty.com
Email: AKRiazo@solarliberty.com
If to Customer:
Mailing Address:
City of Ithaca
Controllers Office
108 E Green St.
Ithaca, NY 14850
Phone:(607)274-6570
Email: dbelmaker@cityofithaca.org
-
24. Entire Agreement; Modifications:
This Agreement and the Lease and NYSERDA's Addendum to Customer Purchase
Agreement attached hereto as Exhibit A ("NYSERDA Addendum"), is the entire agreement
between the Parties and supersedes all other oral and written communications and
representations. In the event of a conflict between terms of this Agreement (including any and
all attachments hereto and amendments thereof) and the terms of the NYSERDA Addendum, the
terns of the NYSERDA Addendum shall control. Customer may, but is not required to, consult
an attorney prior to entry into this Agreement or the Lease.
This Agreement shall bind the respective parties hereto, their successors, legal
representatives and assigns.
Modifications to this Agreement most be made in writing and signed by all parties.
I0002670
25. Assignment:
This Agreement shall be binding upon and shall more to the benefit of, and shall be
enforceable by, the Parties and their respective successors and assigns as permitted by and in
accordance with the terms hereof. Installer may not assign this Agreement without the consent
of Owner. Owner may assign its interest in this Agreement and sell or grant a security interest in
all or any part of the System without notice to or the consent of Customer. In the event of a change
in ownership or title of the Installation Location, Customer may assign this Agreement, upon
notice to Installer and Owner to the new owner of the Installation Location, provided that such new
owner assumes this Agreement and the Lease Agreement in writing and customer shall reimburse
Owner for any loss of Environmental Financial Incentives or Environmental Attributes.
26. Counterparts:
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Any
signature page of any such counterpart, or any electronic or facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed counterpart of this Agreement,
and any telecopy, .pdf-format or other facsimile transmission of any signature of a party hereto
shall be deemed an original and shall bind such party.
[Signature Page Follows]
I W26h9
This Agreement entered into this the day of 20 .
INSTALLER: OWNER:
Solar Liberty Energy Systems, Inc. Solar Liberty Electric Company, Inc.
By: Nathan T. Rizzo By: Adam K. Rizzo
Its: Its:
CUSTOMER:
City of Ithaca
By: [Print Name]
wau2670
EXHIBIT A
NYSERDA Addendum
[Insert provisions]
IW26M
PON 2112 Incentive Application Form Attachment B
INCENTIVE APPLICATION FORM
Name of Eligible Imtaller/Installer Number: Nathan Ri=/4116 Eligible Installer Email: Nathen@sclmlibeny.com
Name ofCompany: Solar Liberty Energy Systems, Inc. Eligible Installer Phone: 71W- 3780
Owner Name: City of Ithaca Youth Bureau Owner Phone Number: (607) 274-6570
Installntion Address: I lames L. Gibbs Dr.
City: Ithaca State: NY Zip: 14850
Mailing Address (ifdiRerent form installation Address
City: State: Zip:
Owner Email: dbelmaker@cityofithaea.org Utility Service Territory: NYSEG
Expected Date of Installation: January 1, 2013 Expected Date of Interconnection January 10, 2013
Please attach proofof payment by customer into Renewable Portfolio Standard (as shown can utility bill or letter form utility)
Building or Customer type Check all that apply:
_ New Construction
_Existing Home
_Commercial
_Single Family
_ 24 Family Residential
_Mullifamily
_Agricultural
_Industnal
_Educational
_Not For Porfit
x Municipality/Government
_Other
Required System Documentation- Each Incentive Application must include as attachments: site map, shading analysis, three
-line
electrical drawing, and utility bill.
PV Panel Manufacturer. REC Solar Model: RFC 230 PE -US NumberofPanels: 108
PV Panel Manufacturer: Model: Number of Panels:
Inverter Manufacturer: SMA Model: SMA 5". 8000 Number of lnmrUns 4
Inverter Manufacturer: Model: Number of Inverters
Inverter Elficiency: 96.0a/ Orientation: 130&220 Tile 10
Total System Production kW (DC at STC): 24.84 Total System Production AC: 20943.36
Customers Annual Electric Usage (kWh): 153940
Expected Annual kWh Produced by System: 26485 Annual Electrical Offset Associated with the PV System: 17.22%
(Must Not Be Greater Than 110%)
Total Cost Before Incentive: $161
Incentive Calculation: 37260
Incentive Total: $37,260.00
Estimated Annual losses from shading: 0 kWh 0.00%
Estimated Annual losses from orientation. tilt. etc.: 959 kWh 3.60%
Estimated Annual losses from shading &orientation: 959 kWh 3.60%
Does total Square footage of PV array exceed 4,000 square feet: No
1fBatteries are a pan of this System. What is their capacity: No
PON 2112 Incentive Application Form Attachment B
Clipboard Audit: The Company/Installer agrees to complete a clip board audit consisting of two main components: an interview ofthe
home/building owners to ascertain energy use habits and the age ofthe building. and an inspection ofthe building to identify potential
energy efficiency measures, especially low and no cost measures that could reduce the electricity load ofthe building. This would
include an inspection ofthe herd -wired lighting systems and free standing light fixtures, appliance ages and whether they are ENERGY
STAR, the presence of advanced power strips for consumer electronics, existence of "mropire loads" related to consumer electronics
and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the doors and windows, and
inquiries to the owner regarding any recent installation of insulation. The PV installer would conclude the audit with a homeowner
debriefing. The instal let would leave a copy of the inspection from with the owner at the and of the inspection. The form will include a
description of the home, recommendations of changes to reduce electric consumption, and easy fixes the homeowner can do. The
installer will also (cave a list of Home Performance Contractors that could install more complex energy efficiency measures.
informational brochures importing the owner of the details of utility or NYSERDA energy efficiency programs available to home
owner, and a brochure of law cost/no cost tips fro reducing energy consumption. The inspection should last no more than 60 minutes.
(initial to acknowledge requirement and adherence).
Non raaidential Energy Management The Company/ Installer will provide non-residential building owners with information on
Energy
Star's Portfolio Manager Benchrearking Tool or other equivalent too] and, ifrequested by the building owner, assist them to other utility
bill information into the Tool in order to Produce an EUI (Energy use index)6 and, where applicable an Energy Star score. The installers
should also provide informational bmchues on NYSERDA and utility energy efficiency programs. Customers will not be required to
benchmark or implement energy efficiency measures as a pre -requisite to receive a PV incentive. (initial to
acknowledge
REQUIRED APPLICATION DOCUMENTATION: Each Incentive Application must include all documentation listed on the
attached checklist.
If ballerics an, pan alibis system, what is their rapacity?
CERTIFICATION STATEMENT: I certify, that all information provided in this application, including workshects, analysis, permits
and approvals is true and emrect to the best of my knowledge.
In vller Signal.
Print Name Nathan Rizzo
Company Signature
Print Name Nathan Rizzo
Customer Signature
Pant Name
For Internal Use Only
Date Received by NYSERDA
Date
deted Form and All Required Attachments _Yes No
Approved Denied Date:
PON 2112- Solar PV Program Attachment E
ADDENDUM to the CUSTOMER PURCHASE AGREEMENT
All Customer Purchase Agreements most include an executed copy of this Addendum to be eligible to apply
for Solar PV Program Incentives. The Eligible Installer is identified as "Installer", the Customer or Owner is
identified by "Customer", and the Eligible Installer's Affiliated Entity is identified as the "Company".
Solar PV Program Incentives arc only available for the installation of new equipment and PV Systems that
have not been installed (partially or completely) prior to NYSERDA approval of the Incentive Application.
Incentives will not be provided directly to the Customers but are paid to the NYSERDA Eligible Installer, who
must then apply the entire approved amount to the Customer's system cost. The Final Invoice Checklist,
completed and signed by the Installer and Customer at the time of commissioning, must accompany the Final
Incentive Payment Form submission.
Review of System Design NYSERDA will review the design of the PV System considering issues including,
but not limited to, system layout, orientation, shading, expected output, etc. NYSERDA approval of the
Incentive Application is contingent on adherence to the proposed system design. Installers must receive
approval from NYSERDA for any material modification of the proposed system or its components, or the
incentive may be revoked.
All potential system output losses (after all equipment loses are applied) associated with shading, system
orientation, tilt angle, etc. may not exceed 20% of optimal system output to receive the full incentive. Such
losses must be detailed in each application package using industry accepted shading and orientation tools,
verifiable assumptions and calculations. System with losses greater than 209/ of optimal output due to shading
and orientation issues may be considered on a case -by -case basis. However, any available incentives for these
systems will be prorated by output loss. In cases where trees or any other obstruction must be removed or
moved in order to meet the program mles, incentive payments will not be made until the obstructions are
removed and a new shading analysis and photos have been submitted and reviewed by NYSERDA. Any trees
or obstructions must be clearly labeled in the site map.
Qualified Customers: Incentives arc available to electricity distribution customers of Central Hudson Gas &
Electric Corporation, Consolidated Edison Company of New York, Inc., New York State Electric & Gas
Corporation, Niagara Mohawk Power Corporation, Orange and Rockland Utilities, Inc. and Rochester Gas and
Electric Corporation who contribute to the Renewable Portfolio Standard/System Benefits Charge (sometimes
referred to as "RPS/SBC" as a line item on bills).
Warranty: Both the Eligible Installer and the Affiliated Entity shall offer a full transferable warranty to the
purchaser of the PV System installed under this Customer Purchase Agreement for a period of (5) years after
the Eligible Installer has completed the installation and NYSERDA's final approval has been provided. This
warranty coven: all components of the system against breakdown or degradation in electrical output of more
than ten percent from their original rated electrical output.This warranty covers the full costs including labor
and repair or replacement of defective components or systems. If a battery back-up is installed under this
Agreement, the Eligible Installer and the Affiliated Entity shall offer a full warranty to the purchaser for the
battery system for a period of 2-years after installation. This warranty covers the battery system against
breakdown and covers the full costs.
Title to Renewable Energy Credits: Renewable Energy Credits (RECs), which may also be referred to as
green power attributes or tradable renewable credits (TRCs), are the environmental benefits associated with
electricity that is generated from renewable sources such as wind or solar.
PON 2112 Incentive Application Form Attachment E
Funding from New York State's Renewable Portfolio Standard (RPS) contributed to develop the PV System
identified in this Customer Purchase Agreement. The parties acknowledge that for the first three years of
operation of the PV System funded under this program, NYSERDA will hold title to the RECs.
Data Monitoring and Reporting: For a period of three years, the Installer Customer (Please
designate and initial) must take readings measuring the energy generation of the PV System everysix momhs. For systems
25 kW and higher meter readings most be taken monthly and repotted to NYSERDA every six months for the three year
monitoring period. While the customer may be responsible for taking meter readings, all meter readings must be submitted
to NYSERDA by the Eligible Installer.
Quality Control: For quality control purposes, Customer most provide NYSERDA or its representative with
reasonable access to the PV System for inspection purposes. Final incentive payments may be contingent on
NYSERDA inpection of the installed PV System.
Publicity and Site Events: Customers and Installers am required to collaborate with NYSERDA's Director of
Communications should they prepare any press release or plan any news conference related to the PV System.
NYSERDA is authorized to use the PV System photographs in brochures, on its website, and in other print
materials.
Tax Incentives: Customers are encourages to consult the IRS (see www.irs.gov), the NYS Dept. of Taxation
and Finance (see www.tax.statemy.us) and with an accountant/tax advisor for details on eligibility for the credit
provided in the law, regardless of whether the Installer has provided information regarding the expected tax
benefits (real property, federal or state tax incentives, or sales and use tax exemptions).
Cost Estimate/Total System Price: The Customer has relied upon the Company/Installer to include any and all
costs associated with the complete installation of the proposed PV System in the Customer Purchase Agreement
If additional costs are sought from the Customer, the Customer Purchase Agreement may be cancelled without
penalty and the customer may seek a full refund of any deposit paid to the Company/Installer or costs the
Customer incurred under this Agreement, less any reasonable site visit fees charged by the Company/Installer.
Incentive Estimate: If the Installer does not submit a completed Incentive Application to NYSERDA, or if the
Incentive Application (a) is not approved by NYSERDA or (b) if NYSERDA approved a lower incentive, the
Customer may terminate this Customer Purchase Agreement without penalty and seek a full refund of any
deposit paid to Installer or costs he or she incurred under this Customer Purchase Agreement, less any
reasonable site visit fees charged by the Company/Installer.
PV System completion/commissioning: The Company/Installer agrees to complete the installation of th PV
System, and request necessary inspections, within 120 days of NYSERDA's approval to the Incentive
Application. Unless written approval of an extension has been issued by NYSERDA, the Company/Installer will
be required to remm any and all incentive payments to NYSERDA if this milestone has not been met.
Clipboard Audit: The CompanyMstaller agrees to complete a clipboard Audit consisting of two main
components: an interview of the home owners to ascertain energy use habits and the age of the building, and an
inspection of the building to identify potential energy efficient measures, especially low and no cost measures
that could reduce the electricity load of the building. This would include an inspection of the hard -wired lighting
systems and free-standing light fixtures, appliance ages and whether they are ENERGY STAR, the presence of
advanced power strips for constumer electronives, existence of "vampire loads" related to consumer electronics
and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the
doors and windows, and inquiries to the owner regarding any recent installation of insullation. The PV installer
would conclude the audit with a home owner debriefing.
PON 2112 Incentive Application Form Attachment E
The installer would leave a copy of the inspection form with the owner at the end of the inspection. The form
will include a description of the home, recommendations of changes to reduce electric consumption, and easy
fixes the homeowner can do. The installer will also leave a list of Home Performance Contractors that could
install more complex, energy efficiency measures, informational brochures informing the owner of the details of
utility or NYSERDA energy efficiency programs available to home owner, and a brochure of low cost/no cost
tips for reducing energy consumption. The should last no longer than 60 minutes. Customers will not be required
to implement energy efficiency measures as a pre -requisite of receiving a PV incentive.
Non Residential Energy Assessment. The Company/Installer will provide non-residential building owners with
information on Energy Star's Portfolio Manager Benchmarking Tool or other equivalent tool and, if requested by
the building owner, assist them to enter utility bill information into the Tool in order to produce an EUI (energy
use index) and, where applicable an Energy Star score. The installers shoudl also provide informational
brochures on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark
or implement energy efficiency measures as a pre -requisite for receiving a PV incentive.
Consumer Information: New York consumers and cutomers are encouraged to consult the New York State
Office of the Attorney General website for consumer information:
http://www.ag.ny.govlbweaus/consumer_frauds/tips/home_improvements.hlml The NYS Customer Protection
Board offers additional information with the following publications:
http://www.nymnsumers.gov/pdf/home improvement bmchure.pdf
Conflicting Terms: In the event of a conflict between the terms of the Cutomer Purchase Agreement (including
any and all attachments thereto and amendments thereof) and the terns of this Addendum, the terms of this
Addendum shall control.
Communication with Customer: Installer, Company and Customer agree that NYSERDA may, at
NYSERDA's discretion, communicate by voice and/or written format with any PV System Customer with
respectto any matter relevant to a proposed or installed PV System. Such communications may be in reply to an
inquiry from a Customer or at NYSERDA's initiation.
Disclaimer: The Customer understands that neither NYSERDA nor the State of New York: (1) endorse any
Eligible Installer; or (2) guaranty, warranty, or in any way represent or assume liability for any work proposed or
carried out by an Eligibile Installer. Additionally, NYSERDA is not responsible for assuring that the design,
engineering and construction of the project or installation of any solar electric generation system is proper or
complies with any particular laws, regulations, codes, licensing, certification and permit requivnents, or industry
standards. NYSERDA does not make any representations of any kind regarding the results to be achieved by the
solar generation systems of the adequacy or safety of such measures.
Certification Statement: By signing, all parties certify that they have read and understand the above
information and requirements and agree to abide by them. NYSERDA will not accept an application from an
Installer if the date of the signed contract is over 30 days prior.
PON 2112 Incentive Application Form
Attachment E
Customer: By signing below, the customer certified that he or she contributes to the Renewable Portfolio
Standard (RPS)/ System Benefits Charge (SBC) through a monthly electric utility bill. Please email NYSERDA
at PV Qnyserda.org regarding any questions, or to check the status of your application.
Customer Signature: Date:
Print Name
Eligible Installer: Bt Signing below, the Installer certifies that he or she is: (1) Eligible to participate in
NYSERDA's Incentive Program; (2) in compliance with Terms and Conditions of NYSERDA's program; and
(3) is bound by the Terms and Conditions of this Customer Purchase Agreement.
Eligible Installer Signature: Date:
Print Name: Nathan Rizzo
Affiliated Entity: By signing below, the Authorized Representative of the Eligibile Installer's Affiliated Entity
(Company) certifies that the Eligible Installer is working for said company and is in compliance with
NYSERDA's Incentive Program. By signing below, the Company is bound by the Terms and Conditions of this
Customer Purchase Agreement.
Authorized Company Signature: Date:
Print Name: Nathan Rizzo
SOIARIIBERTY
March 19, 2012
Steven P. Thayer
City of Ithaca
108 E. Green St.
Ithaca, NY 14850
Solar Liberty
6500 Sheridan Drive, Suite 120
Buffalo, New York 14221
Re: Benchmark Audit Letter
Dear Mr. Thayer,
All commercial recipients of NYSERDA PON 2112 incentives must receive this information. Please review the
material to determine if you will require additional assistance. Also please acknowledge receipt of this
information by initializing this document below.
Eligible Installers shall provide non-residential building owners with information on ENERGY STAWS
Portfolio Manager Benchmarking Tool, or other equivalent tool and if requested by the building owner
will help them enter utility bill information into the Tool in order to produce an EUI (Energy use index)
and, where applicable an ENERGYSTAR score. Eligible Installers shall also provide informational brochures
on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark or
implement energy efficiency measures as a prerequisite to receiving a PV incentive. The building owner
must sign acknowledging that the information was received. A copy of the signed acknowledgement must
accompany the application and be uploaded into Powerclerk.
The links below are to Energy Efficiency programs that are available through the EPA and NYSERDA and your local
utility company.
http://www.en ergystar.gov/ind ex.cfm?r-evaluate_performance. bus_portfolioma nager
http://www.nyserda.org/programs/energyaudit.asp
http://www.nyserda.org/programs/flextech-asp
Customer
Installer initial
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Buffalo, NY 14221 8661018413 A. Ialc®solatllhay.com