HomeMy WebLinkAbout11-19-14 City Administration Committee Meeting AgendaCA Meeting
City Administration Committee
DATE: November 19, 2014
TIME: 6:00 pm
LOCATION: 3rd Floor,
City Hall, Council Chambers
AGENDA ITEMS
Item Voting
Item?
Presenter(s) Time
Allotted
Chair, Deb Mohlenhoff
1.Call To Order *Note: We will review the number of15 Min*
1.1 Agenda Review No cards received at the beginning of each
1.2 Review and Approval of Minutes Yes meeting and adjust time if needed.
Approval of Ocotber 2014 Minutes
1.3 Statements from the Public No
1.4 Statements from Employees No
1.5 Council Response No
(6:15 p.m.)
2.Standing Sub-Committee and Staff Reports
2.1 DAC - Presentation on Survey Results No 15 Min
2.2 Presentation from EnergizeNY No 20 Min
2.3 Report on Panhandling No
Erin M. Sember-Chase
Jospeh Del Sindaco, EnergizeNY
Aaron Lavine, City Attorney 20 Min
(7:10 p.m.)
3.City Administration, Human Resources, and Policy
3.1 One Year Extension Town-City Fire Contract Yes Aaron Lavine, City Attorney 10 Min
3.2 Power Purchase Agreement with Solar City for YesNick Goldsmith, Sustainability Coordinator
Solar Farm 15 Min
(7:35 p.m.)
4.Finance, Budget, and Appropriations
4.1 DPW – Request to Amend CP 791 Lake Street Yes Adisu Gebre, Bridge Engineer 15 Min
Bridge at Fall Creek Reconstruction
4.2 DPW – Request to Modify Work Hours Yes Erik Whitney, Asst. Supt. – W&S 10 Min
4.3 Finance – Authorization to Cover Red Accounts Yes Steve Thayer, City Controller 5 Min
4.4 Finance – Request to Amend Budget to Yes Steve Thayer, City Controller
Account for 2014 Tompkins County Celebrations Grants 5 Min
(8:10 p.m.)
5.Performance Measures No Kevin Sutherland, Chief of Staff 5 Min
(8:15 p.m.)
6.Meeting Wrap-up All 5 Min
6.1 Announcements No
6.2 Review Agenda Items for next meeting No
6.3 Adjourn Yes
(8:20 p.m.)
Committee Charge: The CA committee will:
Review financial and administrative issues pertaining to the City, along with items relating to the City of Ithaca workforce
environment, intergovernmental relations and human resources.
If you have a disability that will require special arrangements to be made in order for you to fully participate in the meeting,
please contact the City Controller’s Office at 607-274-6576 at least 48 hours before the meeting.
November 11, 2014
2013 Disability Advisory Committee (DAC) Survey Summary:
Challenges and Recommendations
Prepared For: Ithaca City Administration
Survey and Summary Overview: This survey was advertised broadly throughout
city in Fall, 2013. We had 85 people respond. We asked them to check off any of
the listed challenges they believe an individual with a disability faces in Ithaca,
with the option of checking “other” and writing in. They were then asked the
open ended question, “What do you think could be done to remove these
obstacles”. Below is a summary of the trends in challenges cited, as well as
recommendations offered by our community members.
Challenges for people with disabilities, as cited by survey responders:
•Nearly 60% cited poor snow and ice removal.
•Nearly 3% said there was need for more effective communication methods
to be provided via city website, while over 10% cited effective
communication needs to be more present at city meetings.
•30% cited cars or other vehicles blocking/parking across sidewalks.
•Nearly 50% cited trees and bushes obstructing pathways, sidewalks, or
crosswalks.
•Trends seen in open ended comments were:
o Lack of accessible parking options and/or accessible parking spaces
being taken by others without disabilities, including city
employees/offices.
o Other people, including city employees, lacking awareness,
education, or appropriate attitudes toward individuals with
disabilities and their needs.
o More comments re/ manmade obstructions on sidewalks, such as
tables and chairs on sidewalks, trees on curbs, providing little walking
space between/around, etc.
CA Item # 2.1
November 11, 2014
Recommendations:
•ENFORCEMENT AND EDUCATION: a majority of responders cited the need
for widespread education on the above issues, as well as for the City and
Police to hold property and business owners responsible/accountable.
Specific suggestions include:
o Stronger education and enforcement, such as through issuing fines,
when owners don’t keep sidewalks clear of obstructions and/or
snow/ice
o Ticketing people who violate accessible parking rules
o Install signage where parking is restricted so as to not block
accessible spaces or entrances
o Educating TCAT drivers more about driving slower
o Educating everyone more about disability issues and needs
o Including information on city website about how to report problems
like this as well as how to get ahold of the DAC.
•FOCUS ON SNOW AND ICE REMOVAL/MAINTENANCE: City needs to
prioritize this more. One person suggested that the City keep a registry of
community members/volunteers who can shovel or who the City can hire
to do snow removal, such as for elderly and disabled people.
•FIX BROKEN SIDEWALKS AND CURB CUTS: this included fixing other
barriers that exist, but primary emphasis was on sidewalks.
•IMPROVE COMMUNICATION AT CITY MEETINGS: provide priority seating
for people with visual/hearing disabilities; give information in multiple
formats (i.e. Braille, electronically, etc).
•INVOLVE PEOPLE WITH DISABILITIES IN PLANNING: A few people
emphasized the need for incorporating accessibility improvements during
construction and renovations and that citizens with disabilities should be
sought out/consulted during the planning and review phases.
CA Item #2.1
PRIVATE
AND
CONFIDENTIAL
–
NOT
TO
BE
DISTRIBUTED
FINAL
-‐
5/9/2013
¥A
NYS
Municipality
desiring
membership
(the
“Applicant”)
shall
be
a
municipality
of
the
State
of
New
York
with
Tax
Lien
authority.
¥The
Applicant
must
apply
to
the
EIC
in
writing
through
its
chief
executive
officer
or
chief
fiscal
officer
and
must
authorize
its
participation
in
the
financing
of
a
“Project”
or
“Projects”
through
the
Corporation
(as
defined
in
NYS
GENERAL
MUNICIPAL
Law-‐119-‐ff).
¥The
Applicant
must
currently
be
rated
no
lower
than
“A”
or
“A2”
by
any
of
the
three
rating
agencies
listed
here:
Moodys,
Standard
and
Poors,
and
Fitch
ratings
service.
¥The
EIC
BOARD
must
approve
the
Applicant.
In
addition,
the
Applicant
must
show
completion
of
the
following
steps:
1)Pass
the
Energize
NY
Benefit
Finance
Local
Law
enabling
the
provision
of
Energize
NY
Benefit
Financing
to
eligible
residents
of
the
Municipality,
2)Approve
the
EIC/Municipal
Agreement,
3)Intent
to
participate
in
the
Annual
Meeting
of
the
EIC
to
be
held
on
or
around
March
31
or
each
year
in
order
to
elect
the
Board
of
Directors
and
discuss
other
matters
of
the
corporation.
A
written
letter
from
the
EIC’s
Board
of
Directors
to
the
Applicant
will
confirm
membership.
Energy
Improvement
Corporation
(EIC)
MUNICIPAL
MEMBERSHIP
CRITERIA
CA Item #2.2
PRIVATE
AND
CONFIDENTIAL
–
NOT
TO
BE
DISTRIBUTED
Assumptions:
1)Local
Law
has
passed
and
EIC/Municipal
Agreements
and
Resolutions
joining
EIC
are
in
place
enabling
the
provision
of
Energy
Improvement
financing
and
formalizing
the
relationship
between
EIC
and
Town.
2)Benefited
property
has
cleared
EIC
financing
criteria
and
has
been
improved.
Steps:
a)EIC
provides
list
and
other
Agreement
documentation
of
newly
benefited
properties
(“Additions”)
to
Municipal
Clerk
monthly
or
as
needed
i.List
of
newly
approved
Additions
to
include:
i.PARCEL
ID
(SECTION,
BLOCK
LOT)
ii.PARCEL
ADDRESS
iii.SWISS
CODE
(TOWN
IDENTIFING
CODE)
iv.Origination
date,
v.Total
notional
of
financing,
vi.Annual
payment.
b)Municipal
Clerk
provides
list
to
Municipal
Board
for
approval
to
have
an
Energy
Improvement
Charge
added
to
each
benefited
property’s
tax
bill
and
add
them
to
the
tax
roll.
c)Monthly
or
as
needed,
Municipal
Board
to
pass
a
resolution
to
add
Energy
Improvement
Charge(s)
to
the
tax
rolls.
d)EIC
provides
Annual
Report
to
Municipal
Assessor,
Tax
Receiver,
Municipal
Clerk
and
Comptroller
three
months
before
municipal
taxes
are
due.
i.List
of
newly
approved
benefited
properties
(“Additions”)
to
add
to
Assessment
rolls.
Data
to
include:
i.PARCEL
ID
(SECTION,
BLOCK
LOT)
ii.PARCEL
ADDRESS
iii.SWISS
CODE
(TOWN
IDENTIFING
CODE)
ii.List
of
existing
benefited
properties
with
i.PARCEL
ID
(SECTION,
BLOCK
LOT)
ii.PARCEL
ADDRESS
iii.SWISS
CODE
(TOWN
IDENTIFING
CODE)
iii.List
of
benefited
properties
that
have
satisfied
the
financing
terms
(“Satisfactions”)
and
the
satisfaction
date,
iv.Notice
of
satisfaction,
ADDING
AN
ENERGY
IMPROVEMENT
CHARGE
TO
THE
MUNICIPAL
TAX
BILL
OF
A
BENEFITED
PROPERTY
FINAL
-‐
6/14/2012
CA Item #2.2
PRIVATE
AND
CONFIDENTIAL
–
NOT
TO
BE
DISTRIBUTED
v.Origination
date,
vi.Total
notional
of
financing,
vii.Total
outstanding
balance,
viii. Annual
payment,
ix.Total
annual
Municipal
collections
due
to
EIC
e)Municipal
Board
to
pass
a
resolution
to
add
any
additional
Energy
Improvement
Charge(s)
to
the
tax
rolls
from
the
current
year
up
until
three
months
before
municipal
taxes
are
due.
f)Approximately
two
and
one
half
months
before
municipal
taxes
are
due,
Municipal
Assessor
creates
the
bucket
(special
“Move
tax”
code)
and
places
it
on
the
tax
rolls.
-‐
NOTE:
recommendation
for
one
Code
generation
method:
(“Energy
Improvement
Charge22”
OR
“EIC
22”
=
Charge
with
satisfaction
date
of
2022),
i.TIP:
put
$
amount
from
EIC
as
per
codes
in
text
file
form
–
imputs
into
Tax
Program
System
(eg:
RPS)
g)Assessor/TR
verifies
deletions
and
additions
(Two
months
before
municipal
taxes
are
due)
h)Rolls
are
Imported
into
Tax
Program
System
(One
and
one
half
months
before
municipal
taxes
are
due)
i)Tax
Receiver
to
run
verification
report
to
compare
EIC
expectations
of
total
revenue
to
Assessor
expectations
of
revenue.
(One
and
one
half
months
before
municipal
taxes
are
due)
j)Tax
Bills
Print
and
Mail
(One
month
before
municipal
taxes
are
due)
k)Tax
Receiver
receives
Charge
payments
(Municipal
tax
due
date)
l)EIC’s
Trustee
receives
Charge
Payments
(Within
30
days
of
Municipal
Tax
due
date)
CA Item #2.2
PRIVATE
AND
CONFIDENTIAL
/
NOT
TO
BE
DISTRIBUTED
WITHOUT
PRIOR
APPROVAL
FROM
EIC
BOARD
ENERGIZE
NY
BENEFIT
FINANCING
UNDERWRITING
STANDARDS
•Clear
Title
+
Corporate/organizational
documents
in
order
•Owner
has
not
filed
for
bankruptcy
for
7yrs
•There
are
no
outstanding
taxes
or
involuntary
liens
on
the
property
in
excess
of
$1000
•Property
is
not
in
foreclosure
and
there
have
been
no
recent
mortgage
or
other
property-‐related
debt
defaults.
•Maximum
total
of
existing
loans
relative
to
Appraised
Value
must
be
less
or
equal
to
80%
•Maximum
Energize
Benefit
Financing
amount
relative
to
Appraised
Value
less
or
equal
to
10%
•Current
on
Mortgage
•Property
tax
payment
record
is
clear
for
3yrs
•Property
Location
in
EIC
Member
Municipality
•Savings
Investment
Ratio
test
>
1
•Energy
Improvements
permanently
affixed
to
property
•Required
Assessment,
Scope
and
Upgrade
through
NYSERDA
HPwES
or
other
NYSERDA
approved
upgrade
program
•Must
be
existing
structures
that
are
benefited
•Energize
Benefit
Financing
amount
shall
be
repaid
over
a
term
not
to
exceed
the
weighted
average
of
the
useful
life
of
such
systems
and
improvements
as
determined
by
NYSERDA
approved
energy
audit/assessment
study
•Must
show
predicted
positive
cash
flow
>
1%
of
annual
assessment
payments.
•Energize
Benefit
Financing
net
of
ALL
non
tax
based
incentives
•Building
Owner
sign
off
on
the
work
being
completed
•Maximum
Financing:
o 1-‐4
Family
Residential
Buildings
–
$30,000
o Commercial
and
Large
Multi-‐Family
Buildings
–
Subject
to
10%
Max
Value
and
80%
LTV
rule
•Minimum
Financing
–
$3,000
•Must
show
existing
lender
consent
(Commercial
Property)
CA Item #2.2
2/21/13
ENERGY IMPROVEMENT CORPORATION
MUNICIPAL AGREEMENT
This Agreement made as of this __ day of ______, 20_ (the “Agreement”), by
and between the ___________________ (the “Municipality”) and the Energy
Improvement Corporation (“EIC”) (both the Municipality and EIC may hereinafter be
referred to individually as a “Party” and collectively as the “Parties”), sets forth the
duties and obligations of each Party in connection with the Municipality’s participation
in the Energize New York Benefit Finance Program (the “Program”).
WHEREAS, EIC is a local development corporation duly formed under Section
1411 of the Not-For-Profit Corporation Law of the State of New York, for the purpose
of promoting, facilitating and financing energy audits and renewable energy system
feasibility studies, energy efficiency improvements and alternative or renewable energy
generating systems (as such terms are defined in Section 119-ff of the General
Municipal Law of the State of New York) (collectively, the “Energy Improvements”) on
properties within its Participating Municipalities (as defined below), thereby promoting
the public good by reducing greenhouse gas emissions, mitigating the effect of global
climate change and lessening the burdens of government; and
WHEREAS, Participating Municipalities are those municipalities within the
State of New York that have established by local law, pursuant to Article 5-L of the
General Municipal Law of the State of New York, a sustainable energy loan program for
the issuance of financing to the owners of real property located within the Participating
Municipality to finance Energy Improvements, and have authorized EIC to act on behalf
of the Participating Municipality to carry out the Program through, among other things,
the issuance of financing to property owners within such Participating Municipality, and
have met the minimum criteria established by EIC to admit new Participating
Municipalities; and
WHEREAS, the Municipality adopted Local Law ____ on ________ __, 20__,
pursuant to Article 5-L of the General Municipal Law of the State of New York, which
Local Law also authorized EIC to act on its behalf in carrying out its Program;
Now, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the Parties agree as follows:
1.Duties of EIC
It is understood by the Parties that EIC will be responsible for the performance of the
following duties:
2/21/13 2
a)Receive and review applications submitted by property owners within the
Municipality for financing of Energy Improvements (“Property Owner(s)”),
and approve or disapprove such applications in accordance with underwriting
procedures and requirements established by EIC.
b)Review the applications, energy assessments and scopes of work prepared for
and by the Property Owners to establish the amount of financings to be
approved pursuant to the requirements of the Program.
c)Execute finance agreements (the “Finance Agreement”) by and between EIC
(on behalf of the Municipality) and the Property Owners for financing of
Energy Improvements, which shall set forth the terms and conditions for the
disbursement and repayment of financing and the duties and obligations of
each Property Owner and EIC with respect to the acquisition, construction and
installation of Energy Improvements (upon execution of the Finance
Agreement by the Property Owner and EIC, the property that is the subject of
the Finance Agreement shall be deemed a “Benefited Property”). Copies of all
executed Finance Agreements for all Benefited Properties within the
Municipality shall be provided to the Municipality by EIC upon execution.
d)Receive and review the certificates of completion submitted by the Property
Owners of Benefited Properties (or the contractor hired by the owner of a
Benefited Property) following installation or construction of Energy
Improvements on such Benefited Property, and disburse funds to the Property
Owner of the Benefited Property or his/her/its agent upon approval of such
certificate in accordance with the terms of the Finance Agreement and the
Program.
e)Deliver to the Municipality an annual report (the “Annual Report”) three
months prior to when Municipal Taxes are due which shall contain information
related to each Benefited Property within the Municipality through the end of
the immediately preceding calendar year, including:
i.A list of each newly approved Benefited Property for which
the Property Owner or previous Property Owner of the
Benefited Property executed a Finance Agreement within
the annual time period covered by such report (for which a
charge shall be added by the Municipality to its tax rolls in
accordance with Paragraph 2b below). All Benefited
Properties shall be identified in the Annual Report by
address and Tax Map Identification (i.e. section, block and
lot);
ii.A list of each existing Benefited Property for which the Property
Owner or previous Property Owner of such Benefited Property
executed a Finance Agreement. All Benefited Properties shall be
2/21/13
3
identified in the Annual Report by address and Tax Map
Identification (i.e. section, block and lot);
iii. A list of each Benefited Property within the Municipality where all
obligations under the Finance Agreement have been satisfied or paid
in full during the calendar year including the satisfaction date and a
copy of the notice of satisfaction;
iv. For each non-satisfied Benefited Property (including each newly
approved Benefited Property):
a. the date of the Financing Agreement,
b. the notional amount of the financing,
c. the total principal balance and accrued interest outstanding,
d. the annual payment due to EIC (which shall include principal
and accrued interest) associated with such Benefited Property
(including the amount of accrued interest on the initial payment,
if different);
v. the total annual payment due to EIC from all Benefited Properties in
the Participating Municipality (which shall include principal and
accrued interest), which shall be paid by the Municipality within
thirty (30) days of the date upon which payment is due to the
Municipality as part of the municipal tax bill in accordance with
Paragraph 2(c) and the balance of any delinquent charge payment
reported by the Municipality during the term of the Financing
Agreement pursuant to Paragraph 2(d) and;
vi. All other information EIC may deem to be relevant to each Benefited
Property within the Municipality.
f) Create an account (the “EIC Trust Account”) held by a trustee that will accept
payments from the Municipality made in accordance with Paragraph 2(d)
below, and create a separate account (the “EIC Administrative Fee Account”)
to receive the transfer of those funds deposited within the EIC Trust Account
that constitute payment of EIC administrative fees;
g) Provide customer service by telephone to the Municipality during the hours of
9:00 a.m. through 5:00 p.m. Monday through Friday, Eastern Standard Time,
excluding state and federal holidays;
h) Upon EIC’s receipt of payment in full under a particular Finance Agreement,
send a letter of satisfaction by email to the Municipality notifying it that such
Property Owner or subsequent owner of the Benefited Property has satisfied
his/her/its obligations under the terms of the Financing Agreement;
2/21/13 4
2.Duties of the Municipality
It is understood by the Parties that the Municipality will be responsible for the
performance of the following duties:
a)Maintain copies received from EIC of each Finance Agreement for a Benefited
Property throughout the term of the Finance Agreement relating to such
Benefited Property, which shall be maintained until all obligations of the
owner of such Benefited Property that are set forth in the Finance Agreement
have been satisfied.
b)Within thirty (30) days of receipt of the Annual Report, add a charge to its tax
rolls for each newly approved Benefited Property listed therein, and include
such charge in the next ensuing tax levy so that such charge shall be included
on and due in the same manner and at the same time and in the same
installments as the municipal taxes on real property are due within the
Municipality and shall become delinquent at the same times, shall bear the
same penalties and interest after delinquency, and shall be subject to the same
provisions for redemption and sale as the general municipal taxes on real
property of the Municipality.
c)Within thirty (30) days of the due date of the municipal taxes, including the
charge pursuant to a Finance Agreement, remit payment to the EIC Trust
Account in the amount equaling the total annual payments due to EIC from
each Benefited Property within the Municipality, regardless of whether the
Municipality actually has received such payments from the owner of the
Benefited Property. Failure to deliver payments to EIC would be considered an
event of default hereunder.
d)Deliver to EIC an annual delinquency report (the “Delinquency Report”) no
later than (90) days after the due date for the municipal taxes, including the
charge, which shall: (i) list each Benefited Property that is delinquent in charge
payments owed for such Benefited Property, (ii) provide the amount owed to
the Municipality by the owner of such Benefited Property (including penalties
and interest on delinquent charge payments), and (iii) outline the steps taken or
to be taken and progress made in recovering delinquent charge payments from
the owner of such Benefited Property.
e)Make all reasonable efforts to assist EIC in carrying out the Program within the
Municipality.
3.Program Modification
The Municipality may modify the Program by limiting the types of properties which
may receive financing for Energy Improvements and/or the amount of financing
available within the Municipality. The Municipality shall provide written notice to
2/21/13
5
EIC of such proposed modification. The proposed modification shall only become
effective upon written approval from EIC provided to the Municipality, which shall
not be unreasonably withheld. Such approval shall have no effect on the duties and
obligations owed by each Party hereto in connection with this Agreement and any
Benefited Property for which a Finance Agreement was executed prior thereto.
4. Non – Payment
a) Failure of a Participating Municipality to deliver payments to EIC within thirty
(30) days of when due shall be considered an event of default and EIC shall be
entitled to pursue any one or more of the remedies set forth below.
b) No Participating Municipality shall be responsible for the deficient payment of
another Participating Municipality.
5. Terms of Membership
The Municipality understands and agrees that membership in EIC is at the discretion
of the Board of Directors of EIC and is conditional upon satisfying the membership
criteria established by the EIC Board, as may be amended from time to time at the
sole discretion of the Board, as well as compliance with the terms of the By-Laws of
EIC. If a Participating Municipality’s bond credit rating drops below “A” as rated
by Standard and Poors and/or “A2” as rated by Moodys and/or “A” by Fitch Ratings
Service, EIC will no longer provide financings to Properties within such
Municipality.
6.
Reserve Funds and Permanent Loss
(a) EIC shall maintain one or more reserve funds (each a “Reserve Fund”,
collectively, the “Reserve Funds”) to protect and compensate EIC, Participating
Municipalities, lenders of funds to EIC, and other third parties approved by EIC
against potential losses, including without limitation losses suffered by a
Participating Municipality resulting from defaulted charge payments only in the
event of a Permanent Loss (defined below) with respect to a Benefited Property.
Certain Reserve Funds may be restricted in that they may only be used in
conjunction with financings made to properties located within one or more
designated Participating Municipalities. All Reserve Funds will be held at a bank
or trust company located and authorized to do business in NYS. Reserve Funds
will be invested in accordance with the investment guidelines approved by EIC
(the “Investment Guidelines”) as may be amended from time to time.
(b) EIC reserves the right to refuse to make a financing to a property located within
a Member Municipality in the event EIC determines, in its sole discretion, that
there are inadequate reserve funds.
(c) A loss shall not be deemed a permanent loss until the Participating Municipality
has exhausted all remedies at law in an effort to collect the defaulted charge
payments, including but not limited to the redemption and sale of the Benefited
2/21/13 6
Property where the proceeds are not sufficient to recover all amounts paid by the
Municipality to EIC after the proceeds of such sale have been proportionately
applied to all amounts owed to the Municipality at the time of such sale as a
result of the non-payment of taxes (“Permanent Loss”) . In order to collect from
the Reserve Fund in the event of a Permanent Loss, the Municipality must
provide EIC with all documentation as may be reasonably requested by EIC to
document such Permanent Loss and must not be in default to EIC, including
having made all payments to EIC when due.
7.Remedies Upon Default
Should the Municipality default in any of its obligations hereunder, including but not
limited to failure to make payments to EIC as required hereunder, EIC shall be
entitled to any remedy it may have at law and as set forth below. EIC may utilize any
one or all of these remedies at EIC’s sole discretion.
a)If the Municipality fails to make a required payment to EIC and the
Municipality collects penalties or interest from the Property Owner for late
payment, the Municipality shall pay to EIC all such penalties or interest
attributable to the charge collected by the Municipality on behalf of EIC.
b)EIC shall have the right to discontinue providing any new financings to
Properties located within the Municipality.
c)EIC may suspend the Municipality’s membership in EIC.
8.Formation; Authority
Each Party represents and warrants to the other that it has complied with all laws and
regulations concerning its organization, its existence and the transaction of its
business and that all necessary steps have been taken to authorize it to execute,
deliver and perform its respective obligations under this Agreement, and no consent
or approval of any third party is required for either Party’s execution of this
Agreement or the performance of its obligations contained herein. The individual
executing this Agreement on behalf of each Party has been and is duly authorized to
bind his/her respective Party.
9 No Violation or Litigation
The performance by each Party of its respective obligations contained in this
Agreement will not and do not conflict with or result in a breach of or a default
under any of the terms or provisions of any other agreement, contract, covenant or
security instrument or any law, regulation or ordinance by which the Party is bound.
There is no litigation, action, proceeding, investigation or other dispute pending or
threatened against either Party which may impair its ability to perform its respective
2/21/13 7
duties and obligations hereunder.
10.Notices
Any and all notices, demands, or other communications required or desired to be
given hereunder by either Party shall be delivered electronically and in writing by
certified mail, return receipt requested as follows:
EIC:
Thomas Bregman
Energy Improvement Corporation
321 Bedford Rd,
Bedford Hills, NY 10536
Joseph Del Sindaco
Energy Improvement Corporation
321 Bedford Rd,
Bedford Hills, NY 10536
Attention: Tom Bregman
Joseph Del Sindaco
E-mail: tom@energizeny.org
Treasurer@energizeny.org
With a copy to:
James Staudt, Esq.
McCullough, Goldberger & Staudt, LLP
1311 Mamaroneck Avenue, Suite 340
White Plains, N.Y. 10605
E-mail: jstaudt@mgslawyers.com
MUNICIPALITY: ______________
With a copy to:
2/21/13 8
Either Party hereto may change its address for purposes of this paragraph by
providing written notice to the other party in the manner provided above.
11.Governing Law.
This Agreement shall be construed and governed in accordance with the laws of the
State of New York. Any legal action to be brought under this Agreement must be
instituted in State or Federal Courts having jurisdiction located in Westchester
County, New York.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above. The Parties hereto agree that facsimile signatures
shall be as effective as if originals.
Date: _____________, 20__ Energy Improvement Corporation
By:_____________________
PRINT NAME:
________________________
Date: ______________, 20__ Municipality Name: _______________
By:______________________________
PRINT NAME:
________________________
2/22/13 FINAL
LOCAL LAW NO. – 2012
A LOCAL LAW TO ESTABLISH A SUSTAINABLE ENERGY LOAN
PROGRAM IN THE _________________
Be it enacted by the _________________ of the County of _________________ as
follows:
Section 1. The Code of the _________________ is hereby amended by adding a new
Chapter ____, entitled “Energize NY Benefit Financing Program,” to read as follows:
ARTICLE I
§1. Legislative findings, intent and purpose, authority.
A. It is the policy of both the _________________ and the State of New York to achieve
energy efficiency and renewable energy goals, reduce greenhouse gas emissions,
mitigate the effect of global climate change, and advance a clean energy economy.
The _________________ finds that it can fulfill this policy by providing property
assessed clean energy financing to property owners for the installation of renewable
energy systems and energy efficiency measures. This chapter establishes a program
that will allow the Energy Improvement Corporation (“EIC”), a local development
corporation, acting on behalf of the _________________, to make funds available to
qualified property owners that will be repaid by such property owners through
charges on the real properties benefited by such funds, thereby fulfilling the purposes
of this chapter and fulfilling an important public purpose.
B. The _________________ is authorized to implement this Energize NY Benefit
Financing Program pursuant to Article 5-L of the New York General Municipal Law.
C. This chapter shall be known and may be cited as the “Energize NY Benefit Financing
Program Law of the _________________”.
§2. Definitions
For purposes of this chapter, and unless otherwise expressly stated or unless the context
requires, the following terms shall have the meanings indicated:
2/22/13 FINAL
Authority – The New York State Energy Research and Development Authority, as
defined by subdivision two of section eighteen hundred fifty-one of the public authorities
law, or its successor.
EIC – the Energy Improvement Corporation, a local development corporation, duly
organized under section fourteen hundred eleven of the Not-For-Profit Corporation Law,
authorized hereby on behalf of the _________________ to implement the Energize NY
Benefit Financing Program by providing funds to qualified property owners (as defined
in this chapter) and providing for repayment of such funds from monies collected by the
_________________ tax collector as a charge to be levied on the real property and
collected in the same manner and same form as the _________________ taxes.
Energy Audit – A formal evaluation or “assessment” of the energy consumption of a
permanent building or structural improvement to real property, conducted by a contractor
certified by the Authority, or certified by a certifying entity approved by the Authority,
for the purpose of identifying appropriate energy efficiency improvements that could be
made to the property.
Energy Efficiency Improvement – Any renovation or retrofitting of a building to reduce
energy consumption, such as window and door replacement, lighting, caulking,
weatherstripping, air sealing, insulation, and heating and cooling system upgrades, and
similar improvements, determined to be cost-effective pursuant to criteria established by
the Authority, not including lighting measures or household appliances that are not
permanently fixed to real property.
Qualified Property Owner – An owner of residential or commercial real property
located within the boundaries of the _________________ that is determined to be eligible
to participate in the Energize NY Benefit Financing Program under the procedures for
eligibility set forth under this chapter.
Renewable Energy System – An energy generating system for the generation of electric
or thermal energy, to be used primarily at such property, by means of solar thermal, solar
photovoltaic, wind, geothermal, anaerobic digester gas-to-electricity systems, fuel cell
technologies, or other renewable energy technology approved by the Authority not
including the combustion or pyrolysis of solid waste.
Renewable Energy System Feasibility Study – A written study, conducted by a
contractor certified by the Authority, or certified by a certifying entity approved by the
Authority, for the purpose of determining the feasibility of installing a renewable energy
system.
§3. Establishment of an Energize NY Benefit Financing Program
A. An Energize NY Benefit Financing Program is hereby established by the
_________________, whereby EIC acting on its behalf, may provide funds to
2/22/13 FINAL
Qualified Property Owners in accordance with the procedures set forth under this
chapter, to finance the acquisition, construction and installation of Renewable Energy
Systems and Energy Efficiency Improvements and the verification of the installation
of such systems and improvements.
B. The funds provided shall not exceed the lesser of ten percent of the appraised value of
the real property where the Renewable Energy Systems and/or Energy Efficiency
Improvements will be located, or the actual cost of installing the Renewable Energy
Systems and/or Energy Efficiency Improvements, including the costs of necessary
equipment, materials, and labor and the cost of verification of such systems and
improvements.
§4. Procedures for eligibility
A. Any property owner in the _________________ may submit application to EIC on
such forms as have been prepared by EIC and made available to property owners on
the website of EIC and at the _________________ offices.
B. Every application submitted by a property owner shall be reviewed by EIC acting on
behalf of the _________________, which shall make a positive or negative
determination on such application based upon the criteria for making a financing
enumerated in subsection A of section 5 of this chapter. EIC may also request further
information from the property owner where necessary to aid in its determination.
C. If a positive determination on an application is made by EIC acting on behalf of the
_________________, the property owner shall be deemed a Qualified Property
Owner and shall be eligible to participate in the Energize NY Benefit Financing
Program in accordance with the procedure set forth under section 6 of this chapter;
provided that in no case shall a property owner that has received funds from another
municipal corporation for the acquisition, construction and installation of Energy
Efficiency Improvements and/or Renewable Energy Systems be deemed a Qualified
Property Owner.
§5. Application criteria
A. Upon the submission of an application, EIC acting on behalf of the
_________________, shall make a positive or negative determination on such
application based upon the following criteria for the making of a financing:
1.The proposed Energy Efficiency Improvements and/or Renewable Energy
Systems are determined to be cost effective by the Authority;
2.The proposed Energy Efficiency Improvements and/or Renewable Energy
Systems will generate an estimated annual cost savings greater than the annual
charge payments;
2/22/13 FINAL
3.Sufficient funds are available to provide to the property owner;
4.The property owner is current in payments on any existing mortgage;
5.The property owner is current in payments on any existing real property taxes and
has been current on real property taxes for the previous three years; and
6.Such additional criteria, not inconsistent with the criteria set forth above, as the
_________________, or EIC acting on its behalf, may set from time to time.
§6. Opt-in, Energize Finance Agreement
A. A Qualified Property Owner may participate in the Energize NY Benefit Financing
Program through the execution of an Energize Finance Agreement made by and
between the Qualified Property Owner and EIC, acting on the behalf of the
____________.
B. Upon execution of the Energize Finance Agreement, the Qualified Property Owner
shall be eligible to receive funds from EIC acting on behalf of _________________,
for the acquisition, construction, and installation of qualifying Renewable Energy
Systems and Energy Efficiency Improvements; provided the requirements of section
7 of this chapter have been met.
C. The Energize Finance Agreement shall include the terms and conditions of repayment
set forth under section 8 of this chapter.
§7. Energy audit, renewable energy system feasibility study
A. No funds shall be made available for Energy Efficiency Improvements unless
determined to be appropriate through an Energy Audit as defined in Section 2.
B. No funds shall be made available for a Renewable Energy System unless determined
to be feasible through a Renewable Energy System Feasibility Study as defined in
Section 2.
C. The cost of such Energy Audit and/or Renewable Energy System Feasibility Study
shall be borne solely by the property owner but may be included in the financed
amount if the work is approved.
§8. Terms and conditions of repayment
The Energize Finance Agreement between the Qualified Property Owner and EIC acting
on behalf of the _________________, shall set forth the terms and conditions of
repayment in accordance with the following:
A. The principal amount of the funds paid to the Qualified Property Owner hereunder,
together with the interest thereon, shall be paid by the property owner as a charge on
2/22/13 FINAL
their _________________ tax bill and shall be levied and collected at the same time
and in the same manner as _________________ property taxes, provided that such
charge shall be separately listed on the tax bill. The _________________, shall make
payment to EIC or its designee in the amount of all such separately listed charges
within 30 days of the _________________ tax due date.
B. The term of such repayment shall be determined at the time the Energize Finance
Agreement is executed by the property owner and EIC, provided that in no case shall
the term exceed the weighted average of the useful life of the systems and
improvements as determined by EIC acting on behalf of the _________________.
C. The rate of interest for the charge shall be fixed by EIC acting on behalf of the
_________________ at the time the Energize Finance Agreement is executed by the
property owner and EIC.
D. The charge shall constitute a lien upon the real property benefited by the Energize NY
Benefit Financing Program and shall run with the land. A transferee of title to the
benefited real property shall be required to pay any future installments, including
interest thereon.
§9. Verification and report
A. EIC shall be responsible for verifying and reporting to the _________________ on
the installation and performance of Renewable Energy Systems and Energy
Efficiency Improvements financed by such program.
B. The _________________ shall verify and report on the installation and performance
of Renewable Energy Systems and Energy Efficiency Improvements financed by the
Energize NY Benefit Financing Program in such form and manner as the Authority
may establish.
Section 2. This local law shall take effect upon filing with the Secretary of State.
3.City Administration, Human Resources, and Policy
.1 One-Year Extension of Town-City Fire Contract Pending Further Negotiations
WHEREAS, the existing agreement between the Town of Ithaca and the City of Ithaca by which
the Ithaca Fire Department provides service to the Town of Ithaca is set to expire on December
31, 2014; and
WHEREAS, the City and the Town have commenced negotiations towards a renewal of this
agreement; and
WHEREAS, the negotiators for the City and the Town agree that these negotiations cannot
realistically be completed before the expiration of the agreement; and
WHEREAS, the City and the Town are desirous of continuing the existing arrangement until
such time as the parties are able to conclude negotiations with a new agreement; now, therefore,
be it
RESOLVED, That the Mayor, upon review by the City Attorney, is hereby authorized to
execute an agreement substantially as included herewith, extending by one year the term of
service under the existing Town-City agreement.
J:\DRedsicker\AGENDAS \City Admin Comm\2014\11/19/14 CA Agenda.docx 11/19/14
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding, executed on December __, 2014, sets
forth the understanding of the parties as follows:
A. Effective January 1, 2010, the City of Ithaca and Town of Ithaca entered into a
renewed fire protection contract, for the provision of fire and emergency medical
services for a portion of the Town of Ithaca; and
B. That fire protection contract by its terms expires on December 31, 2014; and
C. The provisions of said contract will continue in force through December 31, 2015,
while negotiations on the terms and conditions of a new contract progress; and
D. The Town’s 12 monthly payments pursuant to Section 5 of said contract
throughout 2015 shall be based upon an annual sum of $3,177,504 for 2015, and the
“adjustment” to that annual sum, as described in Section 5(d) of said contract, shall be
calculated, and paid on such a schedule, as specified in Section 5 of the Agreement,
premised upon a termination date of December 31, 2015; and
E. The terms and conditions, as amended by this Memorandum of Understanding,
of the contract entered into between the parties effective January 1, 2010, shall be
extended and continue in full force and effect through December 31, 2015, unless the
parties mutually agree to different terms prior to such date.
SO AGREED:
CITY OF ITHACA TOWN OF ITHACA
By: ____________________________ By: ____________________________
Svante L. Mayrick, Mayor Herb Engman, Supervisor
TOWN OF ITHACA
215 N. Tioga Street, Ithaca, N.Y. 14850
www.town.ithaca.ny.us
TOWN CLERK 273-1721 ENGINEERING 273-1747 PLANNING 273-1747 ZONING 273-1783
HIGHWAY (Roads, Parks, Trails, Water & Sewer) 273-1656
FAX (607) 273-1704 or (607) 273-5854
CA Item #3.1
3.City Administration, Human Resources, and Policy
.2 Power Purchase Agreement with Solar City for Solar Farm
WHEREAS, The City of Ithaca Energy Action Plan 2012-2016 recommends exploring
renewable energy options to power City facilities, and the City of Ithaca Renewable Energy
Opportunities report identifies solar photovoltaic systems as one of the most feasible
technologies, and
WHEREAS, in 2006 the City of Ithaca Common Council adopted the Local Action Plan, which
commits to reducing greenhouse gas (GHG) emissions from municipal operations by 20% below
2001 levels by 2016, and in 2013 Common Council adopted the City of Ithaca Energy Action
Plan 2012-2016, which commits to reducing GHG emissions community-wide by 80% below
2010 levels by 2050, and
WHEREAS, MEGA, the Municipal Electric and Gas Alliance, through its competitive bidding
process selected Solar City as a preferred provider for solar procurement, and
WHEREAS, Solar City has proposed developing, building, owning and maintaining a 2,400
kilowatt DC solar farm located on Tompkins County land near 766 Warren Road, Ithaca, and
selling all of the generated electricity and renewable energy credits to the City under a 20-year
Power Purchase Agreement (PPA), and
WHEREAS, Tompkins County has agreed to host the solar farm on its land, and
WHEREAS, the proposed two-megawatt solar farm will generate an estimated 2,763,805
kilowatt hours annually, enough GHG-emissions-free electricity to provide an estimated 30% of
City government’s 2010 electricity needs, and
WHEREAS, for each kilowatt hour generated by the solar farm, the City will receive an
estimated $0.105 (10.5 cents) credit from NYSEG, and pay an estimated $0.079 (7.9 cents)
combined to Solar City and Tompkins County, and
WHEREAS, Solar City applied for project funding on behalf of the City to NYSERDA under
PON 2956, and in October 2014 was awarded $903,538, and
WHEREAS, Solar City must provide NYSERDA with a copy of the fully executed PPA by
January 15, 2015 to secure the funding, and
WHEREAS, the PPA and associated documents, as well as an agreement with the County are
currently under negotiation; now therefore be it
RESOLVED, That Common Council is supportive of entering into the Power Purchase
Agreement with Solar City provided that the City can come to mutually agreeable terms with the
County and Solar City, and be it further
J:\DRedsicker\AGENDAS\City Admin Comm\2014\11/17/14 CA Agenda.docx 11/17/14
RESOLVED, That the Mayor, subject to review by the City Attorney, City Controller, and
Sustainability Coordinator, is hereby authorized to execute all necessary documents, including
but not limited to the Solar Power Purchase Agreement, Performance Guarantee Agreement,
Limited Warranty Agreement, and any agreement with the County for use of the land.
J:\DRedsicker\AGENDAS\City Admin Comm\2014\11/17/14 CA Agenda.docx 11/17/14
CITY OF ITHACA
108 East Green Street Ithaca, New York 14850-5690
MAYOR’S OFFICE
NICK GOLDSMITH, SUSTAINABILITY COORDINATOR
Telephone: 607-274-6562
Email: ngoldsmith@cityofithaca.org
Fax: 607-274-6558
November 10, 2014
Memo to Common Council
Re: Draft Resolution - Power Purchase Agreement with Solar City
To Common Council:
The Sustainability Coordinator, with support from the office of the Mayor, the City Attorney, the
City Controller, and other City departments, is managing the Solar Farm project, through which
the City would sign a Power Purchase Agreement with Solar City to buy the clean electricity
generated by a 2,400 kilowatt solar farm located on County property near the airport, reducing
GHG emissions and saving the City money.
Because there are impending deadlines, but the PPA and related agreements are still under
negotiation, we are collectively seeking Common Council approval of the attached resolution,
which authorizes the Mayor to sign the necessary documents if and when all parties named in the
resolution have given approval.
Please review the attached resolution and PPA. There are two companion documents to the PPA:
the Performance Guarantee Agreement, and the Limited Warranty Agreement. If you would like
additional background information, you can review the application that Solar City submitted to
NYSERDA on the City’s behalf, which is also attached.
Thank you for your consideration of the resolution for this exciting project.
Sincerely,
Nick Goldsmith
Sustainability Coordinator
City of Ithaca, NY
Town of Ithaca, NY
CA Item #3.2
New York Sun Competitive PV Program
Program Opportunity Notice (PON) 2956
Applicant Qualification Package
City of Ithaca
Round I –July 17, 2014
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 20141
Contents
Attachment A – Proposal Checklist ............................................................................................................... 3
Attachment B – Disclosure of Prior Findings on Non-Responsibility Form ................................................... 4
Cover Letter .................................................................................................................................................. 5
Members of Applicant’s Team, Qualifications, Experience, & References ................................................... 6
Project Team for City of Ithaca .................................................................................................................................. 6
Team Leader ......................................................................................................................................................... 6
Team Members ..................................................................................................................................................... 6
Organizational Chart ............................................................................................................................................. 7
Resumes of Key Personnel .................................................................................................................................... 8
SolarCity Company Profile .................................................................................................................................. 10
Project Design and Installation Experience by Year ................................................................................................ 11
Experience Building and Managing Large-Scale PV Projects ................................................................................... 12
................................................................................................................................................................................. 13
Recent Project References ...................................................................................................................................... 13
Quality Assurance Plan for City of Ithaca ................................................................................................... 17
Procurement ........................................................................................................................................................... 17
Design ...................................................................................................................................................................... 17
Installation ............................................................................................................................................................... 18
Post-Installation Follow Up ..................................................................................................................................... 18
Warranty Information ............................................................................................................................................. 19
Operations and Maintenance (O&M) Capabilities .................................................................................................. 19
Inverter Tests and Array Inspections .................................................................................................................. 20
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 20142
34
Disclosure of Prior Findings of Non-responsibility Form
(Mandatory)
Name of Individual or Entity seeking to enter the procurement contract:
Address:
Date:
Solicitation or Agreement Number:
Name and Title of Person Submitting this Form:
Has any Governmental Entity made a finding of non-
responsibility regarding the Individual or Entity seeking to
enter the Procurement Contract in the last four years?
(Please indicate with an “X”)
Yes
No
Was the basis for the finding of non-responsibility due to a
violation of §139-j of the State Finance Law?
(Please indicate with an “X”)
Yes
No
Was the basis for the finding of non-responsibility due to the
intentional provision of false or incomplete information to a
Governmental Entity? (Please indicate with an “X”)
Yes
No
If you answered yes to any of the above questions, please provide details regarding the finding of
non-responsibility below.
Government Agency or Authority:
Date of Finding of Non-responsibility:
Basis of Finding of Non-responsibility: (Add additional pages as necessary)
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 20144
SolarCity Corporation
3055 Clearview Way San Mateo, CA 94402
2956
7/17/2014
X
X
X
N/A
N/A
N/A
Members of Applicant’s Team, Qualifications, Experience, &
References
Project Team for City of Ithaca
Beginning local service in 2011, SolarCity has become one of the few solar companies in New York that
has experience in municipal and residential markets. SolarCity proposes the following team to manage
City of Ithaca’s projects. This team collectively oversees system designers, installation crews and
monitoring/maintenance personnel state-wide and is one of the most experienced in the industry. Our
system design team will consist of senior design staff including Sharon Greenberg and Leo Wu, who are
listed below, as well as several additional Designers. The install team will likely consist of Commercial
Project Manager Elie Schecter and our local employee installers.
Team Leader
Dan Leary, Team Leader
Senior Project Development Manager
SolarCity Corporation
203 Ridgewood Drive
Elmsford, NY 10523
(607) 592-7046
dleary@solarcity.com
Team Members
Name Title Project Role Contact Information
Dan Leary Senior Project Development
Manager
Team leader
Main point of contact
607.592.7046
dleary@solarcity.com
Elie Schecter Commercial Project
Manager
Manages project schedules,
budgets and quality
914.924.6450
eschecter@solarcity.co
m
Jason Quinlan Construction Manager
Responsible for project
quality, safety, cost, and
schedule.
508.951.6791
jquinlan@solarcity.com
Sharon
Greenberg
Commercial Engineering
Manager
Oversees System Design
Team
650.963.5100 x5488
sgreeenberg@solarcity.
com
Ben Liu Senior PV Design Engineer Professional Electrical
Engineer
650.963.5820
bliu@solarcity.com
Fiona Taylor Senior Director, Asset
Management Group
Utility interconnection
agreements, rebate
applications
650.963.5693
ftaylor@solarcity.com
Jimmy
Bergeron
Director of Operations and
Maintenance
Oversees all maintenance
and operations for installed
systems
650.560.6462
jbergeron@solarcity.co
m
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 20147
Organizational Chart
The organizational chart below reflects the City of Ithaca project team and how each team member
collaborates on commercial projects.
The main point of contact for this project will initially be Dan Leary, who will help guide the City
through the solar project process and the NYSERDA application process. There is a transitional
period between the development and implementation phases, wherein the project will be primarily
transferred to Elie Schecter, the Project Manager. Elie and Jason Quinlan will be managing the day-
to-day of installation and will meet with the school regularly to provide progress updates. After the
system is completely installed, passed inspection, and interconnected, the Monitoring team and the
Operations and Maintenance (O&M) team, under Jimmy Bergeron’s direction, will track system
production and address any issues in accordance with warranty and O&M contract obligations.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 20148
Resumes of Key Personnel
Dan Leary—Senior Project Development Manager
Dan Leary is a Senior Project Development Manager for SolarCity, responsible for sourcing and initiating
commercial and industrial solar plant development projects in the tri-state area. Dan is currently
developing an over 950 kW project for the City of New Haven after securing credits for the City in the
2012 Connecticut ZREC auction, which is very similar to the NYSERDA PON. Prior to joining SolarCity,
Dan spent six years as a financial analyst and project developer with SunPower Corporation, including
two years with PowerLight, the world’s leading solar integrator that was acquired by SunPower in 2007.
He successfully developed more than $125 million of solar projects in the Northeast and Mid-Atlantic
states, including the nation’s largest net-metered rooftop solar installation, a 9-MW project at Holt
Logistics in Gloucester City, N.J. Leary holds a Bachelor of Science from Cornell University and
completed post graduate work in finance and accounting at The Wharton School of the University of
Pennsylvania.
Elie Schecter— Commercial Project Manager
Elie has been a solar industry
professional since 2006, when he
worked in a consultant role for the
Natural Resources Defense Council,
developing a policy toolkit for advancing
the solar energy industry in New York
State. He also led installations and
managed crews on approximately 40
PV projects for an installation company
in Nyack, New York, and led the
installation of several solar projects for
a recuperating New Orleans following
Hurricane Katrina. He has been with
SolarCity since 2008, when he began
as an engineer. Since then, he has
become a Senior PV Systems Designer
and the Commercial Design Team
Lead, eventually returning to Project Management. Elie is a NABCEP and NYSERDA certified installer,
and because he has such an extensive background in policy, engineering, and project management, has
a simultaneously thorough and holistic approach to managing commercial projects. Elie received a
Bachelor of Arts, Cum Laude with Honors, from Middlebury College.
Jason Quinlan – Construction Manager
Jason Quinlan has been in the solar industry for 4 years and has built over 4 MW of solar PV systems all
over the Northeast. Based in SolarCity’s Marlborough, MA office, Jason has completed installations for
notable projects such as the East Bridgewater ground mount (2,500kW in Massachusetts), Princeton
Properties (700kW on dozens of apartment buildings across the region), Massachusetts Museum of
Science (30 kW rooftop install to be incorporated into renewable energy attraction), Worcester State
College (100 kW rooftop install), and Kirwan Surgical NY (135 kW rooftop install). He is NABCEP certified
and holds several licenses including construction supervisor, hoisting engineer, hydraulics license, and
OSHA 10+30.
Sharon Greenberg – Commercial Engineering Manager
Sharon has extensive engineering experience in the renewable energy space as well as with
semiconductor and defense firms. At SolarCity, Sharon oversees the commercial engineering
department, including staffing and resource allocation, productivity metrics and procedure
implementation. In her prior role with SunLink Corporation, Sharon formed and ran the project
management department and successfully improved communication between the sales and engineering
teams. The result was a near 100% increase in engineering project throughput during her time there.
Elie Schecter, the designated commercial project manager for City
of Ithaca’s projects, was trusted to manage SolarCity’s first Honda
installation in St. James, NY.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 20149
Additionally, she was the post-sale representative for the largest solar installation in SunLink’s history,
and managed the design and installation process for the project. Sharon holds a Bachelor’s of Science in
Mechanical Engineering from University of California, Los Angeles and an MBA from Georgetown
University.
Ben Liu – Commercial Design Team Lead
Ben Liu has been with SolarCity for 7 years and is a NABCEP-certified CA C-10 electrical contractor with
10 years of experience on commercial solar projects. He has designed over 100 commercial projects,
from elementary schools to U.S. Border or Naval Air Stations to enhancement of corporate environments.
Ben’s expertise combines practical and innovative solutions on a site-by-site basis. Ben has a BS in
Mechanical Engineering from University of California San Diego.
Fiona Taylor – Senior Director, Asset Management Group
As the Director of the 120-member Asset Management Group (AMG) Fiona has an extensive knowledge
of structured finance, credit analysis, contract administration, rebate management, interconnection, and
grant administration. Holding varied positions ranging from an officer in the Royal Australian Air Force to
the Vice President and Senior Business Leader of Visa, Inc., Fiona has a multitude of skills needed to
hold this difficult role at SolarCity. She leads her team, unique in the solar industry, to ensure that
SolarCity’s relationship with all utilities is strong enough to ensure the customer an easy switch to clean
energy. Altogether, she has led her team, and SolarCity itself, to interconnect with nearly 300 different
utility companies in the nation. Fiona holds an Arts degree in Economics and Politics, an Officer Training
certification in Military Studies, a Graduate Diploma in Business, and a Master of Business in Financial
Law from the University of New
South Wales, the Australian
Defence Force Academy, Victoria
University, and the University of
Southern Queensland.
Jimmy Bergeron – Director,
Operations and Maintenance
As SolarCity’s Director of
Operations and Maintenance,
Jimmy Bergeron oversees
SolarCity’s O&M teams to ensure
SolarCity’s customers receive the
highest quality of care throughout
the life of the system, while
maximizing production. He
manages the daily activities of
the Fields Service and Systems
Reliability team and is currently
working to further expand
SolarCity’s support capabilities for
rapid and scalable growth. Jimmy
is a NABCEP-certified PV installer and commercial and industrial electrician with seven years of
experience managing large-scale commercial and utility-sized PV systems. Jimmy has constructed more
than 150 residential and commercial projects for SolarCity. He has served as the principle Head Program
Manager for 200 Walmart installations totaling 71MW and managing a $96 million budget for installed
jobs. He has developed policies, procedures, and estimating and data tracking tools for SolarCity’s
Commercial Construction Department. Jimmy has a Bachelor’s degree from Villanova University.
West Los Angeles College's solar shade structure installation atop a
parking garage, compliments of SolarCity.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201410
SolarCity Company Profile
SolarCity (NASDAQ: SCTY) was founded in June 2006 and built with the mission to protect
the environment from polluting power sources by providing affordable, renewable Better
Energy™. We have helped tens of thousands of homeowners, businesses, and academic
institutions adopt clean power and reduce their environmental footprint.
SolarCity’s 6000+ employees are focused on providing high quality turnkey solar installation services
throughout 15 states, DC, Puerto Rico, and parts of Canada. We operate out of 40+ national facilities;
thereby providing our customers with unparalleled support and responsiveness for every project.
We have provided the following table of information to summarize SolarCity’s company profile in line with
NYSERDA’s requirements. We look forward to the opportunity to help City of Ithaca attain carbon
neutrality through a full-service photovoltaic system in line with the City’s dedication to limiting the
environmental impacts of its activities.
SolarCity Company Information
Year Founded 2006
Status Public (NASDAQ: SCTY)
Number of Employees over 6,000 as of June 9, 2014
States of Operations AZ, CA, CO, CT, DC, DE, HI, MA, MD, NJ, NV, NY, OR, PA, TX, WA
Target Customers Commercial, Education, Government, Residential
Location of Offices More than 40 facilities nationally, across the 15 states (& DC) listed above
A Map of Installations in
the State of New York.
SolarCity currently has a staff
of 175 across our three
operating centers in Albany,
Westchester, and Long Island
as of March 31, 2014.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201411
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Experience Building and Managing Large-Scale PV Projects
SolarCity has extensive experience and a strong track record of building ground mount PV systems with a
minimum size of 1MW for public and private sector clients. The aggregate size of large-scale and utility-
scale projects that we have undertaken has provided SolarCity with a tremendous amount of experience
and knowledge. We understand the tasks necessary to ensure the solar systems integrate seamlessly
with the existing electrical system and that the system addresses the various requirements asked for by
our clients. Aside from maximum efficiency, these requirements, which vary depending on the location
and client, include environmental impact, glare, flooding, geotechnical considerations, and aesthetics.
As of March 31, 2014, we’ve installed 63 ground mount projects with 23MW of combined capacity for
government clients. The table below lists some of our past and ongoing experience with ground-mounted
1MW systems throughout the US, demonstrating our capability to successfully execute and maintain
projects similar to that proposed for City of Ithaca.
Sample List of Large Scale Projects of SolarCity
Project Name Project Size
(kW)
Installation Type Location
Walmart 65,000 Roof and ground-
mount
Multiple locations,
including East Coast
Hawaiian Electric Company 15,000 Ground-mount Kapolei, HI
Kauai Island Utility Cooperative 14,166 Ground-mount Koloa, HI
Oregon University Systems 4,857 Ground-mount Oregon
US Topco 3,993 Lancaster, CA
Davis-Monthan Air Force Base 3,281 Ground-mount Davis-Monthan AFB, AZ
Queen Anne’s County 2,748 Ground-mount Centreville, MD
Town of East Bridgewater, MA 2,446 Ground-mount East Bridgewater, MA
Simi Valley Unified School
District 1,495
Ground-mount and
solar support
structures
Simi Valley, CA
City of Sacramento – Fairbairn
Water Treatment Plant &
Sacramento Water Treatment
Plant
1,485 Ground-mount Sacramento, CA
Casa Grande Elementary
School District 1,155
Ground-mount and
solar support
structures
Casa Grande, AZ
Monterey Regional Water
Pollution Control Agency 1,116 Ground-mount Marina, CA
Intel Folsom 1,105 Ground-mount Folsom, CA
South Central Connecticut
Regional Water Authority 1,053 Ground-mount Hamden, CT
Town of Centreville, MD 1,001 Ground-mount Centreville, MD
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201413
Recent Project References
For NYSERDA’s benefit, we have provided a summary table below of customer and project references.
Signed letters of reference from each customer are supplied following the summary table. We are happy
to provide more references to help NYSERDA learn more about SolarCity’s project experience.
SolarCity Project References
Electric
Customer
Name
SUNY Cortland Town of East Bridgewater Manheim Remarketing Inc.
(Cox)
Address 38 Graham Ave, Cortland,
NY 13045
230 Highland St.
East Bridgewater, MA
02333
2000 Dealer Dr
Newburgh, NY12550-5067
Contact
Information
Matthew Brubacker
Energy Manager
Associate Facilities Program
Coordinator
(607) 753-4370
Matthew.brubaker@cortland.
edu
George Samia
Town Administrator
(508) 378-1601
gsamia@ebmass.com
Eric Holder
Manager, Engineering and
Alternate Energy
(678) 645-4571
Eric Holder@coxinc.com
Name of
Installer SolarCity Corporation SolarCity Corporation SolarCity Corporation
Site Location 32 Stratton Dr,
Cortland, NY 13045
230 Highland St.
East Bridgewater, MA
02333
Clifton Park & Newburgh,
NY
San Diego, CA
Kenly, NC
System
Description
Ground mount and
roof mount Ground mount Ground mount and
roof mount
Date
Installed 3/2014 7/2013 12/2013 and3/2014
System
Capacity
Rating
1,063 kW 2,446 kW 1,582.7 kW
Statement of
Overall
Satisfaction
The installation at the Town of East Bridgewater.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201414
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201415
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201416
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201417
Quality Assurance Plan for City of Ithaca
Since 2008, SolarCity has conducted Quality Assurance Programs, resulting in
constant improvement of internal safety, productivity and customer satisfaction scores.
SolarCity’s Executive and Customer Care teams meet on a monthly basis to review
results of customer surveys and look for areas of improvement. From our initial
sourcing of high-quality panels and inverters, to designing the best possible layout for
your space, to installing to your complete satisfaction, systemic integrity is an inherent
part of our Quality Assurance Program. We are looking forward to working with City of
Ithaca to evaluate and deploy the best-value and lowest-risk solar solution for their ground mount
array.
Procurement
We have a well-developed process by which we can ascertain the quality of the products available on
the market. SolarCity does not merely purchase the cheapest panels on the market without assessing
their true value to the customer or our company. Here are a few of the evaluation criteria for system
components and companies from which we purchase:
•All modules are ISO-certified
•All inverters are CEC-certified
•All components meet UL-1741 and UL-2703 requirements
•All manufacturing partners must perform and pass thermal cycling testing
These requirements are standard in the solar industry to ensure operational, high-quality PV
systems. As we own, operate, and maintain thousands of solar PV systems, it is in our best interest,
as well as City of Ithaca’s, to find the highest quality components possible for a project’s needs in
order to keep these systems running at high efficiency.
Design
SolarCity exercises a stringent series of review processes in order for
our designs to pass from the hands of our Design and Engineering
teams to our installation crews out in the field. SolarCity takes great
pride in designing and installing systems that are pleasing to the eye,
align closely to the existing lines of the building and meets the required
power output. We will engage with all of our customers to verify the
acceptability of all designs prior to construction. In general, ground
mount systems shall meet these design criteria:
•Symmetrical and flat, despite undulations in the ground
surface
•Avoid direct shading on the PV modules from 9am to 5pm, especially during summer months
•Inverters are placed in locations with good ventilation and shielded from exposure to rain
•Straight wire runs that are aligned with module frames and racking system
Once a system is designed, it is reviewed internally, and then reviewed by an external professional
engineer. All systems are installed compliant with national codes and local ordinances. The final
planset is stamped by a Professional Engineer, is provided to the Authority Having Jurisdiction (AHJ)
and includes all aspects of the project such as:
•NEC compliance
•Life-safety issues
SolarCity’s engineers follow stringent protocols
in order to generate the best possible design
for our customers’ systems.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201418
• Verification of the design assumptions made in the electrical and structural calculations
• Determination of the appropriate equipment
• Building code compliance
• Finalization of structural calculations
• Providing rack and module connection details (when necessary)
Installation
From the Project Managers to the crew members, SolarCity Operations
is the key to our success. We incentivize our crew members to meet
deadlines and install quality systems. We measure weekly, monthly and
quarterly productivity improvements for all of our installation teams. For
every project, crews are required to:
• Upload digital photos of each stage of the installation into each
customer’s file on our central server
• Torque all connections to the manufacturer-specified values
• Label all current-carrying wires
• Verify the functioning of SolarGuard monitoring to proactively
address issues and meet our performance guarantees
• Add a laminated string diagram to the inside cover of each
combiner box
• Complete the “Job Closeout Sheet” to ensure that each step of the
job was done to specification
• Submit reports on the timeliness of each installation
We have a dedicated Department of Field Engineering phone line, which
is staffed at all hours for installation crews who may have questions on
safety, potential changes required mid-project or unexpected issues.
This mitigates any delays that would typically accrue for a construction project by elevating overnight
problems and addressing them more immediately than other solar or construction companies typically
would.
Post-Installation Follow Up
After the installation is complete and the project is interconnected, we measure the
quality of our installations in the form of customer satisfaction surveys with our
customers. Any operations-based customer complaints from our surveys are
examined, which allows for better installation practices in the future. SolarCity’s
Executive team, Customer Care, Operations, Sales and Brand teams meet on a
monthly basis to review the results and look for areas of improvement. Additionally,
our Installation Quality Manager releases an Operations Update every week, which
features suggestions as to how to keep our customer’s properties looking better than when we’d
arrived, how to ensure proper mounting procedures are followed, and informs the Operations team
about changes to process. We take pride in our installation speed, and based upon the vast majority
of feedback, we are also great at maintaining the state of the property during the course of the
installation and do not allow quality or safety to slide in favor of swiftness.
SolarCity’s crew members are
trained to the highest solar
installation standards, seen here
installing a ground mount in
Delaware.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201419
Warranty Information
The chart below summarizes the warranty of the system components. SolarCity stands by its
products and installations and will be available throughout the life of the system should any concerns
arise.
Operations and Maintenance (O&M) Capabilities
SolarCity’s commitment to our customers extends beyond the
point where their systems begin to produce energy. We
understand that the ability to enjoy the benefits of clean energy
depends on the ability of the solar system to perform at an
optimum level. With that in mind, SolarCity has developed a
comprehensive operations and maintenance plan (O&M) to
ensure that all of our systems achieve the highest kWh output
over their lifetime. SolarCity does not simply build a system
and then walk away. Rather, we enter into partnerships with
our customers that last for years, ensuring their success as
well as our own.
SolarCity’s comprehensive O&M package is critical part of
protecting the City’s solar performance and revolves around
our ability to closely monitor system output 24 hours a day.
PowerGuide, our in-house monitoring tool allows our monitoring team to determine when a system is
performing below expectations or goes off-line. In the event that a system’s performance is largely
impaired, SolarCity will notify the customer and, if necessary, alert the appropriate Project Manager
who will attempt to resolve the issue on-site. Operations and Maintenance crews for the proposed
system at the City facilities will be based from our Albany warehouses and aim to respond in less
than 48 hours. All O&M activity on the site will be performed in accordance with standard safety
System Component Warranty
Ground Mount Racking
System 20 years
Solar Modules 10 years product, 25 years linear power
Inverters 5 years; 20 years extended service agreement
Balance of System
Components 5 years
Monitoring 20 years
SolarCity's vans and trucks are branded so
our customers can trust service crews
entering a private site.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201420
procedures and applicable codes. Qualified technicians will perform comprehensive tests and
inspections on an annual basis to ensure the proper operation of the system.
SolarCity maintains a robust O&M program with which all of our installations teams are familiar. This
program is described in our O&M manual, which covers the following:
Inverter Tests and Array Inspections
Inverters are the by far the most complex and critical pieces of equipment for any solar
system. A failed inverter prevents the solar modules from producing energy and
presents the greatest downtime risk for any system. SolarCity takes great care in
maintaining inverters according to manufacturer warranty requirements to ensure
proper operation of the system. Inverter inspection is focused on five primary
categories, covering power on and power off states:
The solar array consists of many smaller components and is installed over a large physical area.
Array components are typically simple in design and less prone to failure than inverters. Failure of
these components is difficult to detect and usually results in incremental loss in production.
SolarCity’s O&M process is designed to identify and prevent failures that can occur over the long term
operation of the system.
Activity Frequency Description
Preventative
Maintenance As Scheduled
General Inspection - A full visual and physical inspection of
all system components and their immediate surroundings
carried out in accordance with inspection checklists
Structure Maintenance - Necessary preventive maintenance
may be performed on system structural components to ensure
continued safe and effective operation.
Electrical System Testing - Troubleshooting of all electrical
components will be performed through standard electrical test
methods to isolate and verify performance of each component
through voltage, current, resistance and continuity tests.
Corrective Maintenance
(Troubleshooting and
Repair)
As Necessary
Troubleshooting – Remote diagnostics to determine the
symptoms or root cause of equipment failure. If on-site
troubleshooting is required, SolarCity will dispatch team.
Solution Verification – SolarCity will test and confirm the
solution is working to the specifications of the contract.
Low Performance and Hardware Failure – Replacement of
failed components based on workmanship or manufacturer’s
warranty
Inspection Per
Occurrence
Inspection Checklist – Ensures all aspects of the system are
in proper working order.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201421
Activity Description for Inverters Description for Arrays
Visual Checks
Thorough visual inspection of the interior and
exterior of the inverter is performed to prevent
issues related to wire management (ground
faults, safety and electrical shock). Discolored
fuses, circuit boards, wiring and other
components that show potential heat damage
are tested and replaced as needed. The
interior of the inverter is checked for moisture
intrusions. The exterior of the inverter housing
is also evaluated for physical damage. The
inverter housing is repaired as required to
achieve the expected service life of the inverter.
Visual inspection of electrical equipment
wire runs, conduit, disconnects, fuses and
combiners is performed. As with inverter
visual checks, this precaution is taken to
prevent issues associated with wire
management (ground faults, safety and
electrical shock). Combiner boxes are
inspected for heat discoloration, moisture
entry, rodent ingress, and continuity of
weatherproof seals. Racking is inspected
for signs of corrosion, chipped paint and
missing components. Any issues with
racking fasteners (missing, loose) are
corrected.
Mechanical Checks
All conductor terminations in the inverter are
physically checked for proper torque. This step
eliminates poor connectivity due to movement
cause by normal heat expansion and
contraction.
All conductor terminations in combiner
boxes are physically checked for proper
torque. This step eliminates poor
connectivity due to movement cause by
normal heat expansion and contraction.
Disconnects are tested to ensure proper
operation. Random samples of module
clamps are tested for torque.
Electrical Checks
Infrared scans are performed to identify hot
spots and potential failure points of inverter
components. Low voltage power supplies are
verified for proper operating parameters. These
tests ensure that individual components do not
cause premature failure of the inverter.
These checks prevent issues with
performance and ensure overcurrent
protection (fuses). Infrared scans are
performed to identify hot spots and potential
failure points in combiner boxes and
disconnects. String level testing of current
and voltage is performed to identify
underperforming strings and modules.
Ground continuity of system racking is
verified.
Operational Checks
Inverter power ratings, input and output
voltages are recorded to verify that the inverter
is operating normally.
Due to the large number of modules on site,
a random sample set of modules is chosen
for each module test. Modules are
inspected for hot spots and blemishes on
the PV cells. The backsheets of another
sample set of modules is inspected for burn
marks, blisters and discoloration. The
junction boxes are also inspected to verify
that seals are water tight and that
connectors are in good condition.
Cleanliness
Fans are cleaned and filters are replaced to
ensure that the inverter operates within design
temperature limits. Proper cooling is critical for
protecting the power electronics of the inverter.
Areas of heavy soiling are identified and
evaluated for possible cleaning. Rooftop
arrays are checked for accumulated debris
and roof damage in the array area. Ground
mounted arrays are checked for vegetation
growth in the array area.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201422
Exceptions to NYSERDA Contract
In previous rounds of NYSERDA PONs, SolarCity has worked with NYSERDA to integrate our comments
to the standard contract. They are listed here for reference.As with our previous experiences, we will
work with NYSERDA in creating a mutually agreeable contract for both parties.
SolarCity Comments to NYSERDA PON 2956 Standard Performance Agreement for PV
Section Issue Comments
2.6 (Equipment and
Components)
Meter requirements: --internet enabled
--displays instantaneous AC power and
cumulative total AC energy production -
-capable of (1) recording cumulative
total AC production on an hourly basis,
(2) stores info for 7 days, and (3)
transmits recorded readings 1/day to
NYSERDA
--ANSI C12.20, revenue grade, with +/-
0.2% accuracy
--includes battery backup to prevent
data loss during power outages
SolarCity’s proprietary and CEC-
approved monitoring/metering
system is in accordance with all specs
below except “stores for 7 days”
(actually about 72hrs) and “revenue
grade +/-0.2% accuracy” (our system
is at least 0.5% to 1% or better).
2.6 (Equipment and
Components)
NYSERDA will make data collected from
meters public
SolarCitywould prefer any data
shared publicly be aggregated and
published in a non-site specific
manner. Otherwise this should be
okay, so long as our meters don’t
record total host customer energy
usage (many hosts consider their total
usage to be confidential information)
2.7 (Site Inspection) Excerpt from Std Perf Agrmnt:
“NYSERDA may visit Project Site (i.e.,
Host Site) with or without notice at any
time to inspect the system.”
Excerpt from Att-J (more reasonable):
“Inspection/Reporting/Commissioning:
Contactor will allow NYSERDA, its
technical contractor, or Data Agent to
conduct Site Inspections or remote
monitoring services. Contractor will
obtain permission from the Customer
for NYSERDA, its technical contractor, or
Data Agent to inspect the Installation
location or perform remote monitoring
services. Contractor will arrange access
to the Project Site upon requests by
NYSERDA, its technical contractor, or
Data Agent.”
SolarCity’s Customer usually requires
advance notice before SolarCity or
any third parties (including NYSERDA)
are authorized to access the roof,
electrical room, or other ‘backstage’
areas. Since SolarCity owns the
System and manages all aspects of
ongoing service and support for
Customer, NYSERDA will need to
notify SolarCity of the desire for a site
visit and then SolarCity will secure site
access authority from Customer.
SolarCity will commit to very
fast/reasonable turnaround times for
any such site visit requests from
NYSERDA. We welcome the
inspection process, but must work
though Customer protocols.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201423
2.8 (Energy
Assessment)
ASHRAE level walk-through energy
audit required
SolarCitywill need clarification on the
logistics and costs associated with
such an energy audit. As long as these
are reasonable and do not impact the
ability to execute the project we have
no objection.
6.1 (E) Events of default … “assignment of
all or part of the Contractor’s
obligations required under this
Agreement without NYSERDA's prior
written permission”
Due to blind pool portfolio
financing structure, SolarCity
needs allowances for assignment
of the PPA to tax equity investment
entities utilized by investors,
without limitations of consent from
NYSERDA.
8.1 (Indemnification) SolarCity must indemnify, defend and
hold harmless NYSERDA and NYS
(1) Please insert “third-party”
between “all” and “liabilities” in
the second line of the provision.
(2) Add “(“Losses”) immediately
following “(including, without
limitation, attorneys’ fees and
expenses)” in the third line.
(3) Add the following
immediately following the
final sentence of the
provision: “Notwithstanding
the forgoing, Contractor shall
not be required to indemnify
NYSERDA or New York State
for any Losses to the extent
such Losses are due to or
caused by the negligence or
willful misconduct of either
NYSERDA or New York
State.”
9.1 (Maintenance of
Insurance; Policy Provisions)
This section requires that we make
NYSERDA and NYS additional insured on
the specified policies and that policies
must provide at least 30 days’ notice in
case of cancellation or modification.
(1) Generally, it’s not possible to
add anyone as an additional
insured to workers comp,
employers liability or disability
policies. Suggest modifying
Section 9.1(A) by adding, “With
respect to the Commercial
General Liability Policy,” to the
beginning.
(2) Most policies (including ours) do
not allow for notice of
cancellation for non-payment
of premium more than 10
days in advance. Suggest
modifying Section 9.1(B) to
add “(ten (10) days’ for non-
payment of premium)”
immediately following “thirty
(30) calendar days
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201424
9.3 (Delivery of Policies;
Insurance Certificates)
(1) In case a policy will expire prior to
termination of NYSERDA contract,
Contractor must deliver certificates of
insurance to NYSERDA evidencing
renewal of policies.
(2) NYSERDA can require Contractor to
provide certified copies of each policy.
(1) This should be modified to
require provision of certificates
of insurance evidencing renewal
“as soon as reasonably
possible”. It is almost impossible
to get evidence of renewal 30
days in advance because policies
are generally being renegotiated
right up until expiration.
(2) Suggest striking – most
contractors will not/cannot
divulge actual policies.
12.3 Contractor shall not use NYSERDA’s
name, logo, etc without NYSERDA’s
prior written consent.
Suggest revising as follows, “Neither
party shall use the corporate name,
logo, identity or any affiliation of the
other or of the Customer [the host]
without the prior written consent of
the other or the Customer, as
applicable.”
Exhibit B (Standard Terms and
Conditions for all NYSERDA
Agreements), Section 2 (Wage
and Hour Provisions)
If the project is considered a “public
work” or a “building services
agreement”, we must pay prevailing
wage.
Note: Neither typical SolarCity/
Customer contracts, nor the actual
projects qualify as either a “public
work” or a “building services
agreement.” Should the project be
considered “public work” or “building
services agreement” we will comply
with all applicable rules.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201425
New York Sun Competitive PV Program
Program Opportunity Notice (PON) 2956
Project Site Package
City of Ithaca Tompkins Airport
Round I – July 17, 2014
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201426
Project Description – City of Ithaca Tompkins Airport
The proposed City of Ithaca Tompkins Airport project will consist of a 2405.4kWDC solar PV array,
located near 766 Warren Road, Ithaca, NY 14850. This is not within a strategic location. SolarCity will
sell electricity to the City of Ithaca, the electric customer of record for the proposed satellite accounts,
under a Power Purchase Agreement (PPA). New service and a new meter will be built for the Remote
Net Metered facility (under City of Ithaca as the customer of record), with credits serving onsite load,
and remaining credits being applied to other City of Ithaca facilities. Specifically, we intend to send
Remote Net Meter credits to the following satellite meters:
Account # Meter # Name on
Utility Bill
Service Address Utility
Zone
Annual
usage
(kWh)
Satellite
Meter 1
10010796141 NGE0055439226City of
Ithaca
245 Pier RD, Ithaca,
NY 14850-3246
C390000
Satellite
Meter 2
10012456355 NAB0010192412City of
Ithaca
523 2RD St, Ithaca,
NY 14850-3208
C2310868
Satellite
Meter 3
10010342896 NAB0013692975City of
Ithaca
245 Pier RD, Ithaca,
NY 14850-3246
C308960
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201427
1
Dan Leary
From:Kauffman, Richard <RAKauffman@nyseg.com>
Sent:Monday, July 14, 2014 10:37 AM
To:Dan Leary
Cc:Nate Bell; Chier, Mark
Subject:RE: City of Ithaca_SolarCity: solar notice for NYSERDA PON 2956
Dan - From the Distribution Planner:
Based on the information below, the closest interconnection point would be about 0.5 miles north of L-362, P-90A on
Ithaca’s Etna Tap #523 34.5kV distribution circuit (there is presently no distribution there now). Based on the
customer’s location, the Boxler limitation would be the two (2) spans of 3P_1/0ACSR phase conductors serving the
customer (Boxler Limit 2.850 MW). There is no other existing non-residential generation on the circuit, and it looks like
we should be able to accommodate the total proposed 1.926 MW of generation at this point on Etna Tap #523. If the
customer is primary-metered, we may need a three-phase line recloser on our side of the primary meter.
Richard A. Kauffman
Electric Transmission Services
18 Link Drive, PO Box 5224, Binghamton, NY 13902-5224
Telephone 607-762-7606
Cell 607-427-8693
Fax 607-762-8666
rakauffman@nyseg.com
In the interest of the environment,
please print only if necessary and recycle.
This document may contain electric transmission or electric customer information and, pursuant to the Standards of Conduct requirements of FERC
Order 2004, is not to be shared, disclosed, or otherwise made available to any staff associated with the Company's energy affiliates, wholesale sales
and marketing, or generation functions.
From: Dan Leary [mailto:dleary@solarcity.com]
Sent: Thursday, June 26, 2014 4:25 PM
To: Kauffman, Richard
Cc: Nate Bell; Chier, Mark
Subject: RE: City of Ithaca_SolarCity: solar notice for NYSERDA PON 2956
Thank you for the feedback Rick. The proposed AC size is in the third column below under “Notes”. This will be
consistent with all proposed project emails. For the City of Ithaca the AC size is 1,926-kWac.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201428
2
I understand there is a large volume of requests at this time and appreciate any feedback you can provide – complete or
partial.
Dan Leary | 607.592.7046 | www.solarcity.com MA HIC 168572/MA 1136MR
From: Kauffman, Richard [mailto:RAKauffman@nyseg.com]
Sent: Thursday, June 26, 2014 4:20 PM
To: Dan Leary
Cc: Nate Bell; Chier, Mark
Subject: Re: City of Ithaca_SolarCity: solar notice for NYSERDA PON 2956
Please give me the proposed AC size. I will forward this to the appropriate distribution planner for them to do a high
level analysis of the viability of this interconnection and email you the results. You can then take the results and plug
them into the Form L if you so desire. Also, I need to advise you that due to the extremely high volume of requests we
are getting for these high level analyses, I cannot guarantee you that we will be able to supply you with the results by
the NYSERDA July 17 deadline.
Thanks - Rick
From: Dan Leary [mailto:dleary@solarcity.com]
Sent: Thursday, June 26, 2014 03:58 PM
To: Kauffman, Richard
Cc: Nate Bell <nbell@solarcity.com>
Subject: City of Ithaca_SolarCity: solar notice for NYSERDA PON 2956
Hi Rick,
The City of Ithaca and SolarCity are planning on submitting a proposal to NYSERDA’s NY-Sun Competitive PV Program
with proposals due on July 17, 2014. NYSERDA is requesting that we make initial contact with the Utility, in order to
receive a high-level assessment of potential effects of our proposed project on the distribution system serving our
customer’s location(s). Please find below the required information that NYSERDA is requesting us to provide to you,
along with a letter of authorization signed by The City of Ithaca. We are aware that if we do not submit this form within
10 business days of the closing of the PON, we may not receive a response.
Attached is a copy of NYSERDA “Attachment L” to the NY-SUN proposal. The information is also listed below. Included on
page 2 of the attachment is the recommended high-level feasibility information.
Please contact me with any questions or comments. Again we hope to have your feedback and high-level feasibility
assessment at your earliest convenience so that we can file it with our NYSERDA proposal.
Notes
Customer Name (as it appears on utility bill) City of Ithaca
Street Location Near 766 Warren Road, Ithaca, NY
14850
Across Wa
Morse TEC
Host Utility Account Number New Service Request Remote-N
Proposed Project Size (kW) 2,405.40 kW-DC 1,926 kW-
Proposed Project Interconnect voltage 12.5kV Or local di
Proposed Project will be net-metered? (Yes, No) Yes
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201429
3
Proposed Project will be utilizing remote net metering (Yes, No) Yes
If yes, provide all account names and account numbers that will be used.
City of Ithaca:
1001-2456-355
1001-0796-141
1001-0342-896
Is project within Strategic Solar Location? (Yes, No) No
Requesting most recent 12 month usage? (Yes, No) Yes
Thank you - Dan
Dan Leary | Senior Project Development Manager | SolarCity | 607.592.7046 | dleary@solarcity.com | www.solarcity.com MA HIC
168572/MA 1136MR
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201430
1
Dan Leary
From:Dan Leary
Sent:Thursday, June 26, 2014 3:58 PM
To:'rakauffman@nyseg.com'
Cc:Nate Bell
Subject:City of Ithaca_SolarCity: solar notice for NYSERDA PON 2956
Attachments:City of Ithaca - Signed Letter of Authorization for Solar City.pdf; City of Ithaca_PON
2956 att L_Developer Utility Request.pdf
Hi Rick,
The City of Ithaca and SolarCity are planning on submitting a proposal to NYSERDA’s NY-Sun Competitive PV Program
with proposals due on July 17, 2014. NYSERDA is requesting that we make initial contact with the Utility, in order to
receive a high-level assessment of potential effects of our proposed project on the distribution system serving our
customer’s location(s). Please find below the required information that NYSERDA is requesting us to provide to you,
along with a letter of authorization signed by The City of Ithaca. We are aware that if we do not submit this form within
10 business days of the closing of the PON, we may not receive a response.
Attached is a copy of NYSERDA “Attachment L” to the NY-SUN proposal. The information is also listed below. Included on
page 2 of the attachment is the recommended high-level feasibility information.
Please contact me with any questions or comments. Again we hope to have your feedback and high-level feasibility
assessment at your earliest convenience so that we can file it with our NYSERDA proposal.
Notes
Customer Name (as it appears on utility bill) City of Ithaca
Street Location Near 766 Warren Road, Ithaca, NY
14850
Across Wa
Morse TEC
Host Utility Account Number New Service Request Remote-N
Proposed Project Size (kW) 2,405.40 kW-DC 1,926 kW-
Proposed Project Interconnect voltage 12.5kV Or local di
Proposed Project will be net-metered? (Yes, No) Yes
Proposed Project will be utilizing remote net metering (Yes, No) Yes
If yes, provide all account names and account numbers that will be used.
City of Ithaca:
1001-2456-355
1001-0796-141
1001-0342-896
Is project within Strategic Solar Location? (Yes, No) No
Requesting most recent 12 month usage? (Yes, No) Yes
Thank you - Dan
Dan Leary | Senior Project Development Manager | SolarCity | 607.592.7046 | dleary@solarcity.com | www.solarcity.com MA HIC
168572/MA 1136MR
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201431
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201432
%BO-FBSZ
4PMBS$JUZ$PSQPSBUJPO
EMFBSZ!TPMBSDJUZDPN
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201433
06/26/2014
NYSEG-ElectricTransmissionServices
SolarCityCorporation
CityofIthaca
Near766WarrenRoad,Ithaca,NY14850
NewServiceRequest
2,405.400
Yes
Yes
CityofIthaca:
1001-2456-355
1001-0796-141
1001-0342-896
12.5kV
No
Yes
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201434
Applicant Name:SolarCity
Corporation
Site Name:City of Ithaca
Tompkins Airport
Technology Type:Photovoltaic (Fixed)
Yes/No/Not
Applicable
Identify page number
in this package.
Completed Project Site Information Yes
Electric Utility Information Yes
Copy of the customer’s most recent 12 months of electric usage Provided
by the utility.
Yes
Copy of customer's bill(s) showing payment into RPS No
Signed Letter of Intent on the Customer's Letterhead Yes
Have you provided a list of all required permits and approval from the
authority have jurisdiction?
Yes
Have you provided a signed and completed page 1 Short Environmental
Assessment Form (SEQRA)?
Yes
Correspondance with Utility regarding proposed project Yes
For sites with electric generation systems, have you described in detail
the current system on site, where it is located, when it was
interconnected, and how the current generation will impact net metering?
Not Applicable
For PV Systems, is any part of the system located on the roof of a
building?
Not Applicable
For PV systems, have you included aerial photos of the site location?
Does the aerial photo include the location of the equipment?
Yes
For biogas Systems, have you identified the electric generation system
type, manufacturer, and model?
Not Applicable
PON 2956 NY Sun Competitive PV Program
Project Site Package Checklist
Required information as part of the Proposal
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201435
36
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Please return bottom portion with your payment. Make checks payable to NYSEG.
Please do not write below this line.
NYSEG
P.O. BOX 11745
NEWARK, NJ 07101-4745
Due Upon Receipt
Account Number
Late Fee After
Amount Paid
108 E GREEN ST, ITHACA NY 14850Service Address: Page 1 of 4
Next Scheduled Read Date:
$
Amount Due:
CITY OF ITHACA
ITHACA CITY HALL
C/O CITY CLRK STS & FA
245 PIER RD
ITHACA NY 14850-3246
Account Number:
Statement Date:
On or about July 09, 2014
07/03/14
10010342896
1001-0342-896
June 10, 2014
$962.69
$962.69
CITY OF ITHACA
Account Summary
Previous invoice $751.14
-751.14Payments received as of 06/09/14
Balance forward 0.00
Energy charges 961.96
0.73Miscellaneous charges
Payment due upon receipt.$962.69
To avoid a 1.5% late payment charge, please ensure payment is
received by the date displayed below.
Municipal
See details beginning
on page 3
See messages on page 2
Think of the minutes, money and
natural resources you'll save by doing
business online or by phone 24/7.
Visit nyseg.com to:
View and pay your bill online
Submit and view meter readings
Enroll and manage budget billing
Enroll in Autopay
Call our self-service line at
1.800.600.2275 for billing information,
provide a meter reading and to pay by
phone.
Add $1, $2, or $5 to your payment to
make a tax-deductible donation to
NYSEG and RG&E Project SHARE
Heating Fund. Learn more at
nyseg.com.
24
4
3
3
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201438
Page 3 of 4Service Address: 108 E GREEN ST, ITHACA NY 14850
Statement Date:June 10, 2014
Account Number:1001-0342-896
CITY OF ITHACA
NYSEG DETAILED ACCOUNT ACTIVITY
Service from:
PoD ID:
05/09/14 - 06/09/14
N01000005011960
Electricity Service -
Electricity Rate -
Nonresidential
12002 ESCO Supply Service
Current Meter Read
Date
Meter
Reading
Previous Meter Read
DateReading
BillingBilledMeterReading
NumberDifferenceMultrUsagePeriod
32 days30880 kwh1369297506/09/1405/09/14386807694A7308A
32 days70.40 kw1369297506/09/1405/09/140.888019.32A18.44A
Type of read: A - Actual, E - Estimate, C - Customer, R - Remote and N - No read
Electricity Delivery Charges
Basic service charge 5.37
Meter charge 1.68
Meter service charge 8.48
Meter data service charge 2.08
70.4000kw31@8.Demand charge 585.02
30880kwh00339 @0.Delivery charge 104.68
30880kwh00943803@-0.Transition charge -291.45
30880kwh000916 @0.Revenue decoupling mech 28.29
70.4000kw66@0.Reliability support svcs. chg.46.46
30880kwh001121 @0.NY state assessment 34.62
30880kwh005891 @0.SBC/RPS charge 181.91
Subtotal Electricity Delivery $707.14
Total Electricity Cost $707.14
Service from:
PoD ID:
05/09/14 - 06/09/14
N02000000157792
Gas Service -
Gas Rate -
Nonresidential
08814A Aggregation
Current Meter Read
Date
Meter
Reading
Previous Meter Read
DateReading
BillingBilledMeterReading
NumberDifferenceMultrUsagePeriod
32 days731 ccf0088029906/09/1405/09/147241.010032605A31881A
Type of read: A - Actual, E - Estimate, C - Customer, R - Remote and N - No read
Natural Gas Delivery Charges
Natural gas used (ccf)731
Energy content factor x 1.026400
Natural gas used (therm)750.5
Basic service charge 23.60
Included in Basic service chg 3.0therm00@0.0.00
Delivery charge 497.0therm3378 @0.167.89
Delivery charge 250.5therm1946 @0.48.75
Weather adjustment 62.624therm19449412@0.12.18
Research & development charge750.5therm00145 @0.1.09
Transition surcharge 750.5therm01281844@0.9.62
Revenue decoupling mech 750.5therm036442 @-0.-27.35
NY state assessment 750.5therm0132 @0.9.91
SBC charge 750.5therm012166 @0.9.13
Subtotal Natural Gas Delivery $254.82
Total Natural Gas Cost $254.82
Total Energy Charges $961.96
Miscellaneous Charges
0.73Payment & billing svcs charge06/10/14
Total Miscellaneous Charges $0.73
24
4
3
5
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201439
Please return bottom portion with your payment. Make checks payable to NYSEG.
Please do not write below this line.
NYSEG
P.O. BOX 11745
NEWARK, NJ 07101-4745
Due Upon Receipt
Account Number
Late Fee After
Amount Paid
SENECA&TIOGA ST, ITHACA NY 14850Service Address: Page 1 of 4
Next Scheduled Read Date:
$
Amount Due:
CITY OF ITHACA
C/O CITY CLRK STS & FAC
245 PIER RD
ITHACA NY 14850
Account Number:
Statement Date:
On or about July 16, 2014
07/09/14
10010796141
1001-0796-141
June 16, 2014
$535.01
$535.01
CITY OF ITHACA
Account Summary
Previous invoice $489.81
-489.81Payments received as of 06/13/14
Balance forward 0.00
Energy charges 534.28
0.73Miscellaneous charges
Payment due upon receipt.$535.01
To avoid a 1.5% late payment charge, please ensure payment is
received by the date displayed below.
Municipal
See details beginning
on page 3
See messages on page 2
Think of the minutes, money and
natural resources you'll save by doing
business online or by phone 24/7.
Visit nyseg.com to:
View and pay your bill online
Submit and view meter readings
Enroll and manage budget billing
Enroll in Autopay
Call our self-service line at
1.800.600.2275 for billing information,
provide a meter reading and to pay by
phone.
Add $1, $2, or $5 to your payment to
make a tax-deductible donation to
NYSEG and RG&E Project SHARE
Heating Fund. Learn more at
nyseg.com.
38
7
0
7
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201440
Page 3 of 4Service Address: SENECA&TIOGA ST, ITHACA NY 14850
Statement Date:June 16, 2014
Account Number:1001-0796-141
CITY OF ITHACA
NYSEG DETAILED ACCOUNT ACTIVITY
Service from:
PoD ID:
05/15/14 - 06/13/14
N01000000093989
Electricity Service -
Electricity Rate -
Nonresidential
12002 ESCO Supply Service
Current Meter Read
Date
Meter
Reading
Previous Meter Read
DateReading
BillingBilledMeterReading
NumberDifferenceMultrUsagePeriod
30 days25320 kwh5543922606/13/1405/15/144226059001A58579A
30 days51.00 kw5543922606/13/1405/15/140.8560109.98A109.13A
Type of read: A - Actual, E - Estimate, C - Customer, R - Remote and N - No read
Electricity Delivery Charges
Basic service charge 5.37
Meter charge 1.68
Meter service charge 8.48
Meter data service charge 2.08
51.0000kw31@8.Demand charge 423.81
25320kwh00339 @0.Delivery charge 85.83
25320kwh0089795 @-0.Transition charge -227.36
25320kwh000916 @0.Revenue decoupling mech 23.19
51.0000kw66@0.Reliability support svcs. chg.33.66
25320kwh001121 @0.NY state assessment 28.38
25320kwh005891 @0.SBC/RPS charge 149.16
Subtotal Electricity Delivery $534.28
Total Electricity Cost $534.28
Total Energy Charges $534.28
Miscellaneous Charges
0.73Payment & billing svcs charge06/16/14
Total Miscellaneous Charges $0.73
38
7
0
9
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201441
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201442
Secured Services
Customer history
EDI overview
Electricity
ESCOs ---
Electricity supplier
manual
Pricing & tariffs for
electricity
Natural Gas
ESCOs ---
Natural gas
transportation
manual
Pricing & tariffs for
natural gas
SmarTrac TM
PoD ID: N01000000093989
Electric Meter #: NGE0055439226
Service Address
CITY OF ITHACA
SENECA&TIOGA ST
ITHACA NY 14850
Account Mailing Address
CITY OF ITHACA
245 PIER RD
ITHACA NY 14850-3246
Energy Use History
Current Rate Category: NED0200E00
Future Rate Category:
Revenue Class: Municipal
Profile: 33
Grid: NE_CEN_SE Tax Jurisdiction: NY1485000
Tax District: 0022
Read Cycle: 10
Critical Care: No
ICAP: 56.5211028
MHP: No
Electricity Use History
Read
Date
Read
Type
kwhkwTotalTotal Tax
06/13/2014NYSEG2532051.0$534.28$0.00
05/14/2014NYSEG2904061.2$489.08$0.00
04/14/2014 3906085.8$812.61$0.00
03/14/2014NYSEG4158088.8$1,062.54$0.00
02/14/2014NYSEG4686088.8$1,115.75$0.00
01/15/2014 4428088.2$1,184.76$0.00
12/16/2013NYSEG4368087.6$1,197.52$0.00
11/15/2013NYSEG3342076.8$1,014.95$0.00
10/14/2013 2202052.8$733.54$0.00
09/17/2013NYSEG2154051.6$713.59$0.00
08/14/2013NYSEG2112042.0$619.66$0.00
07/16/2013 2208033.6$565.83$0.00
06/14/2013NYSEG2364051.0$592.77$0.00
05/14/2013NYSEG3102055.2$611.60$0.00
04/12/2013 3786080.4$1,053.77$0.00
03/14/2013NYSEG4104081.0$1,141.98$0.00
02/13/2013NYSEG4200081.6$1,189.67$0.00
01/16/2013 4956087.0$1,304.05$0.00
12/14/2012NYSEG3684078.0$1,050.44$0.00
11/16/2012NYSEG3546079.2$1,056.19$0.00
10/12/2012 660 40.8$363.80$0.00
09/14/2012Estimated2970063.0$828.01$0.00
08/15/2012Estimated2532041.4$615.47$0.00
07/17/2012NYSEG2880041.4$665.47$0.00
Search
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for suppliers and partners
Account Number
010010796141
Your Account Your Home Your Business Usage and Safety Outage Central Giving Back For Suppliers and Partners Our Company
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201443
Secured Services
Customer history
EDI overview
Electricity
ESCOs ---
Electricity supplier
manual
Pricing & tariffs for
electricity
Natural Gas
ESCOs ---
Natural gas
transportation
manual
Pricing & tariffs for
natural gas
SmarTrac TM
PoD ID: N01000005011960
Electric Meter #: NAB0013692975
Service Address
CITY OF ITHACA
108 E GREEN ST
ITHACA NY 14850
Account Mailing Address
CITY OF ITHACA
245 PIER RD
ITHACA NY 14850-3246
Energy Use History
Current Rate Category: NED0200E00
Future Rate Category:
Revenue Class: Municipal
Profile: 33
Grid: NE_CEN_SE Tax Jurisdiction: NY1485000
Tax District: 0022
Read Cycle: 06
Critical Care: No
ICAP: 81.9056594
MHP: No
Electricity Use History
Read
Date
Read
Type
kwhkwTotalTotal Tax
06/09/2014NYSEG3088070.4$707.14$0.00
05/08/2014NYSEG2376055.2$416.38$0.00
04/08/2014NYSEG2152055.2$571.92$0.00
03/10/2014 2384056.8$668.89$0.00
02/07/2014NYSEG2272059.2$699.04$0.00
01/09/2014NYSEG2304057.6$743.67$0.00
12/10/2013 2440054.4$713.91$0.00
11/07/2013NYSEG2096052.8$696.94$0.00
10/08/2013NYSEG2376072.8$937.50$0.00
09/10/2013 3264067.2$964.06$0.00
08/08/2013NYSEG3152074.4$1,028.63$0.00
07/09/2013NYSEG2992067.2$952.17$0.00
06/10/2013 3008068.0$727.79$0.00
05/08/2013NYSEG2328060.8$658.17$0.00
04/08/2013NYSEG2240051.2$679.03$0.00
03/08/2013 2360054.4$725.40$0.00
02/07/2013NYSEG2272060.0$795.11$0.00
01/10/2013NYSEG2376053.6$722.12$0.00
12/10/2012 2448060.8$783.11$0.00
11/07/2012NYSEG2296058.4$747.63$0.00
10/09/2012NYSEG2448064.8$803.74$0.00
09/10/2012 3424067.2$904.69$0.00
08/06/2012NYSEG3112068.8$908.01$0.00
07/10/2012NYSEG2840072.8$912.71$0.00
Search
Your Account Your Home Your Business Usage and Safety Outage Central Giving Back For Suppliers and Partners Our Company
Home | Emergency Contact | Contact Us | Site Map | Legal Disclaimer
for suppliers and partners
Account Number
010010342896
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201444
Secured Services
Customer history
EDI overview
Electricity
ESCOs ---
Electricity supplier
manual
Pricing & tariffs for
electricity
Natural Gas
ESCOs ---
Natural gas
transportation
manual
Pricing & tariffs for
natural gas
SmarTrac TM
PoD ID: N01000000212381
Electric Meter #: NAB0010192412
Service Address
CITY OF ITHACA
525 THIRD ST EXT &
ITHACA NY 14850
Account Mailing Address
CITY OF ITHACA
525 3RD ST
ITHACA NY 14850-3208
Energy Use History
Current Rate Category: NED0720E00
Future Rate Category:
Revenue Class: Municipal
Profile: 40
Grid: NE_CEN_PR Tax Jurisdiction: NY1485000
Tax District: 0022
Read Cycle: 15
Critical Care: No
ICAP: 9.432
MHP: Yes
Electricity Use History
Read
Date
Read
Type
kwh onkwh offkw onkw offrkvahTotalTotal Tax
05/21/2014NYSEG8674686317825.84473.04321534$6,705.69$0.00 Hourly Data (.csv file format)
04/22/2014 91025113635516.24510.48280035$3,573.57$0.00 Hourly Data (.csv file format)
03/21/2014 7520388302511.2460.8247124$5,138.83$0.00 Hourly Data (.csv file format)
02/21/2014 7661584594444.24388.8228498$4,568.12$0.00 Hourly Data (.csv file format)
01/22/2014 89392115836466.56414.0231893$5,119.87$0.00 Hourly Data (.csv file format)
12/23/2013 89230126106432.0523.44286966$5,250.39$0.00 Hourly Data (.csv file format)
11/21/2013 97549112301488.16446.4269137$5,408.07$0.00 Hourly Data (.csv file format)
10/22/2013 98390108239457.92390.96260343$5,321.67$0.00 Hourly Data (.csv file format)
09/23/2013 94690119442455.04426.96272867$5,491.78$0.00 Hourly Data (.csv file format)
08/22/2013 9752299028890.64424.08248462$8,744.56$0.00 Hourly Data (.csv file format)
07/23/2013 90386116703516.24488.88279428$6,029.30$0.00 Hourly Data (.csv file format)
06/21/2013 6929284325426.24380.88268796$4,413.16$0.00 Hourly Data (.csv file format)
05/22/2013 8712393541493.2429.12266834$3,909.24$0.00 Hourly Data (.csv file format)
04/22/2013 89039107568516.24483.12282048$5,145.91$0.00 Hourly Data (.csv file format)
03/21/2013 104313112726559.44519.12243340$6,102.50$0.00 Hourly Data (.csv file format)
02/21/2013 145582167323566.64534.96228974$6,590.66$0.00 Hourly Data (.csv file format)
01/23/2013 141977200541547.92538.56250370$6,951.12$0.00 Hourly Data (.csv file format)
12/21/2012 153210165437667.44582.48237138$7,059.59$0.00 Hourly Data (.csv file format)
11/21/2012 144986148679617.04532.8233784$6,872.55$0.00 Hourly Data (.csv file format)
10/23/2012 120808146860437.76421.2225883$5,625.51$0.00 Hourly Data (.csv file format)
09/21/2012 115281136745460.8414.0224993$5,586.83$0.00 Hourly Data (.csv file format)
08/22/2012NYSEG117148124281439.92399.6218043$5,465.30$0.00 Hourly Data (.csv file format)
Search
Your Account Your Home Your Business Usage and Safety Outage Central Giving Back For Suppliers and Partners Our Company
Home | Emergency Contact | Contact Us | Site Map | Legal Disclaimer
for suppliers and partners
Account Number
010012456355
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201445
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Estimated System Losses
City of Ithaca
System Size (kWDC)2,405.40
Actual Unshaded AC
Energy ("as built")
Ideal
Unshaded
AC Energy
Actual
Unshaded AC
Energy ("as
built")
Ideal Unshaded AC
Energy
Tilt 30 42.6 30 42.6
Azimuth 180 180 180 180
Derate 0.7055 0.7055 0.7055 0.7055
Production 1,048 1,030 2,520,859 2,477,562
% System Losses -1.72%**
Source: PVWatts2
ACTUAL IDEAL
Per kWTotal System
** SolarCity's methodology for determining shading losses from NREL's PVWatts2 compares the production
output (in kWh/kW) of the actual system design relative to that of the "ideal system" as defined by NREL. Of
particular note for the negative losses quantified above is PVWatts2's anticipated ideal tilt "The default value is
a tilt angle equal to the station's latitude. This normally maximizes annual energy production. Increasing the
tilt angle favors energy production in the winter, and decreasing the tilt angle favors energy production in the
summer."
The above is an example of when latitude is not the ideal tilt, because greater summer production (resulting
from a lower tilt when the sun is higher in the sky) outweighs winter production. Consequently, the actual
system design will produce more than the ideal baseline. Below are PVWatts 2 outputs for the actual, ideal,
and maximum outputs. In any case, the actual proposed system would have minimal losses, maximizing the
value of NYSERDA's funds for this project.
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201447
Page 1 of 4
617.20
Appendix B
Short Environmental Assessment Form
Instructions for Completing
Part 1 - Project Information. The applicant or project sponsor is responsible for the completion of Part 1. Responses
become part of the application for approval or funding, are subject to public review, and may be subject to further verification.
Complete Part 1 based on information currently available. If additional research or investigation would be needed to fully
respond to any item, please answer as thoroughly as possible based on current information.
Complete all items in Part 1. You may also provide any additional information which you believe will be needed by or useful
to the lead agency; attach additional pages as necessary to supplement any item.
Part 1 - Project and Sponsor Information
Name of Action or Project:
Project Location (describe, and attach a location map):
Brief Description of Proposed Action:
Name of Applicant or Sponsor: Telephone:
E-Mail:
Address:
City/PO:State:ZipCode:
1.Does the proposed action only involve the legislative adoption of a plan, local law, ordinance,
administrative rule, or regulation?
If Yes, attach a narrative description of the intent of the proposed action and the environmental resources that
may be affected in the municipality and proceed to Part 2. If no, continue to question 2.
NO YES
2.Does the proposed action require a permit, approval or funding from any other governmental Agency?
If Yes, list agency(s) name and permit or approval:
NO YES
3.a. Total acreage of the site of the proposed action? ___________ acres
b.Total acreage to be physically disturbed? ___________ acres
c.Total acreage (project site and any contiguous properties) owned
or controlled by the applicant or project sponsor? ___________acres
4.Check all land uses that occur on, adjoining and near the proposed action.
Urban Rural (non-agriculture) Industrial Commercial Residential (suburban)
Forest Agriculture Aquatic Other (specify): _________________________
Parkland
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201448
SolarCityCorporation
CityofIthacaTompkinsAirport
Municipality:IthacaCounty:TompkinsStreetAddress:Near766WarrenRoad
Installationofa2,405.4kWsolarPVsystemonTompkinsCountyland.ThesolarPVsystemwillbeagroundmount.Totalprojectwillinclude
approximately140,000squarefeetofpanelfootprint.
SolarCityCorporation
650-963-5100
dleary@solarcity.com
3055ClearviewWay
SanMateo CA 94402
✔
✔Funding:PON2956incentive,Agency:NYSERDABuildingPermit–AHJ
Funding:FederalITC,Agency:Federal–IRSNoticetoProceed–NYSERDA
3
3
3
✔
Page 2 of 4
5.Is the proposed action,
a.A permitted use under the zoning regulations?
b.Consistent with the adopted comprehensive plan?
NO YES N/A
6.Is the proposed action consistent with the predominant character of the existing built or natural
landscape?
NO YES
7.Is the site of the proposed action located in, or does it adjoin, a state listed Critical Environmental Area?
If Yes, identify: __________________________________________________________________________
_______________________________________________________________________________________
NO YES
8. a. Will the proposed action result in a substantial increase in traffic above present levels?
b.Are public transportation service(s) available at or near the site of the proposed action?
c.Are any pedestrian accommodations or bicycle routes available on or near site of the proposed action?
NO YES
9.Does the proposed action meet or exceed the state energy code requirements?
If the proposed action will exceed requirements, describe design features and technologies:
_______________________________________________________________________________________
_______________________________________________________________________________________
NO YES
10.Will the proposed action connect to an existing public/private water supply?
If No, describe method for providing potable water: ______________________________________
_______________________________________________________________________________________
NO YES
11.Will the proposed action connect to existing wastewater utilities?
If No, describe method for providing wastewater treatment: ________________________________
_______________________________________________________________________________________
NO YES
12. a. Does the site contain a structure that is listed on either the State or National Register of Historic
Places?
b.Is the proposed action located in an archeological sensitive area?
NO YES
13. a. Does any portion of the site of the proposed action, or lands adjoining the proposed action, contain
wetlands or other waterbodies regulated by a federal, state or local agency?
b.Would the proposed action physically alter, or encroach into, any existing wetland or waterbody?
If Yes, identify the wetland or waterbody and extent of alterations in square feet or acres: _______________
_______________________________________________________________________________________
_______________________________________________________________________________________
NO YES
14.Identify the typical habitat types that occur on, or are likely to be found on the project site. Check all that apply:
Shoreline Forest Agricultural/grasslands Early mid-successional
Wetland Urban Suburban
15.Does the site of the proposed action contain any species of animal, or associated habitats, listed
by the State or Federal government as threatened or endangered?
NO YES
16.Is the project site located in the 100 year flood plain?NO YES
17.Will the proposed action create storm water discharge, either from point or non-point sources?
If Yes,
a.Will storm water discharges flow to adjacent properties? NO YES
b.Will storm water discharges be directed to established conveyance systems (runoff and storm drains)?
If Yes, briefly describe: NO YES
_______________________________________________________________________________________
_______________________________________________________________________________________
NO YES
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201449
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✔
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Nowaterisrequiredtooperateormaintainthesolarsystem.
✔
Nowasterwaterwillbegeneratedbytheproject.
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Page 4 of 4
No, or
small
impact
may
occur
Moderate
to large
impact
may
occur
10.Will the proposed action result in an increase in the potential for erosion, flooding or drainage
problems?
11.Will the proposed action create a hazard to environmental resources or human health?
Part 3 - Determination of significance. The Lead Agency is responsible for the completion of Part 3. For every
question in Part 2 that was answered “moderate to large impact may occur”, or if there is a need to explain why a particular
element of the proposed action may or will not result in a significant adverse environmental impact, please complete Part 3.
Part 3 should, in sufficient detail, identify the impact, including any measures or design elements that have been included by
the project sponsor to avoid or reduce impacts. Part 3 should also explain how the lead agency determined that the impact
may or will not be significant. Each potential impact should be assessed considering its setting, probability of occurring,
duration, irreversibility, geographic scope and magnitude. Also consider the potential for short-term, long-term and
cumulative impacts.
Check this box if you have determined, based on the information and analysis above, and any supporting documentation,
that the proposed action may result in one or more potentially large or significant adverse impacts and an
environmental impact statement is required.
Check this box if you have determined, based on the information and analysis above, and any supporting documentation,
that the proposed action will not result in any significant adverse environmental impacts.
_________________________________________________ _______________________________________________
Name of Lead Agency Date
_________________________________________________ _______________________________________________
Print or Type Name of Responsible Officer in Lead Agency Title of Responsible Officer
_________________________________________________ _______________________________________________
Signature of Responsible Officer in Lead Agency Signature of Preparer (if different from Responsible Officer)
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201451
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Applicant: SolarCity Corporation
NYSERDA PON 2956
City of Ithaca Tompkins Airport
Required Permits and Approvals
Permit/Approval Approving Party Timing
Building Permit Authority Having Jurisdiction April 2015
Certificate of Compliance with building
permit Authority Having Jurisdiction April 2015
Electrical Certificate of Compliance
with NFPA 70-2008
3rd Party Electrical Inspection
Agency May 2015
Preliminary Approval/Permission to
Install Electric Utility April 2015
Permission to Operate Electric Utility July 2015
NYSERDA Notice to Proceed NYSERDA November 2014
All Information is Proprietary and Confidential
SolarCity Corporation – City of Ithaca Proposal – PON2956 – July 17, 201453
Solar Power Purchase Agreement (Commercial NY)
This Solar Power Purchase Agreement (this “Agreement”) is entered into by the parties listed below (each a “Party” and collectively
the “Parties”) as of the date signed by Seller below (the “Effective Date”).
Purchaser: Seller:
Name and Address City of Ithaca
108 East Green Street
Ithaca, NY 14850
Attention: Nick Goldsmith, Sustainability
Coordinator
Name and Address SolarCity Corporation
3055 Clearview Way
San Mateo, CA 94402
Attention: Legal Department
Phone (607) 274-6550 Phone (650) 638-1028
Fax Fax (650) 560-6460
E-mail ngoldsmith@cityofithaca.org E-mail Contracts@solarcity.com
Facility Ownership Purchaser leases the Facility Contractor’s License Numbers
NY: No State License Required
Project Name City of Ithaca, Tompkins Airport
This Agreement sets forth the terms and conditions of the purchase and sale of solar generated electric energy from the solar panel
system described in Exhibit 2 (the “System”) and installed at the Purchaser’s facility described in Exhibit 2 (the “Facility”).
The exhibits listed below are incorporated by reference and made part of this Agreement.
Exhibit 1 Pricing Attachment
Exhibit 2 System Description, Delivery Point and Premises
Exhibit 3 Credit Information
Exhibit 4 General Terms and Conditions (Revised January 17, 2013)
City of Ithaca
Signature:
Printed Name:
Title:
Date:
SolarCity Corporation
Signature:
Printed Name:
Title:
Date:
Solar Power Purchase Agreement (Commercial NY) 20130117 (CE) 2014-PPA-000319
Exhibit 1
Pricing Attachment
1.Term: Twenty (20) years, beginning on the Commercial Operation Date.
2.Additional Terms: Up to two (2) Additional Terms of five (5) years each.
3.Environmental Incentives and Environment Attributes Accrue to Seller.
4.Contract Price:
Contract Year $/kWh
1 $0.0790
2 $0.0790
3 $0.0790
4 $0.0790
5 $0.0790
6 $0.0790
7 $0.0790
8 $0.0790
9 $0.0790
10 $0.0790
11 $0.0790
12 $0.0790
13 $0.0790
14 $0.0790
15 $0.0790
16 $0.0790
17 $0.0790
18 $0.0790
19 $0.0790
20 $0.0790
Includes ACH invoicing. If manual invoicing is required, a $25 handling charge will be added to each invoice.
5.Condition Satisfaction Date:180 days after the Effective Date
6.Anticipated Commercial Operation Date: 270 days after the Effective Date
7.Outside Commercial Operation Date:365 days after the Effective Date
8.Rebate Variance: All prices in this Agreement are calculated based on an upfront rebate of $0.160/kWh. If the actual
rebate is lower than calculated, prices will be adjusted pro-rata to reflect the actual rebate received.
Solar Power Purchase Agreement – Exhibit 1 (Commercial NY) 20130117 (CE)
Exhibit 2
System Description, Delivery Point and Premises
1.System Location: Near 766 Warren Road, Ithaca, New York 14850
2.System Size (DC kW): 2,405.40
3.Expected First Year Energy Production (kWh): 2,763,805
4.Expected Structure: Ground Mount
5.Expected Module(s):
Manufacturer/Model Quantity
Trina TSM-300PA14 8,018
6.Expected Inverter(s):
Manufacturer/Model Quantity
SolarMax: SM 18MT3A 103
7.Includes:
SolarCity Limited Warranty, installation of a solar energy system (includes: design, engineering, permitting, installation,
monitoring, rebate application and paperwork processing for solar energy system). Pricing includes design and
construction of an access road (if necessary), general site preparation allowance of $40,000, utility interconnection study
and cost allowance of $225,000.
8.Excludes:
Unforeseen groundwork (including, but not limited to, excavation/circumvention of underground obstacles), upgrades or
repair to customer or utility electrical infrastructure beyond allowance stated above in item 7, payment bonds,
performance bonds, tree removal, tree trimming, the payment of prevailing wages (i.e. prevailing wages not required),
sales taxes, and property taxes. Pricing excludes maintenance of access road to array area or maintenance of grass or
undergrowth within the array area (Purchaser is expected to maintain grass or undergrowth of area - SolarCity will plant
low growth seed mix).
9.Delivery Point and Premises: SolarCity shall attach a schematic that contains the:
(i) Facility;
(ii) array;
(iii) Delivery Point; and
(iv) access points needed to install and service System (bldg access, electrical room, stairs etc.)
Solar Power Purchase Agreement – Exhibit 2 (Commercial NY) 20130117 (CE)
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Solar Power Purchase Agreement – Exhibit 2 (Commercial NY) 20130117 (CE)
Exhibit 3
Credit Information
Promptly following the execution of this Agreement Purchaser shall supply SolarCity with the following credit information:
APPLICANT’S INFORMATION
Name
City of Ithaca
Tax ID
Previous & Other Names Website
Corporate Address
108 East Green Street
City, State, Zip Code
Ithaca, New York 14850
Phone Number
607-274-6550
Fax Number
Entity Type
Check One:
S-Corp C-Corp Partnership Sole Prop LLC LLP Other
Property Address for Solar Installation
Near 766 Warren Road, Ithaca
State
New York
Zip Code
14850
Owner Occupied?
No
Property Type Insurance Agent Name Agent’s Phone Name of Landlord if Not Owner Occupied
Information Requested: Please submit the information required below via electronic format to
commercialcredit@solarcity.com
Corporate Records
□Copy of Articles of Incorporation, Partnership Agreement, Fictitious Name Statement or Organizational Formation
Documents (if applicable).
Financial Statements
□Last three (3) years of CPA audited, reviewed, compiled statements (Balance Sheet, Income Statement, Cash Flow).
SolarCity may request that you provide additional documentation to complete the credit evaluation process. SolarCity will notify you
if additional information is required.
The above information and any information attached is furnished to SolarCity and its affiliates ("Lender") in connection with the Application of credit for which you may
apply or credit you may guarantee. You acknowledge and understand that the Lender is relying on this information in deciding to grant or continue credit or to accept a
guarantee of credit. You represent, warranty and certify that the information provided herein is true, correct and complete. The Lender is authorized to make all inquires
deemed necessary to verify the accuracy of the information contained herein and to determine your creditworthiness. You authorize any person or consumer-reporting
agency to give the Lender any information it may have about you. You authorize the Lender to answer questions about its credit experience with you. Subject to any
non-disclosure agreement between you and Lender, this form and any other information given to the Lender shall be the Lender’s property.
If your application for business credit is denied you have the right to a written statement of the specific reason for the denial. To obtain the statement, please contact
SolarCity at (650) 638-1028, San Mateo, CA 94402. You must contact us within 60 days from date you are notified of our decision. We will send you a written
statement of reasons for the denial within 30 days of receiving your request.
NOTICE: The Federal Equal Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex,
marital status or age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public
assistance programs; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers
compliance with this law concerning this creditor is the Office of the Comptroller of the Currency, Customer Assistance Unit, 1301 McKinney Street, Suite 3450,
Houston, Texas 77010-9050. SolarCity is an equal opportunity lender.
Signature Title Date
Solar Power Purchase Agreement – Exhibit 3 (Commercial NY) 20130117 (CE)
Exhibit 4
Solar Power Purchase Agreement General Terms and Conditions
Revised January 17, 2013
1.Definitions and Interpretation: Unless otherwise defined or required by the context in which any term appears: (a) the
singular includes the plural and vice versa; (b) the words “herein,” “hereof” and “hereunder” refer to this Agreement as a
whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or
instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to
time; and (d) the words “include,” “includes” and “including” mean include, includes and including “without limitation.”
The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this
Agreement.
2.Purchase and Sale of Electricity. Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electric
energy generated by the System during the Initial Term and any Additional Term (as defined in Exhibit 1, and collectively
the “Term”). Electric energy generated by the System will be delivered to Purchaser at the delivery point identified on
Exhibit 2 (the “Delivery Point”). Purchaser shall take title to the electric energy generated by the System at the Delivery
Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point. Purchaser may purchase electric energy for
the Facility from other sources if the Purchaser's electric requirements at the Facility exceed the output of the System.
3.Term and Termination.
a.Initial Term. The initial term (“Initial Term”) of this Agreement shall commence on the Commercial Operation
Date (as defined below) and continue for the length of time specified in Exhibit 1, unless earlier terminated as
provided for in this Agreement. The “Commercial Operation Date” is the date Seller gives Purchaser written
notice that the System is mechanically complete and capable of providing electric energy to the Delivery Point.
Upon Purchaser’s request, Seller will give Purchaser copies of certificates of completion or similar documentation
from Seller’s contractor and the interconnection or similar agreement with the Utility. This Agreement is effective
as of the Effective Date and Purchaser’s failure to enable Seller to provide the electric energy by preventing it from
installing the System or otherwise not performing shall not excuse Purchaser’s obligations to make payments that
otherwise would have been due under this Agreement.
b.Additional Terms. If Purchaser has not exercised its option to purchase the System by the end of the Initial Term,
either Party may give the other Party written notice of its desire to extend this Agreement on the terms and
conditions set forth herein for the number and length of additional periods specified in Exhibit 1 (each an
“Additional Term”). Such notice shall be given, if at all, not more than one hundred twenty (120) and not less than
sixty (60) days before the last day of the Initial Term or the then current Additional Term, as applicable. The Party
receiving the notice requesting an Additional Term shall respond positively or negatively to that request in writing
within thirty (30) days after receipt of the request. Failure to respond within such thirty (30) day period shall be
deemed a rejection of the offer for an Additional Term. If both Parties agree to an Additional Term, the Additional
Term shall begin immediately upon the conclusion of the Initial Term or the then current term on the same terms
and conditions as set forth in this Agreement. If the Party receiving the request for an Additional Term rejects or is
deemed to reject the first Party’s offer, this Agreement shall terminate at the end of the Initial Term (if the same has
not been extended) or the then current Additional Term.
4.Billing and Payment.
a.Monthly Charges. Purchaser shall pay Seller monthly for the electric energy generated by the System and
delivered to the Delivery Point at the $/kWh rate shown in Exhibit 1 (the “Contract Price”). The monthly payment
for such energy will be equal to the applicable $/kWh rate multiplied by the number of kWh of energy generated
during the applicable month, as measured by the System meter.
b.Monthly Invoices. Seller shall invoice Purchaser monthly, either manually or through ACH. Such monthly
invoices shall state (i) the amount of electric energy produced by the System and delivered to the Delivery Point, (ii)
the rates applicable to, and charges incurred by, Purchaser under this Agreement and (iii) the total amount due from
Purchaser.
c.Taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation, sale, delivery
or consumption of electric energy produced by the System or the interconnection of the System to the Utility’s
electric distribution system, including property taxes on the System; provided, however, Purchaser will not be
required to pay or reimburse Seller for any taxes during periods when Seller fails to deliver electric energy to
Purchaser due to the action or omission of Seller. For purposes of this Section 4(d), “Taxes” means any federal,
state and local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, transaction,
and other taxes, regulatory fees, surcharges or other similar charges, but shall not include any income taxes or
similar taxes imposed on Seller’s revenues due to the sale of energy under this Agreement, which shall be Seller’s
responsibility.
d. Payment Terms. All amounts due under this Agreement shall be due and payable net thirty (30) days from receipt
of invoice. For any undisputed portion of the invoice amount not paid within the thirty (30) day period, late
payments and interest due shall be computed in accordance with the Prompt Payment Provisions of Section 179 of
the New York State Finance Law.
5. Environmental Attributes and Environmental Incentives.
Unless otherwise specified on Exhibit 1, Seller is the owner of all Environmental Attributes and Environmental Incentives
and is entitled to the benefit of all Tax Credits, and Purchaser’s purchase of electricity under this Agreement does not include
Environmental Attributes, Environmental Incentives or the right to Tax Credits or any other attributes of ownership and
operation of the System, all of which shall be retained by Seller. Purchaser shall cooperate with Seller in obtaining, securing
and transferring all Environmental Attributes and Environmental Incentives and the benefit of all Tax Credits, including by
using the electric energy generated by the System in a manner necessary to qualify for such available Environmental
Attributes, Environmental Incentives and Tax Credits. Purchaser shall not be obligated to incur any out–of–pocket costs or
expenses in connection with such actions unless reimbursed by Seller. If any Environmental Incentives are paid directly to
Purchaser, Purchaser shall immediately pay such amounts over to Seller. To avoid any conflicts with fair trade rules
regarding claims of solar or renewable energy use, Purchaser, if engaged in commerce and/or trade, shall submit to Seller for
approval any press releases regarding Purchaser’s use of solar or renewable energy and shall not submit for publication any
such releases without the written approval of Seller. Approval shall not be unreasonably withheld, and Seller’s review and
approval shall be made in a timely manner to permit Purchaser’s timely publication.
“Environmental Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever
entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventional
energy generation, including (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx),
nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2),
methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases
(GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,
to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; and (3) the
reporting rights related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits.
Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with
federal or state law, if applicable, and to a federal or state agency or any other party, and include Green Tag Reporting Rights
accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law,
regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not include
Environmental Incentives and Tax Credits. Purchaser and Seller shall file all tax returns in a manner consistent with this
Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credits,
renewable energy credits or certificates, emissions reduction credits, investment credits, emissions allowances, green tags,
tradeable renewable credits and Green-e® products.
“Environmental Incentives” means any and all credits, rebates, subsidies, payments or other incentives that relate to self–
generation of electricity, the use of technology incorporated into the System, environmental benefits of using the System, or
other similar programs available from the Utility, any other regulated entity, the manufacturer of any part of the System or
any Governmental Authority.
“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political
subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority,
body, agency, bureau or entity (including the Federal Energy Regulatory Commission or the New York State Public Service
Commission), or any arbitrator with authority to bind a party at law.
“Tax Credits” means any and all (i) investment tax credits, (ii) production tax credits and (iii) similar tax credits or grants
under federal, state or local law relating to the construction, ownership or production of energy from the System.
6.Conditions to Obligations.
a.Conditions to Seller’s Obligations.
Seller’s obligations under this Agreement are conditioned on the completion of the following conditions to Seller’s
reasonable satisfaction on or before the Condition Satisfaction Date:
i.Completion of a physical inspection of the Facility and the property upon which the Facility is located (the
“Premises”) including, if applicable, geotechnical work, and real estate due diligence to confirm the
suitability of the Facility and the Premises for the System;
ii.Approval of (A) this Agreement and (B) the Construction Agreement (if any) for the System by Seller’s
Financing Parties. “Construction Agreement” as used in this subsection means an agreement between
SolarCity and a subcontractor to install the System;
iii.Confirmation that Seller will obtain all applicable Environmental Incentives and Tax Credits;
iv.Receipt of all necessary zoning, land use and building permits;
v.Execution of all necessary agreements with the Utility for interconnection of the System to the Utility’s
electric distribution system; and
vi.Prior to Seller commencing construction and installation of the System, Purchaser shall give Seller proof of
insurance for all insurance required to be maintained by Purchaser under this Agreement.
b.Conditions to Purchaser’s Obligations.
i.Purchaser’s obligations under this Agreement are conditioned on the occurrence of the Commercial
Operation Date for the System on or before the Outside Commercial Operation Date (See Exhibit 1).
c.Failure of Conditions.
If any of the conditions listed in subsections a or b above are not satisfied by the applicable dates specified in those
subsections, the Parties will attempt in good faith to negotiate new dates for the satisfaction of the failed conditions. If the
parties are unable to negotiate new dates then the Party that has not failed to meet an obligation may terminate this
Agreement upon ten (10) days written notice to the other Party without liability for costs or damages or triggering a default
under this Agreement.
7.Seller’s Rights and Obligations.
a.Permits and Approvals. Seller, with Purchaser’s reasonable cooperation, shall use commercially reasonable efforts
to obtain, at its sole cost and expense:
i.any zoning, land use and building permits required to construct, install and operate the System; and
ii.any agreements and approvals from the Utility necessary in order to interconnect the System to the Utility’s
electric distribution system.
Purchaser shall cooperate with Seller’s reasonable requests to assist Seller in obtaining such agreements, permits and
approvals.
b.Standard System Repair and Maintenance. Seller shall construct and install the System at the Facility. During
the Term, Seller will operate and perform all routine and emergency repairs to, and maintenance of, the System at its
sole cost and expense, except for any repairs or maintenance resulting from Purchaser’s negligence, willful
misconduct or breach of this Agreement or the Site Lease (if applicable). Seller shall not be responsible for any
work done by others on any part of the System unless Seller authorizes that work in advance in writing. Seller shall
not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental
controls or improper operation or maintenance of the System by anyone other than Seller or Seller’s contractors. If
the System requires repairs for which Purchaser is responsible, Purchaser shall pay Seller for diagnosing and
correcting the problem at Seller or Seller’s contractors’ then current standard rates. Seller shall provide Purchaser
with reasonable notice prior to accessing the Facility to make standard repairs.
c.Non-Standard System Repair and Maintenance. If Seller incurs incremental costs to maintain the System due to
conditions at the Facility or due to the inaccuracy of any information provided by Purchaser and relied upon by
Seller, the pricing, schedule and other terms of this Agreement will be equitably adjusted to compensate for any
work in excess of normally expected work required to be performed by Seller. In such event, the Parties will
negotiate such equitable adjustment in good faith.
d.Breakdown Notice. Seller shall notify Purchaser within twenty-four (24) hours following Seller’s discovery of (i)
any material malfunction in the operation of the System or (ii) an interruption in the supply of electrical energy from
the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may
provide notice of such conditions requiring Seller’s repair or alteration at all times, twenty-four (24) hours per day,
including weekends and holidays. Purchaser shall notify Seller immediately upon the discovery of an emergency
condition affecting the System.
e.Suspension. Notwithstanding anything to the contrary herein, Seller shall be entitled to suspend delivery of
electricity from the System to the Delivery Point for the purpose of maintaining and repairing the System and such
suspension of service shall not constitute a breach of this Agreement; provided, that Seller shall use commercially
reasonable efforts to minimize any interruption in service to the Purchaser.
f.Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform
its obligations under this Agreement. However, Seller shall continue to be responsible for the quality of the work
performed by its contractors and subcontractors. If a list of pre-approved contractors and subcontractors is desired,
such list shall be scheduled on an appendix to this Exhibit. All contractors and subcontractors, other than those that
may be scheduled on an appendix to this Exhibit, shall be subject to Purchaser’s prior written consent, not to be
unreasonably withheld.
g.Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid charges from all
contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep
the Facility free and clear of any liens related to such charges, except for those liens which Seller is permitted by law
to place on the Facility following non-payment by Purchaser of amounts due under this Agreement. Seller shall
indemnify Purchaser for all claims, losses, damages, liabilities and expenses resulting from any liens filed against
the Facility or the Premises in connection with such charges; provided, however, that Seller shall have the right to
contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either
remove such lien from title to the Facility and the Premises or that assure that any adverse judgment with respect to
such lien will be paid without affecting title to the Facility and the Premises.
h.Separate Warranty.
i.The Limited Warranty that SolarCity will provide to Purchaser is a separate contract from this Agreement.
No rights provided to Purchaser by the Limited Warranty may be asserted under this Agreement. No
warranty is made in this Agreement. Therefore, any warranty claim must be made independently of this
Agreement under the Limited Warranty and will not affect Purchaser’s obligations under this Agreement.
ii.NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE SHALL APPLY UNDER THIS AGREEMENT. The remedies set
forth in this Agreement shall be Purchaser’s sole and exclusive remedies for any claim or liability arising
out of or in connection with this Agreement, whether arising in contract, tort (including negligence), strict
liability or otherwise.
8.Purchaser’s Rights and Obligations.
a.Facility Access Rights. Purchaser grants to Seller and to Seller’s agents, employees and contractors an irrevocable
non-exclusive license running with the Premises (the “License”) for access to, on, over, under and across the
Premises for the purposes of (a) installing, constructing, operating, owning, maintaining, accessing, removing and
replacing the System; (b) performing all of Seller’s obligations and enforcing all of Seller’s rights set forth in this
Agreement; and (c) installing, using and maintaining electric lines and equipment, including inverters and meters,
necessary to interconnect the System to Purchaser’s electric system at the Facility and/or to the Utility’s electric
distribution system or that otherwise may from time to time be useful or necessary in connection with the
construction, installation, operation, maintenance or repair of the System. Seller shall notify Purchaser prior to
entering the Facility except in situations where there is imminent risk of damage to persons or property. The term of
the License shall continue until the date that is one hundred and twenty (120) days following the date of expiration
or termination of this Agreement (the “License Term”). During the License Term, Purchaser shall ensure that
Seller’s rights under the License and Seller’s access to the Premises are preserved and protected and shall not
interfere with or permit any third parties to interfere with such rights or access. The grant of the License shall
survive termination of this agreement by either Party. Purchaser agrees that Seller, upon request to Purchaser, may
record a memorandum of license in the land records respecting the License in form and substance reasonably
acceptable to the Parties.
b.OSHA Compliance. Both parties shall ensure that all Occupational Safety and Health Act (OSHA) requirements
and other similar applicable safety laws or codes are adhered to in their performance under this Agreement.
c.Maintenance of Facility. Purchaser shall, at its sole cost and expense, maintain the Facility in good condition and
repair. Purchaser will ensure that the Facility remains interconnected to the local utility grid at all times and will not
permit cessation of electric service to the Facility from the local utility. Purchaser is fully responsible for the
maintenance and repair of the Facility’s electrical system and of all of Purchaser’s equipment that utilizes the
System’s outputs. Purchaser shall properly maintain in full working order all of Purchaser’s electric supply or
generation equipment that Purchaser may shut down while utilizing the System. Purchaser shall promptly notify
Seller of any matters of which it is aware pertaining to any damage to or loss of use of the System or that could
reasonably be expected to adversely affect the System.
d.No Alteration of Facility. Purchaser shall not make any alterations or repairs to the Facility which may adversely
affect the operation and maintenance of the System without Seller’s prior written consent. If Purchaser wishes to
make such alterations or repairs, Purchaser shall give prior written notice to Seller, setting forth the work to be
undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the
opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System,
but, notwithstanding any such advice, Purchaser shall be responsible for all damage to the System caused by
Purchaser or its contractors. To the extent that temporary disconnection or removal of the System is necessary to
perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser’s
alterations and repairs, shall be done by Seller or its contractors at Purchaser’s cost. All of Purchaser’s alterations
and repairs will be done in a good and workmanlike manner and in compliance with all applicable laws, codes and
permits.
e.Outages. Purchaser shall be permitted to be off line for a total of forty-eight (48) day light hours (each, a
“Scheduled Outage”) per calendar year during the Term, during which days Purchaser shall not be obligated to
accept or pay for electricity from the System; provided, however, that Purchaser must notify Seller in writing of
each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of a Scheduled Outage.
In the event that Scheduled Outages exceed a total of forty-eight (48) day light hours per calendar year or there are
unscheduled outages, in each case for a reason other than a Force Majeure event, Seller shall reasonably estimate the
amount of electricity that would have been delivered to Purchaser during such excess Scheduled Outages or
unscheduled outages and shall invoice Purchaser for such amount and any associated lost or recaptured
Environmental Incentives and lost sales (and penalties payments associated with the same) of associated
Environmental Attributes in accordance with Section 4. For avoidance of doubt, the forty-eight (48) hour period
shall include all Scheduled Outage hours allowed under any of the terms of this Agreement, including those
undertaken pursuant to Section 8(d).
f.Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or allow to exist any mortgage, pledge,
lien, charge, security interest, encumbrance or other claim of any nature on or with respect to the System or any
interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage, pledge,
lien, charge, security interest, encumbrance or other claim, shall promptly cause the same to be discharged and
released of record without cost to Seller, and shall indemnify Seller against all costs and expenses (including
reasonable attorneys’ fees) incurred in discharging and releasing any such mortgage, pledge, lien, charge, security
interest, encumbrance or other claim.
g.Security. Purchaser shall be responsible for using commercially reasonable efforts to maintain the physical security
of the Facility and the System against known risks and risks that should have been known by Purchaser. Purchaser
will not conduct activities on, in or about the Premises or the Facility that have a reasonable likelihood of causing
damage, impairment or otherwise adversely affecting the System.
h.Insolation. Purchaser understands that unobstructed access to sunlight (“Insolation”) is essential to Seller’s
performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and,
where possible, shall not in any way permit any interference with the System’s Insolation. If Purchaser becomes
aware of any activity or condition that could diminish the Insolation of the System, Purchaser shall notify Seller
immediately and shall cooperate with Seller in preserving the System’s existing Insolation levels. The Parties agree
that reducing Insolation would irreparably injure Seller, that such injury may not be adequately compensated by an
award of money damages, and that Seller is entitled to seek specific enforcement of this Section 8(h) against
Purchaser.
i.Breakdown Notice. Purchaser shall notify Seller within twenty-four (24) hours following the discovery by it of (A)
any material malfunction in the operation of the System; or (B) any occurrences that could reasonably be expected
to adversely affect the System. Purchaser shall notify Seller immediately upon (A) an interruption in the supply of
electrical energy from the System; or (B) the discovery of an emergency condition respecting the System. Purchaser
and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such
conditions requiring Seller’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and
holidays.
9.Change in Law.
“Change in Law” means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any
applicable law or regulation; (ii) the imposition of any material conditions on the issuance or renewal of any applicable
permit after the Effective Date of this Agreement (notwithstanding the general requirements contained in any applicable
Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar
legislation), or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority which in the case
of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or
maintaining the System, or other performance of the Seller’s obligations hereunder and which has a material adverse effect
on the cost to Seller of performing such obligations; provided, that a change in federal, state, county or any other tax law after
the Effective Date of this Agreement shall not be a Change in Law pursuant to this Agreement.
If any Change in Law occurs that has a material adverse effect on the cost to Seller of performing its obligations under this
Agreement, then the Parties shall, within thirty (30) days following receipt by Purchaser from Seller of notice of such Change
in Law, meet and attempt in good faith to negotiate amendments to this Agreement as are reasonably necessary to preserve
the economic value of this Agreement to both Parties. If the Parties are unable to agree upon such amendments within such
thirty (30) day period, then Seller shall have the right to terminate this Agreement without further liability to either Party
except with respect to payment of amounts accrued prior to termination.
10.Relocation of System.
If Purchaser ceases to conduct business operations at and/or vacates the Facility or is prevented from operating the System at
the Facility prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable
substitute premises located within the same Utility district as the terminated System or in a location with similar Utility rates
and Insolation. Purchaser shall provide written notice at least sixty (60) days but not more than one hundred eighty (180)
days prior to the date that it wants to make this substitution. In connection with such substitution, Purchaser shall execute an
amended agreement that shall have all of the same terms as this Agreement except for the (i) Effective Date; (ii) License,
which will be amended to grant rights in the real property where the System relocated to; and (iii) Term, which will be the
remainder of the Term of this Agreement and such amended agreement shall be deemed to be a continuation of this
Agreement without termination. Purchaser shall also provide any new Purchaser, owner, lessor or mortgagee consents or
releases required by Seller or Seller’s Financing Parties in connection with the substitute facility. Purchaser shall pay all
costs associated with relocation of the System, including all costs and expenses incurred by or on behalf of Seller in
connection with removal of the System from the Facility and installation and testing of the System at the substitute facility
and all applicable interconnection fees and expenses at the substitute facility, as well as costs of new title search and other
out-of-pocket expenses connected to preserving and refiling the security interests of Seller’s Financing Parties in the System.
Seller shall reasonably estimate the amount of electricity that would have been delivered to Purchaser during the period of
time the System is not in operation due to the relocation and shall invoice Purchaser for such amount and any associated lost
or recaptured Environmental Incentives and lost sales (and penalties payments associated with the same) of associated
Environmental Attributes in accordance with Section 4. Seller shall remove the System from the vacated Facility prior to the
termination of Purchaser’s ownership, lease or other rights to use such Facility. Seller will not be required to restore the
Facility to its prior condition but shall promptly pay Purchaser for any damage caused by Seller during removal of the
System, but not for normal wear and tear. If the substitute facility has inferior Insolation as compared to the original Facility,
Seller shall have the right to make an adjustment to Exhibit 1 such that Purchaser’s payments to Seller are the same as if the
System were located at the original Facility. If Purchaser is unable to provide such substitute facility and to relocate the
System as provided, any early termination will be treated as a default by Purchaser.
11.Removal of System at Expiration.
Upon the expiration or earlier termination of this Agreement (provided Purchaser does not exercise its purchase option),
Seller shall, at its expense, remove all of its tangible property comprising the System from the Facility on a mutually
convenient date, but in no event later than ninety (90) days after the expiration of the Term. Excluding ordinary wear and
tear, the Facility shall be returned to its original condition including the removal of System mounting pads or other support
structures. In no case shall Seller’s removal of the System affect the integrity of Purchaser’s roof, which shall be as leak
proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Seller shall
leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by
such agreed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore
the Facility to its original condition (other than ordinary wear and tear) at Seller’s cost. Purchaser shall provide sufficient
space for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew
vehicles and temporary construction trailers and facilities reasonably necessary during System removal.
12.Measurement.
Electricity delivered to the Facility shall be measured by the SolarGuard monitoring system installed and maintained by
Seller as part of the System.
13.Default, Remedies and Damages.
a.Default. Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances
listed below shall be deemed a “Defaulting Party” and each event of default shall be a “Default Event”:
(1) failure of a Party to pay any amount due and payable under this Agreement, other than an amount
that is subject to a good faith dispute, within ten (10) days following receipt of written notice from
the other Party (the “Non-Defaulting Party”) of such failure to pay (“Payment Default”);
(2) failure of a Party to substantially perform any other material obligation under this Agreement
within thirty (30) days following receipt of written notice from the Non-Defaulting Party
demanding such cure; provided, that such thirty (30) day cure period shall be extended (but not
beyond ninety (90) days) if and to the extent reasonably necessary to cure the Default Event, if (i)
the Defaulting Party initiates such cure with the thirty (30) day period and continues such cure to
completion and (ii) there is no material adverse affect on the Non-Defaulting Party resulting from
the failure to cure the Default Event;
(3) if any representation or warranty of a Party proves at any time to have been incorrect in any
material respect when made and is material to the transactions contemplated hereby, if the effect
of such incorrectness is not cured within thirty (30) days following receipt of written notice from
the Non-Defaulting Party demanding such cure;
(4) Purchaser loses its rights to occupy and enjoy the Premises;
(5) a Party, or its guarantor, becomes insolvent or is a party to a bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general
assignment for the benefit of creditors or other similar arrangement or any event occurs or
proceedings are taken in any jurisdiction with respect to the Party which has a similar effect (or, if
any such actions are initiated by a third party, such action(s) is(are) not dismissed within ninety
(90) days); or
(6) Purchaser prevents Seller from installing the System or otherwise failing to perform in a way that
prevents the delivery of electric energy from the System. Such Default Event shall not excuse
Purchaser’s obligations to make payments that otherwise would have been due under this
Agreement.
b.Remedies.
(1) Remedies for Payment Default. If a Payment Default occurs, the Non-Defaulting Party may
suspend performance of its obligations under this Agreement. Further, the Non-Defaulting Party
may pursue any remedy under this Agreement, at law or in equity, including an action for damages
and termination of this Agreement, upon five (5) days prior written notice to the Defaulting Party
following the Payment Default.
(2) Remedies for Other Defaults. On the occurrence of a Default Event other than a Payment Default,
the Non-Defaulting Party may pursue any remedy under this Agreement, at law or in equity,
including an action for damages and termination of this Agreement or suspension of performance
of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting
Party following the occurrence of the Default Event. Nothing herein shall limit either Party’s right
to collect damages upon the occurrence of a breach or a default by the other Party that does not
become a Default Event. If Purchaser terminates this contract without cause prior to System
Installation a $5,000 design cancellation fee shall also apply in addition to any other remedy
available to Seller.
(3) Damages Upon Termination by Default. Upon a termination of this Agreement by the Non-
Defaulting Party as a result of a Default Event by the Defaulting Party, the Defaulting Party shall
pay a Termination Payment to the Non-Defaulting Party determined as follows (the “Termination
Payment”):
A. Purchaser. If Purchaser is the Defaulting Party and Seller terminates this Agreement, the
Termination Payment to Seller shall be equal to the sum of (i) reasonable compensation,
on a net after tax basis assuming a tax rate of 35%, for the loss or recapture of (A) the
investment tax credit equal to thirty percent (30%) of the System value; and (B) MACRS
accelerated depreciation equal to eighty five percent (85%) of the System value, (C) loss
of any Environmental Attributes or Environmental Incentives that accrue or are otherwise
assigned to Seller pursuant to the terms of this Agreement (Seller shall furnish Purchaser
with a detailed calculation of such compensation if such a claim is made), (D) other
financing and associated costs not included in (A), (B) and (C), (ii) the net present value
of the projected payments (using a discount rate of 9%) over the Term post-termination,
had the Term remained effective for the full Initial Term, (iii) removal costs as provided
in Section 13(b)(3)(C) and (iv) any and all other amounts previously accrued under this
Agreement and then owed by Purchaser to Seller. The Parties agree that actual damages
to Seller in the event this Agreement terminates prior to the expiration of the Term as the
result of a Default Event by Purchaser would be difficult to ascertain, and the applicable
Termination Payment is a reasonable approximation of the damages suffered by Seller as
a result of early termination of this Agreement. The Termination Payment shall not be
less than zero.
B. Seller. If Seller is the Defaulting Party and Purchaser terminates this Agreement, the
Termination Payment to Purchaser shall be equal to the sum of (i) the present value
(using a discount rate of 9%) of the excess, if any, of the reasonably expected cost of
electric energy from the Utility over the Contract Price for the reasonably expected
production of the System for the remainder of the Initial Term or the then current
Additional Term, as applicable; (ii) all costs reasonably incurred by Purchaser in re-
converting its electric supply to service from the Utility; (iii) any removal costs incurred
by Purchaser, and (iv) any and all other amounts previously accrued under this
Agreement and then owed by Seller to Purchaser. The Termination Payment shall not be
less than zero.
C. Obligations Following Termination. If a Non-Defaulting Party terminates this
Agreement pursuant to this Section 13(b), then following such termination, Seller shall,
at the sole cost and expense of the Defaulting Party, remove the equipment (except for
mounting pads and support structures) constituting the System. The Non-Defaulting
Party shall take all commercially reasonable efforts to mitigate its damages as the result
of a Default Event.
14.Representations and Warranties.
a.General Representations and Warranties. Each Party represents and warrants to the other the following:
(1) Such Party is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation; the execution, delivery and performance by such Party of this
Agreement have been duly authorized by all necessary corporate, partnership or limited liability
company action, as applicable, and do not and shall not violate any law; and this Agreement is
valid obligation of such Party, enforceable against such Party in accordance with its terms (except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to creditors’ rights generally).
(2) Such Party has obtained all licenses, authorizations, consents and approvals required by any
Governmental Authority or other third party and necessary for such Party to own its assets, carry
on its business and to execute and deliver this Agreement; and such Party is in compliance with all
laws that relate to this Agreement in all material respects.
b. Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller the following:
(1) License. Purchaser has title to or a leasehold or other property interest in the Premises. Purchaser
has the full right, power and authority to grant the License contained in Section 8(a). Such grant
of the License does not violate any law, ordinance, rule or other governmental restriction
applicable to Purchaser or the Facility and is not inconsistent with and will not result in a breach
or default under any agreement by which Purchaser is bound or that affects the Facility. If
Purchaser does not own the Premises or Facility, Purchaser has obtained all required consents
from the owner of the Premises and/or Facility to grant the License and enter into and perform its
obligations under this Agreement.
(2) Other Agreements. Neither the execution and delivery of this Agreement by Purchaser nor the
performance by Purchaser of any of its obligations under this Agreement conflicts with or will
result in a breach or default under any agreement or obligation to which Purchaser is a party or by
which Purchaser or the Facility is bound.
(3) Accuracy of Information. All information provided by Purchaser to Seller, as it pertains to the
Facility’s physical configuration, Purchaser’s planned use of the Facility, and Purchaser’s
estimated electricity requirements, is accurate in all material respects.
(4) Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not
subject to regulation as a public utility or a public utility holding company.
(5) No Pool Use. No electricity generated by the System will be used to heat a swimming pool.
15. System and Facility Damage and Insurance.
a. System and Facility Damage.
(1) Seller’s Obligations. If the System is damaged or destroyed other than by Purchaser’s gross
negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre-
existing condition; provided, however, that if more than fifty percent (50%) of the System is
destroyed during the last five (5) years of the Initial Term or during any Additional Term, Seller
shall not be required to restore the System, but may instead terminate this Agreement, unless
Purchaser agrees (i) to pay for the cost of such restoration of the System or (ii) to purchase the
System “AS-IS” at the greater of (A) then current fair market value of the System and (B) the sum
of the amounts described in Section 13.b(3)A)(i) (using the date of purchase to determine the
appropriate Contract Year) and Section 13.b(3)A)(iii).
(2) Purchaser’s Obligations. If the Facility is damaged or destroyed by casualty of any kind or any
other occurrence other than Seller’s gross negligence or willful misconduct, such that the
operation of the System and/or Purchaser’s ability to accept the electric energy produced by the
System are materially impaired or prevented, Purchaser shall promptly repair and restore the
Facility to its pre-existing condition; provided, however, that if more than 50% of the Facility is
destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser
may elect either (i) to restore the Facility or (ii) to pay the Termination Payment and all other costs
previously accrued but unpaid under this Agreement and thereupon terminate this Agreement.
b. Insurance Coverage. At all times during the Term, Seller and Purchaser shall maintain the following insurance:
i. Seller’s Insurance. Seller shall maintain (i) property insurance on the System for the replacement cost
thereof, (ii) commercial general liability insurance with coverage of at least $1,000,000 per occurrence and
$2,000,000 annual aggregate, (iii) employer’s liability insurance with coverage of at least $1,000,000 and
(iv) workers’ compensation insurance as required by law.
ii. Purchaser’s Insurance. Purchaser shall maintain commercial general liability insurance with coverage of at
least $1,000,000 per occurrence and $2,000,000 annual aggregate.
c. Policy Provisions. All insurance policies provided hereunder, except where municipalities are self-insured, shall (i)
contain a provision whereby the insurer agrees to give the party not providing the insurance thirty (30) days (ten (10)
days in the event of non-payment of premiums) written notice before the insurance is cancelled, or terminated, (ii)
be written on an occurrence basis, iii) be maintained with companies either rated no less than A-VII as to Policy
Holder’s Rating in the current edition of A.M. Best’s Insurance Guide or otherwise reasonably acceptable to the
other party.
d. Certificates. Upon the other Party’s request each Party shall deliver the other Party certificates of insurance
evidencing the above required coverage. A Party’s receipt, review or acceptance of such certificate shall in no way
limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement.
e. Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each
Party shall be responsible for the payment of its own deductibles.
16. Ownership; Option to Purchase.
a. Ownership of System. Throughout the Term, Seller shall be the legal and beneficial owner of the System at all
times, including all Environmental Attributes, and the System shall remain the personal property of Seller and shall
not attach to or be deemed a part of, or fixture to, the Facility or the Premises. Each of the Seller and Purchaser
agree that the Seller is the tax owner of the System and all tax filings and reports will be filed in a manner consistent
with this Agreement. The System shall at all times retain the legal status of personal property as defined under
Article 9 of the Uniform Commercial Code. Purchaser covenants that it will use commercially reasonable efforts to
place all parties having an interest in or a mortgage, pledge, lien, charge, security interest, encumbrance or other
claim of any nature on the Facility or the Premises on notice of the ownership of the System and the legal status or
classification of the System as personal property. If there is any mortgage or fixture filing against the Premises
which could reasonably be construed as prospectively attaching to the System as a fixture of the Premises, Purchaser
shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Premises, Purchaser
consents to the filing of a disclaimer of the System as a fixture of the Premises in the office where real estate records
are customarily filed in the jurisdiction where the Facility is located. If Purchaser is not the fee owner, Purchaser
will obtain such consent from such owner. For the avoidance of doubt, in either circumstance Seller shall file such
disclaimer. Upon request, Purchaser agrees to deliver to Seller a non-disturbance agreement in a form reasonably
acceptable to Seller from the owner of the Facility (if the Facility is leased by Purchaser), any mortgagee with a lien
on the Premises, and other Persons holding a similar interest in the Premises. To the extent that Purchaser does not
own the Premises or Facility, Purchaser shall provide to Seller immediate written notice of receipt of notice of
eviction from the Premises or Facility or termination of Purchaser’s lease of the Premises and/or Facility.
b. Option to Purchase. At the end of the sixth (6th) and tenth (10th) Contract Years and at the end of the Initial Term
and each Additional Term, so long as Purchaser is not in default under this Agreement, Purchaser may purchase the
System from Seller on any such date for a purchase price equal to the Fair Market Value of the System. The “Fair
Market Value” of the System shall be determined by mutual agreement of Purchaser and Seller; provided, however,
if Purchaser and Seller cannot agree to a Fair Market Value within thirty (30) days after Purchaser has exercised its
option, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the
solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably
and in good faith to determine the Fair Market Value of the System on an installed basis and shall set forth such
determination in a written opinion delivered to the Parties; provided that in no event shall the Fair Market Value be
less than the aggregate of the amounts calculated under Sections 13(b)(3)(A)(ii) and (iv) as of the date of System
title transfer. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or
manifest error. The costs of the appraisal shall be borne by the Parties equally. Purchaser must provide a
notification to Seller of its intent to purchase at least ninety (90) days and not more than one hundred eighty (180)
days prior to the end of the applicable Contract Year or the Initial Term or Additional Term, as applicable, and the
purchase shall be complete prior to the end of the applicable Contract Year or the Initial Term or Additional Term,
as applicable. Upon purchase of the System, Purchaser will assume complete responsibility for the operation and
maintenance of the System and liability for the performance of the System, and Seller shall have no further liabilities
or obligations hereunder.
17.Indemnification and Limitations of Liability.
a.General. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and the
directors, officers, shareholders, partners, members, agents and employees of such other Party, and the respective
affiliates of each thereof (collectively, the “Indemnified Parties”), from and against all loss, damage, expense,
liability and other claims, including court costs and reasonable attorneys’ fees (collectively, “Liabilities”) resulting
from any third party actions relating to the breach of any representation or warranty set forth in Section 14 and from
injury to or death of persons, and damage to or loss of property to the extent caused by or arising out of the negligent
acts or omissions of, or the willful misconduct of, the Indemnifying Party (or its contractors, agents or employees) in
connection with this Agreement; provided, however, that nothing herein shall require the Indemnifying Party to
indemnify the Indemnified Party for any Liabilities to the extent caused by or arising out of the negligent acts or
omissions of, or the willful misconduct of, the Indemnified Party. This Section 17(a) however, shall not apply to
liability arising from any form of hazardous substances or other environmental contamination, such matters being
addressed exclusively by Section 17(c).
b.Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written
notice with respect to any Liability asserted by a third party (a “Claim”), as soon as possible upon the receipt of
information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the
defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and
reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if
both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available
to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such
separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the
sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to
assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this
Section 17(b) unless it has obtained the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 17(b) for any
Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party.
c.Environmental Indemnification. Seller shall indemnify, defend and hold harmless all of Purchaser’s Indemnified
Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the
Premises of any Hazardous Substance (as defined in Section 17(c)(i)) to the extent deposited, spilled or otherwise
caused by Seller or any of its contractors or agents. Purchaser shall indemnify, defend and hold harmless all of
Seller’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above,
below or near the Premises of any Hazardous Substance, except to the extent deposited, spilled or otherwise caused
by Seller or any of its contractors or agents. Each Party shall promptly notify the other Party if it becomes aware of
any Hazardous Substance on or about the Premises generally or any deposit, spill or release of any Hazardous
Substance.
i.“Hazardous Substance” means any chemical, waste or other substance (a) which now or hereafter
becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,”
“toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any
laws pertaining to the environment, health, safety or welfare, (b) which is declared to be hazardous, toxic,
or polluting by any Governmental Authority, (c) exposure to which is now or hereafter prohibited, limited
or regulated by any Governmental Authority, (d) the storage, use, handling, disposal or release of which is
restricted or regulated by any Governmental Authority, or (e) for which remediation or cleanup is required
by any Governmental Authority.
d.Limitations on Liability.
i.No Consequential Damages. Neither Party nor its directors, officers, shareholders, partners, members,
agents and employees subcontractors or suppliers shall be liable for any indirect, special, incidental,
exemplary, or consequential loss or damage of any nature arising out of their performance or non-
performance hereunder even if advised of such.
ii.Actual Damages. Seller’s aggregate liability under this Agreement arising out of or in connection with the
performance or non-performance of this Agreement shall not exceed the total payments made (or, as
applicable, projected to be made) by Purchaser under this Agreement. The provisions of this Section
(17)(d)(ii) shall apply whether such liability arises in contract, tort (including negligence), strict liability or
otherwise.
iii.Any action by either party against the other must be brought within one (1) year after the cause of action
accrues.
18.Force Majeure.
a.“Force Majeure” means any event or circumstances beyond the reasonable control of and without the fault or
negligence of the Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the
production, delivery or acceptance of electricity due to: an act of God; war (declared or undeclared); sabotage; riot;
insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil
strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of
the elements; hurricane; flood; lightning; wind; drought; the binding order of any Governmental Authority (provided
that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any
Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability
of electricity from the utility grid, equipment, supplies or products (but not to the extent that any such availability of
any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable
diligence); and failure of equipment not utilized by or under the control of the Party claiming Force Majeure.
b.Except as otherwise expressly provided to the contrary in this Agreement, if either Party is rendered wholly or partly
unable to timely perform its obligations under this Agreement because of a Force Majeure event, that Party shall be
excused from the performance affected by the Force Majeure event (but only to the extent so affected) and the time
for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party
affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence
of the claimed Force Majeure event, gives the other Party prompt oral notice, followed by a written notice
reasonably describing the event; (ii) the suspension of or extension of time for performance is of no greater scope
and of no longer duration than is required by the Force Majeure event; and (iii) the Party affected by such Force
Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably
possible. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure
event.
c.Notwithstanding anything herein to the contrary, the obligation to make any payment due under this Agreement
shall not be excused by a Force Majeure event that impacts Purchaser’s ability to make payment.
d.If a Force Majeure event continues for a period of one hundred (180) days or more within a twelve (12) month
period and prevents a material part of the performance by a Party hereunder, the Party not claiming the Force
Majeure shall have the right to terminate this Agreement without fault or further liability to either Party (except for
amounts accrued but unpaid).
19.Assignment and Financing.
a.Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written
consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, Seller may, without the prior written consent of Purchaser, (i) assign, mortgage, pledge or otherwise
collaterally assign its interests in this Agreement to any Financing Party, (ii) directly or indirectly assign this
Agreement to an affiliate of Seller, (iii) assign this Agreement to any entity through which Seller is obtaining
financing or capital for the System and (iv) assign this Agreement to any person succeeding to all or substantially all
of the assets of Seller (provided that Seller shall be released from liability hereunder as a result of any of the
foregoing permitted assignments only upon assumption of Seller’s obligations hereunder by the assignee).
Purchaser’s consent to any other assignment shall not be unreasonably withheld if Purchaser has been provided with
reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining
photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by
this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by
this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the
benefit of the successors and permitted assignees.
b.Financing. The Parties acknowledge that Seller may obtain construction and long-term financing or other credit
support from lenders or third parties (including tax equity or similar investors) (“Financing Parties”) in connection
with the installation, construction, ownership, operation and maintenance of the System. Both Parties agree in good
faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the
Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. The
Parties also agree that Seller may assign this Agreement to the Financing Parties as collateral, and in connection
with any such assignment, Purchaser agrees to execute a consent to assignment in customary form and reasonably
acceptable to the Financing Parties.
20.Confidentiality and Publicity.
a.Confidentiality. If either Party provides confidential information, including business plans, strategies, financial
information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information
regarding the design, operation and maintenance of the System or of Purchaser’s business (“Confidential
Information”) to the other or, if in the course of performing under this Agreement or negotiating this Agreement a
Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a)
protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own
confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the
negotiation and performance of this Agreement. Notwithstanding the above, a Party may provide such Confidential
Information to its, officers, directors, members, managers, employees, agents, contractors and consultants
(collectively, “Representatives”), and affiliates, lenders, and potential assignees of this Agreement (provided and
on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and
disclosure of Confidential Information), in each case whose access is reasonably necessary to the negotiation and
performance of this Agreement. Each such recipient of Confidential Information shall be informed by the Party
disclosing Confidential Information of its confidential nature and shall be directed to treat such information
confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to
the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential
Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential
Information for purposes of this Section 20(a), except as set forth in Section 20(b). All Confidential Information
shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the
receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the
disclosing Party would be irreparably injured by a breach of this Section 20(a) by the receiving Party or its
Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing
Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific
performance, in the event of a breach of the provision of this Section 20(a). To the fullest extent permitted by
applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 20(a),
but shall be in addition to all other remedies available at law or in equity.
b.Permitted Disclosures. Notwithstanding any other provision in this Agreement, neither Party shall be required to
hold confidential any information that (i) becomes publicly available other than through the receiving Party, (ii) is
required to be disclosed to or by a Governmental Authority under applicable law or pursuant to a validly issued
subpoena (but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such
requirement to the extent permitted by applicable law), (iii) is independently developed by the receiving Party or (iv)
becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality.
If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent
permitted by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of
such required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum
extent permitted by law.
21.Goodwill and Publicity. Neither Party shall use any name, trade name, service mark or trademark of the other Party in any
promotional or advertising material without the prior written consent of such other Party. The Parties shall coordinate and
cooperate with each other when making public announcements related to the execution and existence of this Agreement, and
each Party shall have the right to promptly review, comment upon and approve any publicity materials, press releases or
other public statements by the other Party that refer to, or that describe any aspect of, this Agreement. Neither Party shall
make any press release or public announcement of the specific terms of this Agreement (except for filings or other statements
or releases as may be required by applicable law) without the specific prior written consent of the other Party. Without
limiting the generality of the foregoing, all public statements must accurately reflect the rights and obligations of the Parties
under this Agreement, including the ownership of Environmental Attributes and Environmental Incentives and any related
reporting rights.
22.General Provisions
a.Choice of Law. The law of the state where the System is located shall govern this Agreement without giving effect
to conflict of laws principles.
b.Arbitration and Attorneys’ Fees. Any dispute arising from or relating to this Agreement shall be arbitrated in
New York State. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration
Rules and Procedures, and judgment on any award may be entered in any court of competent jurisdiction. If the
Parties agree, a mediator may be consulted prior to arbitration. The prevailing party in any dispute arising out of this
Agreement shall be entitled to reasonable attorneys’ fees and costs.
c.Notices. All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile
transmission, electronic mail, overnight courier, or regular, certified, or registered mail, return receipt requested, and
deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised
delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. Notices shall be sent to
the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either
party may specify in writing. Each party shall deem a document faxed, emailed or electronically sent in PDF form
to it as an original document.
d.Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this
Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section
4 (Representations and Warranties), Section 7(h) (No Warranty), Section 15(b) (Insurance Coverage), Section 17
(Indemnification and Limits of Liability), Section 20 (Confidentiality and Publicity), Section 22(a) (Choice of Law),
Section 22 (b) (Arbitration and Attorneys’ Fees), Section 22(c) (Notices), Section 22 (g) (Comparative Negligence),
Section 22(h) (Non-Dedication of Facilities), Section 22(j) (Service Contract), Section 22(k) (No Partnership)
Section 22(l) (Full Agreement, Modification, Invalidity, Counterparts, Captions) and Section 22(n) (No Third Party
Beneficiaries).
e.Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any
instruments and documents and to take such other actions as may be necessary or reasonably requested by the other
Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of
obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the
intent of this Agreement.
f.Right of Waiver. Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the
requirements to which the other Party is subject under this Agreement at any time; provided, however that neither
Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing
and signed by the waiving Party. No waiver will be implied by any usage of trade, course of dealing or course of
performance. A Party’s exercise of any rights hereunder shall apply only to such requirements and on such
occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other
obligations not so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a
waiver. No exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of
any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise, or any partial
exercise of, its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or
remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and
shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a waiver of future
performance.
g.Comparative Negligence. It is the intent of the Parties that where negligence is determined to have been joint,
contributory or concurrent, each Party shall bear the proportionate cost of any Liability.
h.Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or
equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the
other Party, or other Party’s facilities or equipment, to the jurisdiction of any Governmental Authority as a public
utility or similar regulated entity. Neither Party shall assert in any proceeding before a court or regulatory body that
the other Party is a public utility by virtue of such other Party’s performance under this agreement. If Seller is
reasonably likely to become subject to regulation as a public utility, then the Parties shall use all reasonable efforts
to restructure their relationship under this Agreement in a manner that preserves their relative economic interests
while ensuring that Seller does not become subject to any such regulation. If the Parties are unable to agree upon
such restructuring, Seller shall have the right to terminate this Agreement without further liability, and Seller shall
remove the System in accordance with Section 11 of this Agreement.
i.Estoppel. Either Party hereto, without charge, at any time and from time to time, within five (5) business days after
receipt of a written request by the other party hereto, shall deliver a written instrument, duly executed, certifying to
such requesting party, or any other person specified by such requesting Party: (i) that this Agreement is unmodified
and in full force and effect, or if there has been any modification, that the same is in full force and effect as so
modified, and identifying any such modification; (ii) whether or not to the knowledge of any such party there are
then existing any offsets or defenses in favor of such party against enforcement of any of the terms, covenants and
conditions of this Agreement and, if so, specifying the same and also whether or not to the knowledge of such party
the other party has observed and performed all of the terms, covenants and conditions on its part to be observed and
performed, and if not, specifying the same; and (iii) such other information as may be reasonably requested by the
requesting Party. Any written instrument given hereunder may be relied upon by the recipient of such instrument,
except to the extent the recipient has actual knowledge of facts contained in the certificate.
j.Service Contract. The Parties intend this Agreement to be a “service contract” within the meaning of Section
7701(e)(3) of the Internal Revenue Code of 1986. Purchaser will not take the position on any tax return or in any
other filings suggesting that it is anything other than a purchase of electricity from the System.
k.No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership, trust,
joint venture, fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the
other Party, and neither shall be considered the agent of the other.
l.Full Agreement, Modification, Invalidity, Counterparts, Captions. This Agreement, together with any Exhibits,
completely and exclusively states the agreement of the parties regarding its subject matter and supersedes all prior
proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter.
This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is
found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or
invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be
executed in any number of separate counterparts and each counterpart shall be considered an original and together
shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and
shall not be considered in interpreting this Agreement.
m.Forward Contract. The transaction contemplated under this Agreement constitutes a “forward contract” within the
meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a
“forward contract merchant” within the meaning of the United States Bankruptcy Code.
n.No Third Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement and all rights
hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part
of, or obligations to, any other Person.
o.Bonds. Notwithstanding any language to the contrary in this Agreement and solely to the extent a performance
and/or payment bond is being issued to Purchaser:
i.Performance bond liability. Any performance bond issued for a site or system will cease one (1) year from
the completion of construction. If a warranty or guarantee is provided under the terms of this Agreement, the
balance of any warranty or guarantee beyond one year term of the applicable performance bond shall
continue to be guaranteed solely by Seller under the terms of this Agreement. The performance bond does
not guarantee any property restorative requirements.
ii.Payment bond liability. Any payment bond issued will cease at the termination of any time required by law.
iii.Performance Guarantee. Neither payment bonds, whether for labor or materials, nor performance bonds are
applicable to any specified performance guarantee.
End of Exhibit 4
4.Finance, Budget, and Appropriations
.1 Lake Street Public Park Enhancements-Resolution
WHEREAS, Currently, the City of Ithaca Department of Public Works has undertaken a project
to rehabilitate Lake Street Bridge over Fall Creek, and
WHEREAS, the project for the rehabilitation of the Lake Street Bridge Over Six Mile Creek,
P.I.N. 375534(“the Project”) is eligible for funding under Title 23 U.S. Code as administered by
the Federal Highway Administration (FHWA) that provides for reimbursement of up to 80% of
expenditures incurred by the City for rehabilitation of the bridge, and
WHEREAS, the City of Ithaca established Capital Project #791 for the Project in the amount of
$1,464,250, and
WHEREAS, Department of Public Works Staff recommends Lake Street Public Park safety
improvements and aesthetic enhancements( the “Enhancements”) to the existing public park
located at Southeast corner of Lake Street Bridge over Fall Creek, and
WHEREAS, the Enhancements are not included in the project budget and is not eligible for
reimbursement by the FHWA, and
WHEREAS, the estimated additional cost to implement the Enhancements is $195,000, and
WHEREAS, the Enhancements will be eligible for funding from various sources, and
WHEREAS, the Department of Public Works has received approval for $30,000 in the matching
funds from Ithaca Urban Renewal Agency-Community Development Block Grant, and
WHEREAS, the Department of Public Works can charge a portion of eligible cost against the
City’s Sidewalk Program, and
WHEREAS, the Enhancements will be eligible to apply for funding from Tompkins County
Tourism Capital Grant program in 2015, now therefore be it
RESOLVED, That, Common Council Authorizes Public Works Staff to undertake said
enhancements as part of Lake Street Bridge Rehabilitation Project, and therefore be it further
RESOLVED, That, Common Council here by approves an increase of Capital Project #791,
Lake Street Bridge Rehabilitation Project by an amount not to exceed $195,000, for a total
project authorization of $1,659,250, and be it further
RESOLVED, That funds needed for said amendment shall be derived from $30,000 in IURA
block grants, sidewalk program funds, possible tourism capital grant and the issuance of Serial
Bonds.
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CITY OF ITHACA
108 East Green Street, Ithaca, New York 14850-6590
OFFICE OF THE CITY ENGINEER
Telephone: 607/274-6530 Fax: 607/274-6587
MEMORANDUM
TO: City Administration Committee (CA)
FROM: Addisu Gebre- Bridge System Engineer
DATE: November 19, 2014
RE: Lake Street Public Park Enhancements
This memo is intended to provide information regarding proposed Lake Street Public Park
Enhancements.
Lake Street Public Park Enhancements (“the Enhancements”) proposes safety improvements and
aesthetic enhancements to Lake St. Bridge Public Park including safe pedestrian trail and stairs
to adjacent Fall Creek-Ithaca Falls. Currently, the City of Ithaca Department of Public Works has
undertaken a project to rehabilitate Lake Street Bridge over Fall Creek and the Enhancements
will be coordinated with Lake St. Bridge Rehabilitation Project (CP#791- Federal-Aid Project ).
The Enhancements will likely include the following components:
•New stairway construction down to Fall Creek;
•Plaza Landscape Enhancement;
•Bike racks installation;
•Ornamental steel picket fence extension;
•Construction of a new section of sidewalk;
•Interpretive signage installation;
•Addition of plantings;
•Installation of Landscape Bollards; and
•Construction of new streetscape features at Lake Street intersection such as crosswalks
and handicap access ramps.
Expected Benefits to Results from the Enhancements are:
•Safety improvements in the area;
•Increase in number of visitors/end-users;
•Contribution to the local economy; and
•Achieving local/State/Federal Environmental and Public Park Standards;
CA Item #4.1
Project Costs and Funding:
The total estimated project cost is $195,000 and project funding will be derived from Ithaca
Urban Renewal Agency (IURA)-Community Development Block Grant and City of Ithaca serial
bond financing. (With possible additional funding from City of Ithaca Sidewalk Program and
Tompkins County Tourism Capital Grant Program).
IURA-Community Development Block Grant provides $30,000 in the matching funds and
$165,000 is expected from City of Ithaca serial bond financing.
Implementation Schedule:
Data Collection & Analysis: January,2015
Preliminary Design: February, 2015
Detail Design:April,2015
Construction: September,2015
If you have any questions, please contact me at (607) 274-6530 or agebre@cityofithaca.org
CA Item #4.1
4.Finance, Budget, and Appropriations
.2 Department of Public Works - Amendment to Personnel Roster – Modification of Work
Hours for a Position in the Ithaca Area Wastewater Treatment Facility (IAWWTF)
WHEREAS, to provide adequate administrative support to the Ithaca Area Wastewater
Treatment Facility (IAWWTF) the Water and Sewer Division of the City of Ithaca Department
of Public Works requested and received an increase in the workweek of an Administrative
Coordinator from twenty (20) hours/week to thirty (30) hours/week. This was accomplished by
resolution of item 8.5 of the Common Council Agenda on September 5, 2012, and
WHEREAS, the IAWWTF the Water and Sewer Division of the City of Ithaca Department of
Public Works again requested and received an increase in the workweek of an Administrative
Coordinator from thirty (30) hours/week to thirty five (35) hours/week. This was accomplished
by resolution of item 8.3 of the Common Council Agenda on February 12, 2014, and
WHEREAS, it is again our experience over the time period of February 19, 2014, to date that
this position demands no less than forty (40) hours/week, and
WHEREAS, this short fall in Administrative support stems from the fact that prior to August 11,
2012, the Water & Sewer Division had four (4) administrative personnel funded on our roster
including 1-Administrative Coordinator (20-hrs/wk), 1-Administrative Assistant (40-hrs/wk),
and 2-Financial Management Assistants (40-hrs/wk each). Subsequent to August 11, 2012, we
have only the Administrative Coordinator, and 2-Financial Management Assistants. With the
budget constraints for 2013 we opted to increase the hours of the Administrative Coordinator
rather than fill the vacant Administrative Assistant position, and
WHEREAS, to allow the Water & Sewer Division the personnel time resources to cover the
administrative needs of the IAWWTF, our Water Treatment Plant, and the Water & Sewer
Division’s main office now therefore, be it
RESOLVED, That the workweek of one Administrative Coordinator position in the Water and
Sewer Division of the Department of Public Works be and hereby is increased from thirty five
(35) hours/week to forty (40) hours/week starting January 1, 2015, and be it further
RESOLVED, That for the sole purpose of determining days worked reportable to the New York
State and Local Employees’ Retirement System, the standard workday for this position shall be
established at eight (8) hours per day (forty (40) hours per week), and be it further
RESOLVED, That said roster amendment has been funded for within the 2015 Authorized
Budget for both the Water and Sewer and IAWWTF.
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4.Finance, Budget, and Appropriations
.3 Finance – Authorization to Cover Red Accounts
RESOLVED, that the City Controller be empowered to make transfers within the 2014 Budget
appropriations, as needed, for the remainder of the 2014 Fiscal Year.
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4.Finance, Budget, and Appropriations
.4 Controller – Request to Amend Budget to Account for 2014 Tompkins County
Celebrations Grant
WHEREAS, during 2014, the City of Ithaca received $26,500 in funds from Tompkins County
to support 15 local Community Celebrations, and
WHEREAS, the City acts as a pass through for these Community Service Grants and needs to
amend the 2014 Budget to account for the grants; now, therefore be it
RESOLVED, That Common Council hereby amends the 2014 authorized budget as follows to
account for various Community Service Celebrations grants received from Tompkins County:
Increase Revenue Account:
A1012-2379 Community Celebrations $26,500
Increase Appropriation Account:
A1012-5435 Celebration Contracts $26,500
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