IV.4. Approve Amendment to Minnesota Community Solar Garden Subscription Agreement; Stadler (CR2016-031)G�TY OF
y�PKINs
March 8, 2016
Council Report 2016-031
Approve amendment to Minnesota Community Solar Garden Subscription Agreement
Proposed Action.
Staff recommends adoption of the following motion: Move that Council approve amendin .c�the
2015 Community Solar Garden Subscription Agreement between the City of Ho�kins and
SunEdison.
Overview.
In October 2015 the City Council approved a 25-year power purchase subscription agreement with
SunEdison. Under this agreement the City agrees to purchase up to 5.5 mWh/yr of electricity at a
cost that is indexed at $0.01 /kWhr less than the� Xcel Energy rate. The anticipated energy cost
savings is $70,000 -$80,400 per year. SunEdison is continuing to pursue the construction of
multiple community solar gardens in our adjacent counties. The City of Hopkins solar gardens are
located in Wright County, in the Monticello and Waverly areas. SunEdison is in the engineering
scoping study phase with Xcel Energy and they hope to be producing power from its solar gardens
in the early 4t" quarter of 2016. The scoping study phase is significant as it identifies what
potential distribution, substation or transmission system issues and revisions may be associated
with the proposed solar garden connection to the Xcel systems�
The proposed amendment revises the City's termination right by moving back the date in which
SunEdison must have completed an interconnection agreement with Xcel Energy from Feb 29,
2016 to June 30, 2016. Under the proposed amendment, the City may elect to terminate the
subscription agreement if �unEdison has not entered into the interconnection agreement by June
30, 2016. �
The City Attorney has reviewed & approved the proposed amendment.
Staff requests City Council approve the proposed amendment.
Supporting information.
• Original agreement excerpt
• Proposed amendment
�
Steven J. Stadler, Public Works Director
Financial Impact: $ n/a Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
N otes :
A
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�e) Either (�) Subscxiber's S&1' or 1Vloody's senlo�- unsecured ox url..derlying rating fa11s belo�v BBB- o� Baa3,
or (�i) 5ubscriber is not rated by S&P or Moo�.y's and does not meet or exceed �he following criteria: the ability to provide
three (3) years of audiied f�nancial statements; asset to liability ratio of greater than 1:1; a minYmum five (5) years
operating histor�y; and the ability to demonstrate sustainable opexations with either consisient profitability or .
consistent cash flow positive fiscal years.
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Operator.
�g)
4pe�rator �s unable to obtain financing for the System on terms and co�.diiions �reasonably satisfactory to
Subscriber's rep�cese�.ta�ion and vvarranty contained in Sec�ian S.2(f� is no longer %ue and corxect.
�"' 2.3 Subscrxber TermYn.ation. Ri�t. In the event the Interconnection, Agreement has no� been entere�.lnto by
Qperator and NSP by Februa�y 29, 2016, Subscriber may (in xts sole discreiion) termxn.ate �he Agree�nent, in which case
neither Party sha11 have any liability io the other except fo� any such Iiabilities . that may have accrued pr�or to such
termination. Furthe�-, the Subsc�riber sha1X have the righ� to tenninate the Agreelnen� in the event that Section 2.2(a), (b), (d}
and (f� have no� b een mei by June 3 0, 20 l. 6. There sha11 b e no Tei�ninatxon Fee for terminatxon under ihis S ection. „
3. CONSTRUCTION, INSTALLATION AND TESTINCr OF SYSTEM.
3.1 Svstem Acceptance Testin�.
(a) 4perator shail conduct testYng of the System i�a accordance with such methods, acts, guidelines, standards
and criterxa reaso,nably accepted or followed by photovoltaic solar sysiem integrators in the United States and as otherwise
required by the PPA and ihe Tariff.
(b) Colnmercial Operation shall occur when the "Daie of Commercial �peration" 1�as occurred under the
PPA. On o�r before �he date on which Com�nercxal 4peratlon occurs, Operator sha�1 send a�c�vri�ten notice to Subscriber
in,dicating the date of Commercial Operaiion and the date so in.dicated sha11 be the Comme�rcial Operation Date for the
purposes of this Agreemeni.
4. S Y'S TEM OPERATIONS .
4.1 Op erator as 4wn.ex and O� e�aior. The System will b e owned by Op erator o� Op erator's Financing P arty
a�a.d ,wi11 be operated and maintain.ed i.n accordance with the PPA an�. the Tarzff and, as necessary, repai�ed by Operator a� its
sole cost and expense.
;
4.2 Meierin�. Thexe will be tVvo �neters instal�ed and maintained �by NSP, whzch will measuxe the axnount of
electrical energy flow.in.g to and from the Premxses as ftu-ther described in the PPA. The Production Meter (as defined in. the
PPA) wi1l record the am.ount of Delivered Energy. �
- 5. DELIVERY OF DELIVERED ENERGY.
5.1 � Purehase Requireme�.�. Subscrzber agrees to make payments in respect of Subscriber's A�loca�ed
Percentage lnultiplied by Delivered Energy generated by the System commencing on the Com�merc�al Operation Date (or
such� other date as 1aaa� be specified in the ap�licable Special Condit�ons) and continuing fo�r each relevant mon�h of the
Term. �
5.2 Estimated Annual Delivered Ener�y. The io�a1 annual estuxa.ate of Delxvered Energy for any given year as
determxr�:ed pursuant to this Section 5.2 shall be the "Estimaied .A.�rivai Delivered Ener�y." The Estimated Annual
Delivered Energy an.d i�ie estimated amount of electricity to be allocated �o Subscriber for each year of the Term
commencing on the Commercial Operation Date (or such othe�r daie as may be speci�ed in the applxcab�e Special
Condiiions) is se� forth i.n. Schedule 4 of the applicable Special Conditions. �or the �urpose of clarificatxon, the estimated
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SLS Draft 12/3/2015
AMENDMENT
THIS . AMENDMENT ("Agre.ement") is made effective as of February , 2016, by and
between� SunE Minnesota Holdings, LLC Q"Operator") and City of Hopkins (" Subscriber").
Operator and Subscriber are jointly referred to herein as the "Parties."
RECITALS
WHEREAS, Operator and Subscriber have en�ered into eight Community Sa1ar Garden
Subscription Agreements, each dated as of October 28, 2015 and consisting of the General
Terms and Conditions and a separate Special Condiiions (the "Subscription Agreements"),
pursuant io which Subscriber has agreed to pay for Bill Credits arisirig from Subscriber's
Allocated Percentage of the Delivered Energy to be generated by the System (as described in the
applicable Special Conditions) commencing on each applicable Commercial Operation Date and
con�inuing through �he Term, and Operator has agreed to cause Bill Credits to be allocated, in
amounts associated wiih Subscriber's Allocated Percentage of the Delivered Eriergy to be
generated by the System to Subscriber commencing on each applicable Commercial Operation
Date and continuing through the. Term; and .
WHEREAS, Operator and Subscriber desire by this Agreemerit to amend, modify and
supplement eight (8) '�Vright County Subscription Agreements (the "Amended Subscription
Agreements") as set for�h herein.
NOW, THEREFORE, in consideration of the foregoing recitals, mutual promises� set
forth below, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows: .
1. Definitions. Unless otherwise defined herein, capitaiized terms used herein shall
have the meanings ascribed to them in the Amended Subscription Agreements.
2. .Amendments to the Amended Subscription A�reements. Effective as of ihe date
hereof, each of the Amended Subscription Agreements sha11 be amended as
follows:
a) Section 2.3 of the General Terms and Conditions to the Amended
Subscription Agreements is hereby deleted and replaced in its entirety wiih
the following:
"In the event the Interconnection A�reement has not been entered inta by �-
Operator by June 30, 2016, Su.bscribei may (in its sole discretion) terminate
the A�reement, in which case neither Part�shall have any liability to the other
exce�t for any such liabilities that may have accrued �rior to such te��nination.
Further, the Subscriber shall have the ri�ht to terminate the A�reement in the '
event that Section 2.2(a), (b), �d), and (f� hav� noi been met by June 3Q, 201�.
There shall be no Tel�rnination F`ee for a te�-mination pursuant to this Section."
CORE/2071914.0012/ 1093 05274.10
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b) Miscellaneous.
a) Except as specifically amended and modified herein, all of the terms, covenants,
and conditions of the ,Amended Subscription Agreements sha11 remain xn full
force and ef�ect and are hereby ratified.
b) This Ag.reement constitutes �he entire agreement and understanding o� the
Parties with respect to the subject matter hereof.
� c) This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota without reference to any choice of law
principles. �
d) This Agreement may be executed in counterparts, each of whic� shall be
deemed to be an original and a11 of �which, taken together, sha11 constitute one
and the same inst�u.ment.
e) 7Chis Agreement shall become effective upon execution and delivery, by all of
the Parties hereto, of identical counterparts of this Amendment, whether or not
all of the Parties' signatures appear on the same counterpari.
[Remainde� of Page Intentionarly Blank] '
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CORE/207I914.0012/1093 05274.10
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SLS Draft 12/3/2015
AMENDMENT
,
THIS AMENDMENT ("Agreement") is made effective as of February , 2016, by and
between SunE Minnesota Holdings, LLC ("Operator") and City of Hopkins (" Subscriber").
Operator and Subscriber are jointly referred to herein as the "Parties."
RECITALS
WHEREAS, Operator and Subscriber have entered into eight Community Solar Garden
Subscription Agreements, each dated as of October 28, 2015 and consisting of the General
Terms and Conditions and a separate Special Conditions (the "Subscription Agreements"),
pursuant to which Subscriber has agreed to pay for Bill Credits arising from Subscriber's
Allocated Percentage of the Delivered Energy to be generated by the System (as described in the
applicable Special Conditions) commencing on each applicable Commercial Operation Date and
continuing through the Term, and Operator has agreed to cause Bill Credits to be allocated, in
amounts associated with Subscriber's Allocated Percentage of the Delivered Energy to be
generated by the System to Subscriber commencing on each applicable Cor�imercial Operation
Date and continuing through the Term; and
WHEREAS, Operator and Subscriber desire by this Agreement to amend, modify and
supplement eight (S) Wright County Subscription Agreements (the "��nended Subscription
Agreements ") as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, mutual promises set
forth below, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Amended Subscription Agreements.
2. Amendments to the Amended Subscri�tion A�reements. Effective as of the date
hereof, each of the Amended Subscription Agreexnents shall be amended as
follows:
a) Section 2.3 of the General Terms and Conditions to the Amended
Subscription Agreements is hereby deleted and replaced in its entirety With
the following:
"In the event the Interconnection Agreement has not been entered into by
Operator by June 3 0, 2016, Subscriber may (in its sole discretion) terminate
the Agreement, in which case neither Party shall have any liability to the other
except for any such liabilities that may have accrued prior to such termination.
Further, the Subscriber shall have the right to terminate the Agreement in the
event that Section 2.2(a), (b), (d), and (� have not been met by June 30, 2016.
There shall be no Termination Fee for a termination pursuant to this Section."
CORE/2071914. 0012/1093 05274.10
� � b) Miscellaneous.
a) Except as specifically amended and modified herein, all of the terms, covenants,
and conditions of the Amended Subscription Agreements shall remain in full
force and effect and are hereby ratified.
b) This Agreement constitutes the entire agreement and understanding of the
Parties with respect to the subj ect matter hereof. .
c) This Agreement shall be governed by and construed in accordance with the
laWs of the State of Minnesota without reference to any choice of law
� principles. �
d) This Agreement may be. executed in counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall constitute one
and the sarne instrument. � �
e) This Agreement shall become effective upon execution and delivery, by all of
the Parties hereto, of identical counterparts of this Amendment, whether or not
all of the Parties' signatures appear on the same counterpart. �
[Remainde� of Page Intentionally BlankJ �
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CORE/207 t 914. 0012/ 1093 05274.10
_ _ _ _ __ _ __ _ __ _ _ .
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the
day and yea� �'irst above vv���en.
Operator: SUNE MINNESOTA HOLDINGS, LLC
By:
Name:
Its:
Subscriber: CITY OF HOPKINS
Name :
Its:
CORE/2071914.0012/109305274.10