IV.6. Approve Amendment to Minnesota Community Solar Garden Subscription Agreement; Stadler (2016-077)G�TY OF
H�PKINS
Council Report 2016-077
Approve amendment to Minnesota Community Solar Garden Subscription Agreement
Proposed Action.
Staff recommends adoption of the following motion: Move that Council approve an amendment to
the 2015 Community Solar Garden Subscription Agreement between the City of Hopkins 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 Xcei Energy rate. The anticipated energy cost
savings is $70,000 -$80,000 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 has received the
required interconnect agreements from Xcel Energy. However, construction start is now delayed
due to the Wright County solar garden moratorium that was put in place in May 2016.
Construction is expected to begin in early 2017.
The proposed amendment includes arr�ended language previously approved by City Council in
March 2016. However, those changes were not executed by SunEdison as they needed to
reassign the subscription agreer�ents to a subsidiary "SunE MN Subscription Holdings, LLC". So,
this amendment includes the previously approved change plus the aforementioned new
assignment to SunE MN Subscription Holdings, LLC. The previously approved change revised 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. Since, these
interconnection agreements have been secured by SunEdison.
The City Attorney has reviewed & approved the proposed amendment.
Staff requests City Council approve the proposed amendment.
Su�porting information.
• Proposed amendment
-��
Steven J. Stadler, Public Works Director
Financial Impact: $ n/a Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
N otes : �
SLS Draft 12/3/2015
AMENDMENT
THIS AMENDMENT ("Agreement") is made effective as of August , 2016, by and between
SunE 1�7N Subscription 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
A1located Percentage of the Delivered Energy to be generated by the System (as described in the
applicable Special Conditions) conlmencing 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 Commercial Operation
Date and continuing through the Term; and
WHEREAS, Operator and Subscriber desire by this Agreement to amend, modify and
supplement eight (8) Wright County Subscription Agreements (the "Amended Subscription
Agreements ") as set forth herein. �
NOW, THE��EFORE, 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 Agreements shall be amended as
follows :
a) S ection 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 (f) 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
.
princip es.
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 same instrument.
e) This Agreement shall become effective upon execution and delivery, by a11 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
�
CORE/2071914.0012/109305274.10
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the
day and year first above written.
Operator: SUNE MN SU�SCRIPTION HOLDINGS, LLC
��.
Name :
Its:
Subscriber: CITY �F HOPKINS
�.
CORE/2071914. 0012/ 1093 05274.10
Name :
Its :