IV.11. Approve Amendment to Minnesota Community Solar Garden Subscription Agreement; Stadler (CR2016-105)G�TY pF
y�PKINs
September 29, 2016 Council Report 2016-105
Approve amendment to Minnesota Community Solar Garden Subscription Agreement
Proposed Action.
Staff recommends adoption of the following motion: Move that Council a�prove an amendment to
the 2015 Communitv Solar Garden Subscription Agreement between the Cit of Hopkins and
SunEdison and an Esto�pel Certificate for SoCore MN Acquisition LLC.
verview.
. _ __ _ . .
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 -$80,000 per year. SunEdison is continuing to pursue the construction of
multiple community solar gardens in our adjacent counties. However, SunEdison is also in the
finai stages of transferring ownership of their solar garden projects per bankruptcy proceedings.
Many of SunEdison's solar garden projects are being purchased by SoCore Energy. Additionally,
our allocation of solar energy purchases is being moved to solar gardens located in Dakota and
Carver Counties. This is being done to ensure we are able to start purchasing solar energy early
next year. The City of Hopkins solar gardens were previously located in Wright County, in the
Monticello and Waverly areas. Construction start on the Wright County solar gardens has been
delayed due to a moratorium that was put in place in May 2016.
The acquisition of SunEdison by SoCore Energy and the relocation of our solar gardens from
1/Vright �o. to Dakota and �arver Cos. has prompted some administrative changes to the
subscription agreement including the special conditions which de�cribe the locations and energy
allocation for each solar garden from which we'll be purchasing power. Under the amendment we
will be purchasing from 35 solar gardens. Again, this action will allow us to start reaping the
financial benefits in 2nd qtr next year.
The City Attorney has reviewed & approved the proposed amendment and estoppel certificate.
Staff requests City Council approve the proposed amendment.
Su�portinq information.
• Pr�p��ed ar�endr�eni & e�ioppei certifi�at�
Steven J. Stadler, Public Works Director
Financial Impact: $ n/a Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
N otes :
SLS Draft 9/21/16
. , � � � � , . , . �
. � � , � .
�_ .
THIS FIRST AMENDMENT TO COMMUNITY SOLAR GARDEN SUBSCRIPTION
AG��EEMENTS (this "Amendment") is made effective as of [ ], 2016, by and
between SunE l��N Subscription Holdings, LLC (as the assignee of SunE l�'IN Development,
LLC and SUNE Minnesota Holdings, LLC) (" Operator") and City of Hopkins (" Subscriber").
Operator and Subscriber are jointly referred to herein as the "Parties."
RECITALS
A. Operator and Subscriber entered into eight (8) Community Solar Garden Subscription
Agreements, each dated as of October 28, 2015 and consisting of a Special Conditions,
which incorporate by reference the General Terms and Conditions (the "Subscription
Agreements"), pursuant to which Subscriber has agreed to purchase, or pay to be
allocated, Subscriber's Allocated Percentage of the Delivered Energy to be generated by
the System (as described in the applicable Subscription Agreements) commencing on the
Co�rimercial Operation Date and continuing through the Term, and Operator has agreed
to sell, or cause to be allocated, Subscriber's Allocated Percentage of the Delivered
Energy to be generated by the System to Subscriber commencing on the Commercial
Operation Date and continuing through the Term; and
B. Operator and Subscriber desire by this Amendment to amend, modify and supplement the
Subscription Agreements as set forth herein.
I� conside�ation of the foregoing �ecitals, rnutual �rornises set fo�h below, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Subscription Agreements.
2. Amendments to the Subscription A�reements. Effective as of the date hereof, the
Subscription Agreements shall be amended as follows:
(a) The date set forth in Section 2.3 for �perator and NSP to enter into the
Interconnection Agreement is hereby amended to be October 31, 2016.
(b) The date set forth in Sectlon 2.3 for Sections 2.2(a), (b), (�.), and (f� to be met is
hereby amended to be April 3 0, 2017.
(c) Section 9 of the General Terms and Conditions is hereby deleted and replaced in
its entirety by the following language :
9. T��XES AND GOVERNMENTAL FEES. Operator shall be responsible
for all income, gross receipts, ad valorem, personal property or real property or
129082613.1
other similar taxes and any and all franchise fees or similar fees assessed against it
due to its ownership of the System. Subscriber shall be solely liable for all taxes,
fees, charges, franchise fees or similar types of assessments imposed by a
governmental entity, if any, attributable to the sale of Bill Credits allocated to the
Subscriber. Further, Operator shall not be obligated for any taxes payable by or
assessed against Subscriber based on or related to Subscriber's overall income or
revenue s .
(d) S ection 13 .4 of the General Terms and Conditions is hereby deleted and replaced
in its entirety by the following language :
13.4 Reallocation. To enable ongoing subscriber balancing across Systems,
Operator reserves the right, at its option and in its sole discretion, to assign all or a
portion of Subscriber's Allocated Percentage among one or more Systems. The
Parties agree to modify any terms of this Agreement, and the Subscriber agrees to
modify or enter into new subscriber agency agreement(s), as necessary to
effectuate or reflect the details of such assignment(s).
(e) Schedule 1 of each of the Special Conditions is hereby deleted in its entirety and
replaced with the schedules provided in Exhibit A hereto, which are revised to
reflect the following changes:
a. The amount set forth as the Subscriber's Allocated Percentage is amended
to be "Up to 40%". _
b. A new category "Solar System SRC Number" is added, With reference to
the number assigned under the Tariff to the Solar System to Which the
Agreement applies, if known.
c. The Anticipated Commercial Operation I)ate is updated to reflect a
revised date, as applicable.
d. For all of the Special Conditions, amend the Solar System County.
3. Miscellaneous.
(a) Except as specifically amended and modified herein, all of the terms, covenants,
and conditions of the Subscription Agreements shall remain in full force and
effect and are hereby ratified.
(b) This Amendment constitutes the entire agreement and understanding of the
Parties with respect to the subj ect matter hereof.
(c) . This Amendment shall be governed by and construed in accordance with the laws
of the State of Minnesota without reference to any choice of law principles.
r�
129082613.1
(d) This Amendment may be executed in counterparts, each of which shall be deemed
to be an orig�nal and all of which, taken together, shall constitute one and the
same instrument.
(e) This Amendment 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.
[Ren�ainde� of Page Intentionally BlankJ
3
129082613.1
The underslgned have executed this A�mendment effective as of the day and year first above
written. �
Operator: SUNE MN SUBSCRIPTION HOLDINGS, LLC
�.
Name :
,
Its:
Subscriber: CITY OF HOPKINS
�.
129082613.1
Name :
Its :
�
�-� _,�__ �-
.� ,` , � � ' , � , , °
129082613.1
I. Schedule 1: Description of Premises and S_ystem
Solar System
SRC Number:
Solar System County:
Premises is Owned or
Controlled by:
Solar System Size:
Subscriber's Allocated
Percentage:
Scope:
Module:
Inverter:
Anticipated Commercial
Operation Date:
129082613.1
SRC03 8786 [Nesvold]
Carver County
Operator
1000 kW (AC) (representing an initial estimate, which may vary
depending on tl�e final design of the System)
Up to 40%
Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
MEMC 3 3 0 or Equivalent
IEEE 1547 qualified
02/15/2017
Sc e ule l: Description of Premises and S_ystem
Solar System SRC03 8787 [Nesvold]
SRC Number:
Solar System County: Carver County
Premises is Owned or Operator "
Controlled by:
Solar System Size: 1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the Systein)
Subscriber's Allocated Up to 40%
Percentage:
Scope: Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
Module: MEMC 330 or Equivalent
Inverter: IEEE 1547 qualified
Ant�cipated Comme�cial 02/15/2017
Operation Date: �
7
129082613.1
Schedule 1: Description of Premises and S_ystem
Solar System SRC038788 [Nesvold]
SRC Number:
Solar System County: Carver County
Premises is Owned or Operator
Controlled by: �
Solar System Size: 1000 kW (AC) (representing an initial estilnate, which may vary
depending on the final design of the System)
Subscriber's Allocated Up to 40%
Percentage:
Scope: Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
Module: MEMC 330 or Equivalent
Inverter: IEEE 1547 qualified
Anticipated Commercial 02/15/17
Operation Date:
�.
129082613.1
Sche ule 1: Description of remises and System
Solar System SRC03 8789 [Nesvold]
SRC Number:
Solar System County: Carver County
Premises is Owned or Operator
Controlled by:
Solar System Size: 1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the System)
Subscriber's Allocated Up to 40%
Percentage:
Scope: Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
Module: MEMC 330 or Equivalent
Inverter: IEEE 1547 qualified
A.nticipated Coanme�cial 02/15/2017
Operation Date:
0
129082613.1
Schedule 1: Description of Premises and S_ystem
Solar System
SRC Number:
Solar System County:
Premises is Owned or
Controlled by:
Solar System Size:
Subscriber's Allocated
Percentage:
Scope:
Module:
Inverter:
Anticipated Commercial
Operation Date:
129082613.1
SRC03 8790 [Nesvold]
Carver County
Operator �
1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the Syste�n)
Up to 40%
Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
MEMC 3 3 0 or Equivalent
IEEE 1547 qualified
02/15/2017
10
Schedule 1: escription of Premises and S_ystem
Solar System
SRC Number:
Solar System County:
Premises is Owned or
Controlled by:
Solar System Size:
Subscriber's Allocated
Percentage:
Scope:
Module:
Inverter:
Anticipated Comane�cial
Operation Date:
SRC Number03 8633 [Feely]
Dakota County
Operator
1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the System)
Up to 40%
Design and supply grid-interconnected, ground mounted solar electric
(PV) systeln.
MEMC 3 3 0 or Equivalent
IEEE 1547 qualified
2/15/2017
11
129082613.1
Schedule 1: Description of Premises and S_ystem
Solar System
SRC Number:
Solar System County:
Premises is Owned or
Controlled by:
Solar System Size:
Subscriber's Allocated
Percentage:
Scope:
Module:
Inverter:
Anticipated Commercial
Operation Date:
129082613.1
SRC Number03 8612 [Fee1y]
Dakota County
Operator
1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the System)
Up to 40%
Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
MEMC 3 3 0 or Equivalent
IEEE 1547 qualified
2/15/2017
12
Schedule 1: escription of Premises and S_ystem
Solar System SRC Number03 8654 [Feely]
SRC Number:
Solar System County: Dakota County
Premises is Owned or Operator
Controlled by:
Solar System Size: 1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the System)
Subscriber's Allocated Up to 40%
Percentage:
Scope: Design and supp�y grid-interconnected, ground mounted solar electric
(PV) system.
Module: MEMC 330 or Equivalent
Inverter: IEEE 1547 qualified
Anticipated Comme�cia.l 2/15/2017
Operation Date:
13
129082613.1
MINNESOTA COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT
SPECIAL CONDITIONS
This Minnesota Community So1ar Garden Subscription Agreelnent ("Agreement") is made and entered
into as of this day of , 2016, between SunE 1�2N Subscription Holdings, LLC, a Delaware
limited liability company ("Operator"), and City of Hopkins, a Minnesota municipal corporation ("Subscriber";
and, together with Operator, each, a"Party" and together, the "Parties").
WITNESSETH:
WHEREAS, Operator intends to construct, install, own, operate, and maintain a solar photovoltaic
System at the Premises described on Schedule 1;
WHEREAS, the Parties intend that, pursuant to the Tariff and the PPA, the System will qualify as a
Conununity Solar Garden and will generate Bill Credits to be applied to Subscriber's monthly invoices from
NSP for retail electric service at its facilities located at the Service Address;
VVI�REAS, Subscriber is willing to purchase, or pay to be allocated, Subscriber's Allocated
Percentage (as set forth in Schedule 1 hereo� of the Delivered Energy to be generated by the System
cominencing on the Cominercial Operation Date and continuing through the Term, and Operator is willing to
sell, or cause to be allocated, Subscriber's Allocated Percentage of the Delivered Energy to be generated by the
System to Subscriber colnmencing on the Commercial Operation Date and continuing through the Term, as
provided under the terms of this Agreement;
�%VI-�REAS, Operator and Subscriber have acknowledged those certain General Terms and Conditions
of Minnesota Colnmunity Solar Garden Subscription Agreement dated as of October 28, 2015, as amended
pursuant to that certain First Amendment to Community Solar Garden Subscription Agreements dated
, 2016 ("General Conditions"), which are incorporated by reference as set forth herein; and
WI�REAS, the terms and conditions of this Agreement, excluding the General Conditions
incorporated herein, constitute the "Special Conditions" referred to in the General Conditions.
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. Incorporation of General Conditions. The General Conditions are hereby incorporated herein as if set forth in
their entirety.
2. Schedules. The following are the respective Schedules to the Special Conditions:
Schedule 1 Description of the Premises & System
Schedule 2 kWh Rate
Schedule 3 Intentionally Omitted
Schedule 4 Estimated Annual Delivered Energy
Schedule 5 Notice Information
Schedule 6 Time of Payment
Schedule 7 Term
129123375.1
Schedule 8 Legal Description of Solar System Premises
Schedule 9 Service Address
IN WITNESS VVHEREOF and in confirmation of their consent to the terms and conditions contained in
this Agreement and intending to be legally bound hereby, Operator and Subscriber have executed this
Agreement as of the date first set forth above.
SunE MN SUBSCRIPTION HOLDINGS, LLC CITY OF HOPKINS
�.
129123375.1
Name:
Title:
Date:
�.
Name:
Title:
Date
SCHEDULES TO SPECIAL CONDITIONS
I. Schedule 1: Descri�tion of Premises and SVstem
Solar System
SRC Number:
Solar System County:
Premises is Owned or
Controlled by:
Solar System Size:
Subscriber's Allocated
Percentage:
Scope:
Module:
Inverter:
Anticipated Commercial
Operation Date:
129123375.1
SRC038586 [Feely]
Dakota County
Operator
1000 kW (AC) (representing an initial esti�nate, which may vary
depending on the final design of the System)
Up to 40%
Design and supply grid-interconnected, ground mounted solar electric
(PV) system.
MEMC 3 3 0 or Equivalent
IEEE 1547 qualified
2/15/2017
II. Schedule 2-- kWh Rate
For each Billing Cycle in which the System delivers electricity to NSP and commencing on the Commercial
Operation Date, the price per kWh of Delivered Energy charged to Subscriber by Operator shall be the
General Service Bill Credit Rate less $0.01 per kWh ("kWh Rate") or the Floor Rate, whichever is greater.
The Bil1 Credit Rate shall be based on the General Service Enhanced Bill Credit (see definition of "Bill
Credit" in the General Conditions).
IV.
(Intentionall_y Omitted�
Schedule 4— Estimated Annual Delivered Ener�_y
Estimated Annual Delivered Energy commencing on the Cominercial Operation Date, and continuing
through the Tenn, with respect to System under the Agreement sha11 be as follows:
[To be provided upon final design of the System]
Any such values shall be estimates and in no event shall any such values be considered to be binding in any
way on 4perator. The System's production projections are based on the following methodology:
V. Schedule 5— Notice Information
Subscriber:
City of Hopkins
1010 1 St Street S
Hopkins, l�'IN 55343
129123375.1
Operator:
SunE 1�7N Subscription Holdings, LLC
c/o Sun Edison, LLC
44 Montgolnery Street, Suite 2200
San Francisco, CA 94104
Te1. (866) 786-3347
With a copy to
Regional General Counsel — NAMR DG
Sun Edison, LLC
44 Montgomery Street, Suite 2200
San Francisco, CA 94104
Tel. (866) 786-3347
Fax (415) 230-3435
Financin� Party:
[To be provided by Operator when known]
VI. Schedule 6— Time of Pa_yment
Subscriber shall pay all undisputed amounts due hereunder within sixty (60) days after the date of the applicable Invoice
Date.
VII. Schedule 7 — Term
The Term of the Agreement shall commence on the Effective Date and shall continue for twenty-five (25) years
from the Cominercial Operation Date, unless and until terminated earlier pursuant to the provisions of the
Agreement.
9
VIII. Schedule 8— Le�al Description of Solar S_ystem Premises
[To be attached]
IX. Schedule 9— Service Address
[To be provided by Subscriber on or before the Effective Date.]
129123375.1
SLS DRAFT 9/21/16
CONSENT AND ESTOPPEL CERTIFICATE
This Consent and Estoppel Certificate, dated as of [ �, 2016 (this "Certificate"), is
made by City of Hopkins, a Minnesota municipal corporation (the "Subscriber"), for the benefit
of SunE Nesvold 1, LLC, a Delaware limited liability company (the "O�erator"), SoCore l�'IN
Acquisition LLC, a Delaware limited liability company ("Buyer") and Buyer's lender(s) or
collateral agent(s) under the Financing Documents (together with its successors and assigns, the
"Collateral A�ent") for the financing institutions providing loans and other financial
accommodations with respect to the Solar Systems (as defined below).
BACKGROUND :
A. Operator, as assignee of SunE l�'IN Subscription Holdings, LLC, SunE l�IN Development,
LLC and SunE Minnesota Holdings, LLC (each in turn), and Subscriber have entered
into five Minnesota Community Solar Garden Subscription Agreements, consisting of the
applicable Special Conditions, which incorporate by reference the General Terms and
Conditions, each dated as of October 28, 2015 (the "Agreements"), pursuant to which
Subscriber has agreed to purchase, or pay to be allocated, Subscriber's Allocated
Percentage of the Delivered Energy to be generated by the applicable Systems (SRC
Numbers SRC03 8786, SRC03 8787, SRC03 878 8, SRC03 8789 and SRC03 08790).
B. Buyer and SunEd 1�'IN Development, LLC, a Delaware limited liability company, have
e�tered �nto that certain Purchase and Sale .A.greement, dated as of 1�ugust 10, 2016 (the
"Purchase Agreement"), whereby Buyer has agreed to purchase the membership interests
of Operator, which owns certain assets in connection with development of salar
photovoltaic facilities located in Minnesota, pursuant to the terms and conditions of the
.
Purchase Agreement (the "Transactlon'.').
C. The solar photovoltaic facilities subject to the Transaction include the Solar System(s) (as
defined in the Agreements).
D. Operator has collaterally assigned or intends to collaterally assign, and has granted or
intends to grant a security interest in, the Agreements to Collateral Agent to secure the
obligations of Operator �and its affiliates under the financing and participation agreement
(and related agreements and instruments) between the financial institutions for which
Collateral Agent acts as agent, pursuant to which agreement (and related agreements and
instruments) such financial institutions are providing financial accommodations to
Operator and such affiliates in connection with, inter alia, the Solar Systems (the
"Financing Documents").
E. Capitalized terms used but not otherwise defined in this Certificate have the meanings
given to them in the Agreements. �
1
SUBSCRIBER ESTOPPEL (SUBSCRIPTION AGREEMENT)
88148706.1 0065073-00012
128958235.3
1. Acknowledgment and Consent.
(a) Subscriber consents to, or confirms that its consent is not required for, the
Transaction, including the assignment and transfer of the membership interests of Operator.
(b) Subscriber acknowledges and consents to the collateral assignment by Operator to
Collateral Agent of, and the grant by Operator to Collateral Agent of a security interest in, all of
Operator's right, title and interest in, to and under the Agreements.
(c) Subscriber acknowledges that, during the continuance of an event of default under
the Financing Documents (as notified to Subscriber by Collateral Agent), Collateral Agent will
have the right to foreclose upon or otherwise acquire and succeed to all of Operator's right, title
and interest in, to and under the Agreements, including the right to continue to perform in place
of Operator, the right to require Subscriber to continue to perform in accordance with the
Agreements for the benefit of Collateral Agent or its successors or assignees as the new
"Operator" under the Agreements (assuming continued performance in accordance with the
Agreements by Collateral Agent or its successors or assignees of the obligations of Operator
thereunder, and acknowledging that Subscriber will retain all of its rights under the Agreements
in the event of a default by Collateral Agent or its successors or assignees as the new "Operator"
under the Agreements, except as expressly modified by this Certificate), and the right to rely
upon all representations, warranties, covenants, indemnities and agreements made by Subscriber
under or pursuant to the Agreements.
(d) Upon written notice from Collateral Agent to Subscriber, Subscriber agrees to pay
any and all amounts payable to Operator under the Agreements, including without limitation
payments for energy delivered under the Agreements, payments of any indemnities, or
termination payments that may at any time become payable under or in respect of the
Agreements, to Collateral Agent, by rem�tting such payments to the account specified by the
Collateral Agent.
(e) Subscriber confirms that Collateral Agent is a"Financing Party" as defined in and
for the purposes of the Agreements.
2. Ri�hts of Collateral A�ent. Notwithstanding anything to the contrary in the Agreements:
(a) If an Event of Default has occurred under the Financing Documents, Collateral
Agent, as collateral assignee, shall be entitled to exercise, in the place and stead of Operator, any
and all rights and remedies of Operator under the Agreements in accordance with the terms
thereof.
(b) If an Event of Default has occurred under the Financing Documents, Collateral
Agent shall have the right, but not the obligation, to pay all sums due under the Agreements and
to perform any other act, duty or obligation required of Operator thereunder or cause to be cured
any default of Operator thereunder. Subscriber acknowledges and agrees that Collateral Agent
has not assumed and does not have any obligation or liability under the Agreements, and that the
2
SUBSCRIBER ESTOPPEL (SUBSCRIl'TION AGREEMENT)
88148706.1 0065073-00012
128958235.3
exercise by Collateral Agent of its rights or remedles under the Financing Documents shall not
constitute an assumption of Operator's obligations under the Agreement, except to the extent any
such obligations are expressly assumed by Collateral Agent or its designee pursuant to an
instrument in writing.
(c) If Subscriber becomes entitled to terminate the Agreements due to an uncured
default thereunder by Operator, Subscriber agrees not to terminate the Agreements without first
giving written notice of such uncured default to Collateral Agent and giving Collateral Agent the
same cure period afforded to Operator under the Agreements, plus an additional period of thirty
(3 0) days, to permit Collateral Agent to cause such default to be cured. Subscriber understands
that in order to cure certain defaults by Operator under the Agreements Collateral Agent may
need to have possession of the Solar System or related assets, and accordingly Subscriber agrees
that if Collateral Agent diligently seeks such possession, whether by foreclosure proceedings or a
court action (such as, for example, seeking the appointment of a receiver of the Operator's
property), Collateral Agent's additional 30-day cure period shall be extended for so long as is
reasonably necessary to obtain such possession.
(d) If any bankruptcy or insolvency proceeding is commenced with respect to
Operator, and the trustee in bankruptcy or Operator as debtor-in-possession (or any equivalent
thereo� rej ects or otherwise terminates the Agreements, then, within 90 days after such rej ection
or other termination of the Agreements, Subscriber shall, if requested by Collateral Agent, enter
into a new subscription agreement on the same terms and conditions as the Agreements for the
period that would have remained under the Agreements but for such rej ection or termination.
(e) Subscriber agrees that it will promptly notify Collateral Agent of any breach or
default by Operator under the Agreements at the notice address for Collateral Agent listed on the
attached Schedule 2(or at such other address for notices as Collateral Agent may specify in
writing to S ub s crib er) .
3. Coniirmation and Esto��el. Subscriber hereby represents, warrants, certifies, and
con�ir-ms the follovving matters for the benefit of Operator, Buyer, and Collateral Agent with
respect to the Agreements:
(a) Subscriber (i) is a municipal corporation duly organized and validly existing
under the laws of the State of Minnesota, (ii) is duly qualified, authorized to do business and in
good standing in every jurisdiction necessary to perform its obligations under the Agreements,
and (iii) has all requisite power and authority to enter into and to perform its obligations
hereunder and under the Agreements, and to carry out the terms hereof and thereof and the
transactions contemplated thereby.
(b) The execution, delivery and performance by Subscriber of the Agreements and
this Certiiicate have been duly authorized by all necessary municipal or other action on the part
of Subscriber and do not require any approvals, filings with, or consents of any entity or person
which have not previously been obtained or made.
3
SUBSCRIBER ESTOPPEL (SUBSCRIPTION AGREEMENT)
88148706.1 0065073-00012
128958235.3
(c) Each of this Certificate and the Agreements is in full force and effect, has been
duly executed and delivered on behalf of Subscriber by the appropriate officers of Subscriber,
and� constitutes the legal, valid and binding obligation of Subscriber, enforceable against
Subscriber in accordance with its terms, except as the enforceability thereof may be limited by (i)
bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general equitable principles (whether considered in a
proceeding in equity or at law).
(d) There is no litigation, action, proceeding or investigation pending or, to the best of
Subscriber's knowledge, threatened against Subscriber before any court or Governmental
Authority by, against, affecting or involving any of its business or assets that would affect
Subscriber's ability to carry out the transactions contemplated in the Agreements.
(e) The execution, delivery and performance by Subscriber of this Certificate and the
Agreements, and the consumrnation of the transactions contemplated hereby and thereby, will
not result in any violation of, breach of or default under any term of its formation or governance
documents, or of any contract or agreement to which it is a party or by which it or its property is
bound, or any Applicable Laws (including but not limited to rules and regulations).
(� To the best of Subscriber's knowledge, neither Subscriber nor Operator is in
default of any of its obligations under the Agreements.
(g) To the best of Subscriber's knowledge, (i) no event of force maj eure exists under,
and as defined in, the Agreements and (i1) no event or condition exists which would either
in:imediately or with the passage of any applicable grace period or giving of notice, or both,
enable either Subscriber or Operator to terminate or suspend its obligations under the
Agreements.
(h) The final Subscriber's Allocated Percentage under Schedule 1 of each of the
Special Conditions in the Agreements is ]%.
(i) The Agreements and this Certificate are the only agreements between Operator
and Subscriber with respect to the Solar System, and, except for the condition pr�cedent to
effectiveness under the Agreements to provide Subscriber with a copy of the fully executed PPA,
all other conditions precedent to effectiveness under the Agreements have been satisfied or
.
walve .
(j) The Subscriber agrees that it will not amend, terminate, renew, extend or modify
the Agreements without the prior written consent from the Collateral Agent, unless (solely with
respect to an amendment or a modification) Operator represents to Subscriber in writing (a copy
of ,which shall be provided to Collateral Agent) that no consent of the lenders (or any of their
agents) is required for such amendment or modification under the Financing Documents.
This Certificate may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of �which taken together shall constitute one and the same agreement. Delivery of
4
SUBSCRIBER ESTOPPEL (SUBSCRIl'TION AGREEMENT)
8 8148706.1 0065073 -00012
128958235.3
an executed counterpart of a signature page to this Certificate by facsimile or e-mail (including
"pd�' format) or oth�r elect�onic means shall be effective as delivery of an original executed
counterpart of this Certificate. The governing law specified in the Agreements shall also be the
law governing this Certificate, including the interpretation and construction of this Certificate.
[szgnatu�e page follows]
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SUBSCRIBER ESTOPPEL (SUBSCRIPTION AGREEMENT)
88148706.1 0065073-00012
128958235.3
SLS DRAFT 9/21/16
IN WITNES S WHEREOF, each of the undersigned has duly executed this Certificate as
of the date first above written.
SUB S CRIBER:
City of Hopkins,
a Minnesota municipal corporation
Bye _
Name:
.
Tlt e:
.
Tlt e :
88148706.1 0065073-00012
128958235.3
•' :: �:.
SunE Nesvold 1, LLC,
a Minnesota limited liability company
By• _
.
Name:
Title:
Title:
SUBSCRIBER ESTOPPEL (SUBSCRIl'TION AGREEMENT)
SCHEDULE 1
Account Information
To be provided by Operator within thirty (3 0) business days of execution of the Financing
Documents.
SUBSCRIBER ESTOPPEL (SUBSCRIPTION AGREEMENT)
88148706.1 0065073-00012
128958235.3
SCHEDULE 2
Addresses for Notices
If to Collateral Agent:
To be provided by Operator Within thirty (3 0) business days of execution of the Financing
Documents.
If to Operator:
SunE Nesvold 1, LLC
c/o S o C ore Energy LL C
225 West Hubbard, Suite 200
Chicago, IL — 60654
Attention: General Counsel
Telephone: (773) 913-4406
Facsimile: (773) 360-2242
Email: smiriani��socoreenergy.com
If to the Subscriber:
If to Bu�er:
SoCore Energy LLC
225 West Hubbard, Suite 200
Chicago, IL — 60654
Attention: General Counsel
Telephone: (773) 913-4406
Facsimile: (773)-360-2242
Email: smiriani��socoreenergy.com
SUBSCRIBER ESTOPPEL (SUBSCRII'TION AGREEMENT)
88148706.1 0065073-00012
128958235.3