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IV.9. Approve Facility Solar Project Agreements; Stadler�,1TY OF HOPKINS December 17, 2019 Council Report 2019-128 Approve �acility Solar Projeet Agreemenfis Proposed Action: Staff recommends adoption of the following motion: Move that Council approve a facility solar �roiect to include purchase, facilitv lease, power purchase and put & call a�r. reements for solar enerqv systems to be installed on the Public Works buildinq., the Pavilion and the Fire Station and authorize the Cit Mana er to execute the a reements on behalf of the Cit . Overview. Ideal Energies has proposed a facility solar project which includes installing solar panel arrays on three City buildings - the Fire Station, the Hopkins Pavilion and Public Works. There is very little cost or risk to the city for the solar panels or their installation, operation or maintenance through the lease period of 20 years for the PW building and Pavilion and 15 years for the Fire Station. The Fire Station has a shorter lease due to it qualifying for the Xcel SolarRewards program. During the 15 or 20 year lease period the City would: 1) purchase and insure the solar system and lease it back to a company that would operate and maintain the system through the lease period; and, 2) purchase the power produced by the solar arrays at a discounted rate. The total energy savings to the City during the lease period would be modest at about $10,000/year. After the lease periods, the City would benefit directly for all the energy produced by the solar systems - an estimated $80,000/year energy savings in year 21. The proposed solar panels are high-quality, what are called Tier 1 panels, expected to last well beyond their 25-year power production warranties. The ongoing maintenance costs should be minimal in comparison to the energy cost savings. Staff visited a similar solar project completed by Ideal Energies for the City of Roseville. The Roseville staff are pleased with the solar panel installs, the operation of the system, and working thru the project with Ideal Energies. Staff and City legal counsel have negotiated the final agreements with Ideal Energies. Staff recommends approval. Prima Issues to Consider. • Summary description of each agreement Supportinq Information. ■ Cashflow summary document — PW Building only � Estimated annual energy savings charts — all buildings • Annual Production Reports for each facility + Jinko solar panel spec sheet Facility Solar Agreements L __� __ Steven J. Stadler Public Works Director Financial Impact: Y Budgeted: Y/N N Sources: Projected energy savings in the area of $10,000/year for the first 20 years, $70,OOO+/year thereafter including annual maint expenses Council Report 2019-128 Page 2 Analysis of Issues Summary description of each agreement Solar Arra Purchase — this agreement is with Ideal Energies and covers the purchase of the solar system, its design and installation on the facilities. - Requires City to also enter into Facility Lease and Power Purchase agreements - Ideal Energies designs and installs the solar systems. - Solar system components are listed on schedule A, work scope on schedule C - Project completion date = August 31, 2020 - Ideal Energies may terminate the agreement if City is in breach of agreement or if any site is determined to be not feasible for the solar system installation. City may terminate for breach of agreement or if project is not complete by Dec 31, 2020. - System design and engineering services under warranty for five years. After first year, Ideal assists City in pursuing manufacturer warranty replacement parts, etc. Facility Lease — this agreement leases City facility space to Green2 Solar Leasing and City leases the solar energy system to Green2 Solar Leasing. - Green2 Solar Leasing pays for the solar system and its installation - Green2 Solar becomes the system owner for federal tax purposes & eligible for 30% federal tax credit - Term = 20 years - Green2 Solar pays nominal building space and solar system rent - Green 2 Solar operates, monitors and maintains the solar system as described in Schedule B of the agreement - City pays set price for components replaced under manufacturer's warranty as listed in Schedule B - City insures the solar energy system Power Purchase — via this agreement the City agrees to purchase ail the power generated by the solar energy system, the City will pay a fixed monthly payment based on the size of the solar energy system. - Green2 Solar will reimburse the City in the event the solar system doesn't meet certain energy production thresholds - City owns the associated Renewable Energy Credits - Term = 20 years Put and Call Agreement — applies to Fire Station only and provides for the termination of the lease after 15 years vs. 20 years. Written to incentivize Green2 Solar to sell the remaining Green2 Solar interest in the energy system to the City for $1 after 15 years. Solar Arra Removal and Reinstallation — this agreement details the terms/conditions regarding solar array removal and reinstallation in the event that roof work is needed on any of the City facilities during the 20 year lease term. - Ideal Energies will disconnect, remove, palletize, reinstall and start up system for a fee of $.30 per Watt DC during the first five years of the lease and for the years 6-10 apply a 3% cost escalator per year or $16,200 for Fire Station, $39,960 for Pavilion and $55,920 for Public Works ��.�J -� ��J�!L E N E RG I ES j� e� 6�ERE�a&� COMPAP@1f � L Cashflow Summary Capital Lease w/ PPA - Solar for Minnesota Non-Profits, Schools & Public Organizations 2019 Xcel Photovoltaic Credit Rider Tariff General Service Rate Plan Rooftop Ballasted Solar Array - 186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters . . �`��' � T.+r cK- �- . - � . _ _ _. �� . � _ - .-�.�� _ ". '. . �� _ ' �.�r�--.-��. �-�: ver. 11.25.19 O 2019 iDEAL Energies, LLC 1 iDEAL EN�RCaIES � A OR@EN� COMPANY Solar Array Technical Information Rooftop Ballasted Solar Array - 186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters Xcel Photovoltaic Credit Rider Tariff General Service Rate Plan SystemSize(kW DC) 186.40 Inversion Ratio (DC ! AC) 1.337 Maximum AC Output of Inverters (AC KW ) 140.0 Maximum Peak AC Output inciuding AC line losses (kW ) 1��8 Expected Energy Production (kW h/kW DC) 1125 Expected Energy Production (kWh/Year) 209,700 Information on Excected Solar Arrav Production (kWh) Typical Solar Arrey Enargy Productlon (kWh) using NREI modeling, Helioscope or PV Sysl modelling tools vnM avarega adjusted historical weather conditions in Minneapolis, MN using TMY3 Wealher Date. http:/iWww.nrel.gov Estimated performance is besed on information incWding bul not limitad to Ihe equipment used, the solar arrays kW DC size, AC/DC iine losses, stendard rectangular configuration, and the anay pointing due south. Your System's energy production wili vary with actual equipment, layout and weather conditions. Expectad Ener9Y Production baiow does not indude any annual dagradation in solar panel kWDC output. Ezpecled Energy Production from the Solar Anay Jan Feb Mar �pr t�4ay Jc�n Jui Aug Seat f3cf Nov Dec intn� 5 _ 5394 10377 19724 22769 27485 27957 27009 24097 19241 15108 6865 3675 209700 O i, rnx cr wo Q2 2.6% 4.9% 9.4% 10.9% 13.1% 13.3% 12.9% 11.5% 92% 72% 3.3% 1.8% 100.0°7< 49 90 133 136 136 136 i30 125 119 108 69 39 . 35.8I 66.3% 97.9% 100.0% 100.0% 900.0% 95.9% 92.1% 87.3% 79.6% 50.6% 28.6% 30000 25000 20000 15000 10000 5000 4 Energy Output (kWh) Total AC Energy Output by Month (kWh) � . � � �so �mo �c PQc .�a.� �°o �o� p�Ag�`+� � �� 000 Energy Output {kVi� ■ Peak AC Output by Month (kWAC) 160 140 120 100 80 60 20 I 1 �ao �m�o �ec �� a� �� P�o,�� o� �o� 000 `� iDEAL ENERGIES � A �REEN� COMPANY Utility Bill Savings Net Metering w/ Solar Photovoltaic Demand Credit Rider Tariff Rooftop Ballasted Solar Array -186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters • •- • Year � Energy Expense Savings (S) $15,363 EnergySavingsperkWh($/kW/h) $0.0733 Utility Biiling Plan General Service Rate Pian Year 1 Demand Expense Savings (S) $3,074 Demand Savings perkWh ($/kWh) $0.0147 Maximurn instantaneous production (kW AC) 135.8 Estimated % realized on utility bill to reduce demand fees 12.8 % Available production to reduce demand (kW AC) 17.4 Average demand charge cost ($!kW ) $14.74 Year 1 A-86 PV Rider Savings via Utility Bill Credit (S) PV Credif Rlder Savings per kWh ($ / kWh) Estimated energy production: hours 1 to 7PM (kW h) Photovoltaic Credit Rider ($ / kWh) Photovoltaic Credit Rider Escalator (%/ year) Tofai savtngs / kWh produced trom sofar array ($/kWh) Energy Expense Savings ($/kWh) Demand Expense Savings ($/kWh) A-85 PV Credit Rider Savings ($/kWh) 57,883 $0.0376 111980 $0.07040 1.00 % $0. f 255 $0.0733 $0.0?47 $0.0376 Note' The above PV Credit rate reflects a new rate Code A86 promulgated by the Pubiic Utilities Commission on October 17, 2019 that repiaced rate Code A-85 ($.07139 ! kWh). Projects whose applications are deemed complete by Xcei before the new rate is published qualify for the A85 rate. The above rate is applicable through Aprii, 2027. Rates are adjusted every 3 years during rate cases based on utiiity expense increases incurred since the prior rate case. PV Credit expected, but not guaranteed. https:!/www.xcelenergy.coMstaticfiles/xe/RegulatorylRegulatory % 20PDFs{rates/M N/Me_Section_5.pdf, pg152. Note Z Assumes Excess Energy payment increases at same rate as utility cost. n . . Energy & Demand Expense Reduction / PV Rider Utility Bill Credit Total Savings Electricity Produced Energy Demand t Revenue Z Camulative kWh ear PV Credlt AnFlual 1 h ) Expense Expense from Excess Annual Savings Savings IRate A-86] Ener Savings ��e$ (S/year) (S/year) (Shear) lbh,eaf) (Sl (Sf 209700 $ 15,363 $ 3,074 $ 7,883 S - S 26,331 $ 28,321 208652 $ 15,791 $ 3,160 $ 7,844 $ - $ 26,T94 $ 53,115 207609 $ 16,230 $ 3,248 $ 7,805 $ - S 27,283 $ 80,398 206571 $ 16,682 $ 3,338 $ 8,001 $ - � 28,021 $ 108,419 205538 $ 17,146 $ 3,431 $ 7,961 $ - a 28,538 $ 138,957 204510 $ 17,624 $ 3,526 $ 7,921 $ - f 29.0'l'1 $ 766,028 203487 $ 18,114 $ 3,624 $ 8,120 $ - $ 29,859 $ 195,888 202470 $ 18,619 $ 3,725 $ 8,080 $ - S 30,424 $ 228,311 201458 $ 19,137 $ 3,829 $ 8,039 $ - S 3'i,005 $ 257,317 200451 $ 19,669 $ 3,936 $ 8,242 $ - E 31,847 $ 289,163 199449 $ 20,217 $ 4,045 $ 8,2�0 $ - $ 32.,483 $ 321,636 198452 $ 20,780 $ 4,158 $ 8,159 $ - S 33,097 $ 354,723 197460 $ 21,358 $ 4,274 $ 8,365 $ - S 33;59& $ 388,719 196473 $ 21,953 $ 4,392 $ 8,323 $ - $ 34,668 $ 423,387 195491 $ 22,564 $ 4,515 $ 8,281 $ - ; 3�,360 $ 458,747 194514 $ 23,192 $ 4,640 $ 8,490 $ - S 35,322 $ 49b,069 193541 $ 23,837 $ 4,770 $ 8,447 $ - $ 31,054 $ 532,1Z3 192573 $ 24,501 $ 4,902 $ 8,405 $ - S 37,808 $ 5fi9,932 191610 $ 25,183 $ 5,039 $ 8,616 $ - 5 38,838 $ 6fl8,769 � 190652 $ 25,884 $ 5,179 $ 8,573 $ - $ 38,636 $ 648,406 189699 $ 26,604 $ 5,323 $ 8,530 $ - $ 4D,468 $ 688,863 188751 $ 27,345 $ 5,471 $ 8,745 $ - S 41.561 $ 730,425 187807 $ 28,106 $ 5,624 $ 8,701 $ - S 42,431 $ 772,855 186868 $ 28,888 $ 5,780 $ 8,658 $ - $ 43,326 $ 876,182 185934 $ 29,693 $ 5,941 $ 8,875 $ - $ 4d,5D9 $ 860,691 185004 $ 30,519 $ 6,106 $ 8,831 $ - $ 45,456 $ 908,i47 184079 $ 31,369 $ 6,276 $ 8,787 $ - $ 46,432 $ 95'L,579 183159 $ 32,242 $ 6,451 $ 9,008 $ - S 47,701 $ 1,000,2R0 182243 $ 33,139 $ 6,631 $ 8,963 $ - S 48,733 5 '�,049,012 181332 $ 34,062 $ 6,815 $ 8,918 $ - $ 49,795 $ 1,098,80? 180425 $ 35,010 $ 7,005 $ 9,142 $ - $ 5'4,157 $ 1,149,96� 179523 $ 35,984 $ 7,200 $ 9,097 $ - $ 52,281 $ 1,202,245 178625 $ 36,986 $ 7,400 $ 9,051 $ - $ 53,437 $ 1,255,682 177732 $ 38,015 $ 7,606 $ 9,279 $ - S 54,900 $ 1,390,582 178843 $ 39,073 $ 7,818 $ 9,232 $ - S 56.,124 $ 9,366,i06 175959 $ 40,161 $ 8,036 $ 9,186 $ - $ 57,383 $ 1,424,089 175079 $ 41,279 $ 8,259 $ 9,417 $ - S �8,955 $ 1,483,04t 174204 $ 42,428 $ 8,489 $ 9,370 $ - � 60,287 � 1,543,331 173333 $ 43,609 $ 8,726 $ 9,323 $ - 8 61,658 $ 1,604,989 172466 $ 44,823 $ 8,968 $ 9,558 $ - S 63,3�f3 $ 1,668,338 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ., f i DE►�►L � N� F�C� i�S � a c�ae�� BOM�+wrerr Financing Summary Utility Bill Expense Savings w/ your Solar Array Rooftop Ballasted Solar Array -186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters Utility Bill Power Purchase Expense Reduction $26,321 $26,794 $27,283 $28,021 $28,538 $29,071 $29,859 $30,424 $31,005 $31,847 $32,463 $33,097 $33,996 $34,668 $35,360 $36,322 $37,054 $37,808 $38,838 $39,636 $40,458 $41,561 $42,431 $43,326 $44,509 Xcel Photovoltaic Credit Rider Tariff General Service Rate Plan Solar Array Power Purchase Expense $21,057 $21,436 $21,826 $22,417 $22,831 $23,257 $23,887 $24,339 $24,804 $25,477 $25,970 $26,478 $27,197 $27,735 $28,28a $29,058 $29,643 $30,247 $31,070 $31,709 Total Annual Energy Expense Savings Power Purchase Expense Savings w/ Solar Array 55,264 55,359 55,456 55,604 $5,708 $5,814 $5,972 56,085 56,201 E6,369 Ss,a92 E6,619 Ss,�9s $6,934 57.072 57,264 S�,a�� 57,562 57,768 57,927 aao,asa 541,561 542,431 543,326 544,509 00 58�0 ■ Lease Terminated Early -° Lease Runs full term � 460. 4p,00� L�'O�pO !.l.� E,l,t_� F �_�.�_� �.9_6..�,�.A.�.�. .;_. �o � � N N 1"f M R 10 d d �0 N t0 �6 �6 W r r a y y > y s During the Term of your Lease and PPA you will receive approximately... 20.0°!0 Utility Bill Expense Savings during years 1 to 20 Assuming an Average Annua! Utiiity Rate fncrease af 3.30% Thereafter, you wilt receive ALL of the ENERGY generated frpm your solar array fpr FREE! �� ` iDEAL ENERGIES '� - w aauM� ooNnwwv 40 Year Customer Cash Ptow Ezample - Net Metering w/ Utitity Bill Savings Rooftop Baliasted Solar Arcay - 186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters Xcel Photovoltaic Credit Rider Tariff General Service Rate Plan This CashFlow summary is intended only as en exemple. �� iDEAL EI�JERGiE� � - A 0`IIEiM� ftON►Ai1Y 40 Year Customer Cash Flow Exampte - Net Metering w/ Utility Bilt Savings Rooftop Ballasted So�ar Array - 186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters Xcel Photovoltaic Credit Rider Tariff General Service Rafe Plan Total Annual Energy Expense Savings ■ Lease Terminated Early � Lease Runs full term �o 4�0• The extentling above the dark blue bars on the graph represent the Total Additional Mnual Energy �p0 Expense Savings achieved when the Lease and Power .+ r��6�` Purchase Agreements are tertninated eady I ��,�� . � � N N i7 ��+f i i N R W W 10 N > > i > r % O 4�p0 0� S�9 O� � 4,i00 O� Sti�O O� S'`�O S� Total Cumulative Annual Energy Expense Savings ■ Lease Runs full term Lease Terminated Early qo�� 4. The extentling above the da`tc blue bars on the graph represent the Atld(tional Total Cumulative Annual Energy Expense Savings achieved when the Lease and p0�• Power Purchase Agreements are tertninated eariy A S1' I ..ena��a��1 �1 � � N N M o�f A A Y � Y�i d N Cml d N y } � Y } y 0 58��0� O 56�00� O� �pOC O 51�00� 4� �i�� '��t�� M�� iDEAL Energies DeliVera�les - �4 Turnkey Ser�eice Rooftop Ballasted Solar Array -186.4 kWDC 400 Watt Solar Panels @ 10°tilt & 180° az w/ 140 kWAC SolarEdge Inverters Xcel Photovoltaic Credit Rider Tariff General Service Rate Plan Solar Survey Site Electrical Systems Review System Layout and Electrical Engineering Structural Engineering & Analytical Testing (review of roof / soil adequacy to support the system) Tariff Application, Procurement, Engineering and Processing Fees, if any Utility Interconnection Agreement(s) Solar Array Equipment Solar Array Installation Electrical Connection — connect system to your building's electrical switchgear System monitoring equipment and software for web based monitoring Building Permit & Inspection Electrical Permit & Inspection Project Management Training Start-up Solar Array Supporting Documentation Federal Tax Credit Documentation All Other Required Deliverables � iDEAL EI�EFZC�#ES � A �iREEAd� QOMPAPlY Capital Lease - How It Works Rooftop Ballasted Solar Array - 186.4 kW DC 400 Watt Soiar Paneis @ 10°tilt & 180° az w/140 kWAC SolarEdge Inverters Xcel Photovoltaic Credit Rider Tariff General Service Rate Plan Client 1. Is the Fee Title Owner of the solar array 2. Receives annual rent from Greenz Solar Leasing 3. Pays GreenZ Solar Leasing for power genarated from the solar array 4. �nsures the solar array Ownershin Our Client purchases their solar array from Ideal Energies and immediately owns it outright. (Client is the fee tiUe owner) FactliN Lease Under the Facility Lease, Green2 Solar Leasing pays Ideal Energies for the soiar array, and becomes the tax owner so they can leverage tax benefifs on the ClienYs behalf. The Facility Lease also assigns any rebates to Green2 Solar Leasing to help pay for the solar array. Immediately after the purchase, the Client Leases the solar array to Green2 Solar Leasing for annual 4ease payments, and Green2 Solar Leasing operates and maintains it on the ClienYs beha�f. GreenZ Solar Leasing 'I. Pays Purchase Price to Ideal Energies for Client 2. Pays annual rent to Client 3. Receives and uses availabie tax benefits 4. Receives and uses available Rebates 5. Operates and maintains solar array for Ciient 6. Bills Client for Power generated from the solar array Power Purchase The Client pays Green2 Solar Leasing for the energy generated from the solar array at a discount vs. utility rates. W ( V � a= 0 w= Z° � w� z W �W C QO < G� � � N � � .' t0 � m � i:' � ai C .� d � d Z d Q � W 0 � r H � U E 0 .. N 7 v � �o r 0 a � � a� � a� > c a� � � �.�.� L � 0 � U Q> > Y O � � 3 N t6 O � o� O � � � � � a (6 0 � � � 0 0 � U 0 � � a � m 0 � a � � c� � m n 0 � 0 0 � � n e � � � N @ T C V N V d c N .� m E E m 0 � U N � W) i� > �Z 4 Wn � Z� 0 W" z W � � a° < 0 ._ � `�+ ��e ,' � h � C .; lC � m .?' �+ � a� L :� d � d z d Q � x W 0 LL Z R U d � O N 7 U eLa d � 0 � � L � � � i c a� rn � w L � '�^ v! U Q> > Y � � � � N t0 O � @� � � � to a @ 0 � � � 0 O � U � � Y N ch M � c� L Q � '�^ V/ � � � � M� W Q 0 � � N0 LL N n � � � � � T C � N � c N � m E E 3 r m U � WI �' � n W= Z� n W" : W �m � a° < o� � N � C .� eo N m � �+ � � c .� � d z d a E � W 0 � t e�a U a`� E 0 ++ N 7 :.i � � 0 v N � � > c a� rn � W f6 O � U Q � � 0 v 3 N t6 O � � � 0 � N � � � a m 0 � � � � M U 0 � rn c� � � ¢ � � 0 � a a� Y � � � m iz 0 � 0 0 � c m � a 3 � a� � � m � c°n cn �� X � a> c9 � I ^k�i�=i�,'F ipk�ir €: �+r �l��lHl�;��i�� . � w riw�p;�j�€�,��;� � M '.�,. iDEAL ENERGIES 186.4kW DC ! 140kW AC ( J� Report Project Name Praject Address Prepared By City of Hopkins - Publi< Works 17100 Excelsior Blvd Hopkins MN Chris Psihos ch ris. psi hos@idea I e n e rgies.com �i�l Monthly Production 40k 30k g 20k tOk 0 i �L �ystem Metrics 1 Design 186.4kW DC ! 146kW AC IModule DC 186.4 kW Nameplate I�verter AC 140.4 kW Nameplate Load Ratio: 133 Annual 229.4 MWh Production Performance gQ 8� Ratio k1NhlkWp 1,23�.7 Weather Dataset TMY, MINNEAPOLIS-ST PAUL INTLARP, NSRDB (tmy3, Ij 5lmuiator Oa85ecb1fl-666d51b86b•ae8fff61fa- Version cbebe908f0 I � � � I Jan Feb Mer P.pr May Jun J�i Aug Sep Oct Nov Dec �j Annual Production Description Irradiance (kWh/m2) � Energy I (kWh) i Temperature Metrics Output % Delta Annual Global Horizontal Irradiance 1,398.8 POA Irradiance 1,5223 8.8% Shaded Irradiance " 1,507.6 i -1.0% �rradiance after Reflection 1,453.5 � -3.6°h lrradiance after Soiling . 1,347.0 i -7J�/o __. __. : Total Coilector Irradiance 1,341.0 0.0% � Nameplate . 252,163.8 � Output at Irradiance Levels 249,5633 -L0% OutpuL at Cell Temperature Derate : 246,295.2 ; -1.3% OutputAfterMismatch 246,070.2 -4.1% OptimizerOutput 242,624.6' -1.4% Optimal DC Output , 242,086.1 -0.2% Constrained DC Output ; 236,192.5 ; •2.4°� Inverter Outpu[ ' 230,560A j -2.4% Energy to Grid 229,408.0 -O.S�o Avg. Operating Ambient Temp 113 °C Avg. Operating Cell Temp 17.8 °C i Simulation Metrics Operating Hours 4601 Solved Hours 4601� , G Prciect �oca[ion j • � � Y�1 ��' � �` � 1F .. F R� � �� '{�` � ;�- , , .:� '�F � � �„ —�� .� � , � ,.� i 4 f" ; -�� I � t . I .t . . �� • � . • - . .�r+r+� ' - �� . � '':r , ,. . . .,•.r�Y,q��, ;x � �. `.k_•.S � .... . ._.h:� L . �f� I .^ F `^ I � � Sources of System loss AC Syatem: 0.595 � Shading: 1.0% Invertets:2.4% � / Refleetion:3.6% Cllpping:2.4% � � Wiring:0.2% � Optimisera:1.4% --'•p-, Mismatch:0.1% �, Temperature:l.3°/, / �' � \ - , Solling: 7.7 % Irradiance:l.0 % �1 Condition set f ' Descriptioa MINNEAPOLIS-ST PAUL INTL ARP, NSRDB (tmy3, I) 25,54,50,25 � � Weather Dataset TMY, MINNEAPOLIS-ST PAUL INTL ARP, NSRDB (tmy3, I) SolarAngle Lo<ation Meteo LaVLng Transposition Model Perez Model � Temperature Model Sandia Model RackType a b TemperatureDelta Temperature Model Parameters Fixed Tilt -3.56 -0.075 3°G Flush Mount -2.81 -0.0455 j 0°C k J F M A M J J A S O N D � Soiiing (%) � 50 � 25 2 2 2 2 2 2 2 2 25 SO ' � irradiation Variance 5% . 1 iCell Temperature Spread 4° C � ! Module Binning Range 0% to 1.6% � � AC System Derate 0.50% ' Module Bp�oaded �haracterization ( Module Characterizations y i JKM460M-72H-V Qinko Folsom Spec Sheet � Solar) Labs Characterization, PAN - Device Uploaded By Characterization � Component € Characterizations SE20KU5 (SolarEdge) ; Folsom Labs Default Characterization � P860 (SoiarEdge) Folsom Labs Sheet �, tDE14t ENEF2C;IE� 6 Components Component Narne Count mverters SE20KU; (SolarEdgej 7 f'4JA k.Wi St�'rngs 10 RWG {Coppery ' : €�,�3'r4.? f[� Gptimize=s P850 {5*�"arEdge) z34 (207.2 kW) h':odule linko Solar, )KM400M-72H-V 466 (186.4 (400W) k;W) �� Detailed Layout y�y Wiring Zones Description JAring Zc�ne Combiner Poles String Size Stringing Strategy � 2 1338 Along Racking eiE Field Segments Description Racking One�tation Til[ Azimuth Intrarow Spacing Frame Size Frames Modules Power � ie�d Segment 1 Fixed Tilt Landscape (HoriZontap 10° 182° 1.7 ft 1x1 474 466 186.4 kW x r � s.., �,�� iDEAL ENERGI�3 133.ZkW DC � � OOkW AC City of Hopkins Ice Arena, 11000 Excelsior Blvd Hopkins MN �_____._v___ _.__. � _ __�.u.m_:_.__. -._.__a__._� f Report �ut Sys[em Metncs � p Pro}ea Locacic^ - +.r Project Name City of Hopkins -!ce Arena Design 133.2kW DC / 1 QOkW AC .,�� . �. � r H ��,�,� Project Address 17000 Excelsior Blvd Hopkins MN Module Dt 733.2 kW � � X`+ �` Nameplate k lr �� ' • ' . �'�• j Chris Psihos � Prepared By Invercer AC 100.2 kW �j � i 6 - chris.psihos@idealenergies.com � � � Nameplate Load Ratio:133 � � �I ly1�� ; i 1� � ' ":� 4)7 ' P oduc#ion 166J MWh •� , i. ■;��i i �Performance $z z� Ratio y^ � � { kWh/kWp 1,2513 Y, � _ � TMY, MINNEAPOLIS-ST PAUL INTLARP, -�� Weather Dataset NSRDB (tmy3, I) r � , _ _ �(� ` . , xar �! – Simulator Oa85ecb1t7-666d51b86b-ae8fff67fa- " — • �'.•' " _ •---�_� 1•t� { Version cbebe908f0 � _,� � �� - � . I lZ�n.�_ . _l_ _ t.'.� .,:1,� a�i Monthiy Production 25k 20k 75k � Y 10k I Sk I� � �1 0 Jan Fe6 Mar Apr May Jun Jul Aug Sep Oct Nov Dac y Annual Production Description Annual Global Horizontal Irradiance POA Irradiance Irradiance Shaded Irradiance (kWh/mz) 1 _ _ .. . TotalCollectorlrradiance =r�� Output at Irradiance Levels i Output at Cell Temperature Derate � Output After Mismatch � Energy Qpiimizer Output � (kWh} I Optimal DC Output a � Constrained DC Output iInverter Output � Energy to Grid Temperature Metrics Avg. Operating Ambient Temp Avg. Operating Cell Temp Output %Delta 1,398.8 1,522.3 1,509.8 1,455.2 7,342.5 1,342.5 180,392.2 7 78,534.5 176.202.7 176,0453 173,580.2 173,232.0 170,829.0 ' 167,513.0 166,b76.0 8.8% -0.8% � -3.6No -7.7% � 0.0°h -t.045 -13% � -0.1 % -1.4% � -4.24b -1.4% � -1.9% � -4.5% 113 °C 17.8 °C � ; Simulation Metrics I Operating Hours 4601 Solved Hours . 4601 m Sources of System Loss AC System: 0.5°/s � Shading: 0.8Y. Inverters: 1.9 % � / Reflection:S.6% Cllppl�g:7.4% \ , WIHng:0.2% �( . Optimizers:l.4% � J . Mismatch: 0.7 % Temperature:7.3% �� ' � Irradlanee. 7.0% Sa7ing: 7.7X '.�; iDEAL ENERGIES r Condition Set Description MINNEAPOLIS-ST PAUL INTL ARP, NSRDB (tmy3, I) 25,50,50,25 Weather Dataset TMY, MINNEAPOLIS-ST PAUL fNTI ARP, NSROB (tmy3, 1) Solar Angle Location Meteo LaVLng Transposition Model Perez Model Temperature Model Sandia Model RackType a b TemperatureDeita Temperature Model Parameters Fixed TiI[ -3.56 -0.075 3°C Flush Mount -2.81 -0.0455 0"C J F M A (M F J A 5 O N D Soiling (%) 50 25 2 2 2 2 2 2 2 2 25 50 Irradiation Vartance 544 CeII Temperature Spread 4° C Module Binning Range 036 to 1.6�'0 AC System Derate 0.50% Module Module Characterizations )KM400M-72H-V (Jinko Solar) Component Clxaracterizations Oevice SE33.3KUS(SolarEdge Technologies) P860 (SolarEdge) 6 �:omponents Component Name SE333KUS (SolarEdge Inverters Technologies) Strings 10 AWG (Copper) Optimizers P860 (SolarEdge} Module l�nko Solar, JKM400M-72H-V (400W) Uploaded �haracterization Sy Folsom Spec Sheet Characterization, Labs PAN Uploaded eharacterization By Folsom CEC Efficiency Curve Labs 2075-09-OS Folsom Sheet Labs Count 3 (100.2 kW) '9 (935.5 ft8 17t ttazi 4!�') 333 (133.2 kW) � Wiring Zones Description Coroibiner Poles � Wiring Zone 12 String Size Stringing Strategy 13-38 Along Racking . e Field Segments Description Racking Orientation Tilt Azimuth Intrarow Spadng Frame Size Frames Modules Faw2r Field Segment 1 Fixed Tilt Landscape (Horizontal) 10° 181 ° 1.7 ft tx1 333 333 133.2 kW %r iDEAL ENERGIES Q Detailed Layout � . � �'� � �� 1 � • M � ��. 3DEA1, EtJERGIES —+ •� . ��w�i� ____�r..% �:�-- x,: iDEAL ENERGIES 54kW Solar Rewards � f .Report `V. _. _ __. __._. ._ .__ �_. _ � Project Name City of Hopkins - Fire Dept Project Address 101 17th Ave 5 Hopkins MN Prepared By Chris Psihos chris.psi hos@idea lenergies.com �Id Monthly Production IOk 7.Sk Y Sk 2.5k 0 �� Jen Feb �j Annual Production Destription ad System Metrics Design 54kW Solar Rewards Module DC 54.0 kW Nameplate InverterAC 40.1 kW Nameplate Load Ratio: 735 Annual 67.24 MWh Production Performance g1.8% Ratio ko9'hlkWp 1.245.2 Weather Dataset TMY, MINNEAPOLIS-ST PAUL INTLARP NSRDB (tmy3, I) Simulator Oa85ecb1fl-666d51b86b-ae8fff67fa- Versian cbebe908f0 �� . . � � �_r Mar Apr May Jun Jui Aug Sep Oct Nov Dec An�ual Global Horizontal Irradiance POA Irradiance Irradiance Shaded Irradiance �. (kWh/m2) Irradiance after Reflection Irradiance after Soiling ; 7otai Collector Irradiance Nameplate Output at Irradiance Levels Output at Cell Temperature Derate Output After Mismatch Energy Optimizer Output (kWh) - Optimal DC Output Constrained DC Output Inverter Output Energy to Grid Temperature Metrics Avg. Operating Ambient Temp Avg. Operating Cell Temp Outpuc 1,398.8 ; 1,522.3 1,516.1 � 1,455.6 1,342.8 ; 7,342.9 73,753.8 72,401.4 71,453.0 71,387.9 I 70,388.3 S 70,242.7 ? 69,210.6 67,580.3 67,242.4 % De�ta S.890 -0.8No -3.6% -7.7% � a.0% Q Sources of System Loss `, Condition Set � Descriptian I Weather Dataset So�ar Angle Locatfon �Tra�sposition Modet Temperatare Model AC System: 0.5� � Shading: 0.8°/. Inverters:2A% � / Refleetion:3.6% Clipping:l.5% � � . Wlring:0.2% � � Optimizers:lA% - Mlsmateh:0.1% �� Temperature:l.3% / \� � , Irtadianee: 1.0 % Soiling: 7.7% f Temperature Model � po� E Parameters -13°�} j I -0.1% �Soiling(4'o) -1.44U 1 _p,2qb Irradiation Variance -1.5°k � � tell Temperature Spread -2.4°h � � � Module Binning Range -0.5% k AC System Derate 11.3 °C 17.8 °C { Simulation Metrics Operating Hours 4601 Solved Hours 4601 � MINNEAPOLIS-ST PAUL INTL ARP, NSRDB (tmy3, I) 25,50,50,25 TMY, MINNEAPOLIS-ST PAUL INTL ARP, NSRDB (tmy3, Ij Meteo LaVLng Perez Model Sandia Model Rack Type a b Temperature Delta Fixed Tilt 3.56 -0.075 3°C Flush Mount -2.81 -0.0455 0°t J F M A M ) J A S 0 N D 50 25 2 2 2 2 2 2 2 2 25 50 5% 4° C 0%to 1.6% 0.50% jModule Bp�oaded �haracterization kModuie Characterizations , Y JKM400M-72H•V Qinko � Folsom Spec Sheet � Solar) Labs Characterization, PAN Device Uploaded By Characteriution jComponent i Characterizations SE2QKU5 {SolarEdge) Foisom Labs Default �haracteriza[ion � ( P860(SolarEdge) Folsom Labs Sheet ( ��, iDEAL ENE�GiES 8 �omponents Component Name Inverters SE20KU5 (SolarEdge) Strings 10 AWG (Copper) Optimizers P860 (SolarEdge) Module linko Solar, JKM400M-72H-V (400W) e:czunt 2 (40.1 kW) 4 (306.8 ft) f � (58.5 kW) 735 (54.0 kW) � Wiring Zones Description Combiner Poles ' WiringZone 12 ..e Fieid Segments String Size Stringing Strategy 13-38 Along Racking Description Racking Orientation Tilt Azimuth Intrarow Spacing Frame Size Frames Modules Power Field Segment 1 Fixed Tilt Landscape (Horizontal) 10° 181.5° 7.7 ft 1 x1 36 36 14.4 kW Field Segment 2 Fixed Titt Landscape (Horizontal) 10° 181.5° 1.71'c tx1 99 99 39.6 kW � Detailed Layout � � 1 � f. ' � � .. � '' • � � � � N � � 0 _F. r � '`�� - �- -� �._.__:..._ � �� ' ► �"'�.� �� • •*r ■ . � � r' _! i . � , - ."-� r . , _ a �e .,.� _ � � '�°' iDEAL ENERGIES � i� r� 1� S' rf ��,' r � . . �r i �` t�-� � �, . � � r �r� : �'�-� __ r� � a� jinkosolar.us • IS090012008 Quality Standards • IS0140012004 Environmental Standards • OHSAS18001 Occupationai Health & Safety Standards • IEC61215, IEC61730 certified products • UL1703 certified products Nomenclature: JKM400M-72HL-V Code Cell = Code Cell Cotle CeNfication null Full null Nortnai �ull 1000V H Half L Diamond V 1500V C UL US � �� LISTED � 1� Jin«Ci� zY FFOTIIRFC �� Diamond Cell Technology '�� Uniquely designed high performance 5 busbar mono PERC hatf cell • Nigh Voltage J UL and IEC 1500Vi cerfified; lowers BOS costs and yields better LCOE �� Higher Module Power J Decrease in current loss yields higher module efficiency � Shade Tolerance More shade tolerance due to twin arrays �_i: PID PREE Pip.iR, � Reinforced cell prevents potential induced degradation i i�a �, taosc U 0 97% E 0 a 909 3 a° w v 0 802% 0 c'9 Strength and Durnbility Cerfified for high snow (5400Pa) and wind (2400 Pa) loads 10 Year Product Wqrranty • 25 Year Linear Power Warcanfy � Linear performance warranfy qaQ,.t.o Standard performance warraniy no1 �olue fro� J nko So/pf S lrne4r �- � wo7a�� 1 5 12 years 25 r� � �� . j t.e � i�� { '� �'—_,� �I �,,_ ' ' � , _ ,. , � - �_.�.. � , , _. � a� ( 27pcsPpatiet, 54pa/stack, 54<tpcz/40'HQ ConWiner Curtent-Vokage & Power-Volfage Curves (390W) . 5 .. .a _5 __ l�e,dtage ( V ) Temperature Dependence otlse,Voc,Pmax ,� ,� ,w _ � _ I lxc �£ , ,. ,��p ; - ,,��. ��, �� 4 O^ SO -E 0 25 W 15 fOD t:ell Temperature(`C) i.ell Iype �sw,a �E�c o��„w,d ��I �i s�.7s ■ � sa.�s enm) No.of Half-cells 144 (6x24) ❑imens�ons 2008x7fl02xdOmm d�9 D6x 34.45x S 57 inchy 22.5 kg i49.6 Ibs) ;a+�, a.�.��. I E ronk Glass �{s;jf�: dea�nf 54idn, pyV .��+_�4i Ei Anodized Aluminium Alloy lunccmors Bak 1P67 Retecf 12AWG, Anode 1400mm{55.12 in), Cafhade 1400mrn(55.12 in) or �ustomized lengffi Fire Type Typel Module Type .1KM380AM-72HL-V JKM385M-72HL-V JKM390M-72HL-V .IISM395M-72HL-V JKM400M-72HL-V SfG NOCi STC NGY.'T SfC IVc�tT STC NOCT SfC NOCT f�Naximum Power (Pmax) 380Wp 286Wp 385Wp 290Wp 390Wp 294Wp 395Wp 298Wp 400Wp 302Wp 1490ximum PowerVoltar�e NR"¢) 4��s� ��fiV 40.8V 38.8V 41.9V 39.iV 41.4V 3�3.3V 4i.iy gg.gy Pviaximum Power Current (Imp) 9.39A 7A2A 9.44A 7.48A 9.49A 7.54A 9.55A 7.60A 9,60A 7.66A Open-circuit Voltage (Vod d8.9V 47.5V 49.1V 47.7V 49.3V 48.OV 49.5V 48.2V 49.SV 48.5Y Short-circuit Current (Isc) 9.75A 7.88A 9,92A 7.95A 10.12A 8.02A 10.23A 8.09A 90.36A 8.16A Module Efficiency STC {°b) 18.89+`ti 19.74% 1�.38% t9.�,3"/ 7s689i Operating Temperature (°C) -4o°C-+85°C F�iaximum System Voltage 1500VDC(ULN1500VDC(EEC) Il�aximum Sei �gvr�r Tolerer�c� Temperature Temperature Goefficients of Voc Temperature Coefficients of Isc Nominal Operating Celi Temperature (NOCT) 4_F34o •Q.28%!°G o.o4s / iC a�s2°C ST�: ��':Irradiance 1000W/m� j,�� Cell Temperature 25°C �. i�M=1.5 ��T: �'Irradiance 800W/mz i�` Ambient Temperature 20°C '� AM=1.5 "� Wind Speed lm/s ` �easurement tolerance: t 3l GAUTION: READ SAFETY AND INSTALLATION INSTRUCTIONS BEFORE 11SING THc PRODUCT. � Jinko Soiar Co., Lid. Ali rights reserved. Specifications included in this datasheet are subject to change without �otice. JKM 380-4001a"-72HL-V-A 1.1-US •F Trade Secret �, iDEI�L ENERGIES Solar Array Purchase, Facility Lease & Power Purchase Agreements 186.400 kW DC JinkoJKM400M 140.00 kW AC SolarEdge SE100k(1) & 20k(2) 480V3Ph Inverter(s), SolarEdge P860 Power Optimizers & Unirac, PanelClaw (or equivalent) Ballasted Racking Date: Solar Array Legal Owner: Customer Corporate Form: Customer Mailing Address: Customer Signer Name: Customer Signer Title: Customer Authorized Representative: Customer Authorized Representative Tel: Xcel Photovoltaic Credit Rider Tariff Customer Information December 12, 2019 City of Hopkins Minnesota City 11100 Excelsior Boulevard, Hopkins, MN 55343 Mike Momson City Manager Steve Stadler (952)548-6350 Installation Address: 11100 Excelsior Boulevard, Hopkins, MN 55343 Premise Number: 302902893 Real Property Owner: City of Hopkins Real Property Owner Mailing Address: 11100 Excelsior Boulevard, Hopkins, MN 55343 System Size in kW DC: Installation Cost: Project Completion Date: Tariff Name: REC Owner: Tax Credit Percent: Project Information 186.400 (kW DC) (+l- 0.20 kW DC) $282,400.00 August 31, 202Q Xcel Photovoltaic Credit Rider Tariff Customer 30% Panel Description: JinkoJKM400M (72 cell Tier 1, CEC listed, or DNV-GL Rated Top Pertormer) Panel Size in Watts DC: 400 {+/- 20 Watts DC) Inverter Description: SolarEdge SE100k(1} & 20k{2) 480V3Ph Inverter(s) Total Inversion in kW AC: 140.00 (kW AC) Power Optimizer Description: SolarEdge P860 Power Optimizers Solar Racking Description: Unirac, PanelClaw (or equivalent) Ballasted Racking Facility Lease and Power Purchase Agreement Information Real Property Use: Public Works Tenant: Green2 Solar Leasing, LLC Tenant Signer Name: Rich Ragatz Tenant Signer Title: Vice President Leased Space Rent Payment: $90.00 per year Leased Energy System Rent Payment: $10.00 per year 1 Trade Secret Purchase Agreement 186.400 kW DC JinkoJKM400M Solar Panels with 140.00 kW AC SolarEdge SE100k(1) & 20k(2) 480V3Ph Inverter(s}(s), SolarEdge P860 Power Optimizers & Unirac, PanelClaw (or equivalent) Ballasted Racking Xcel Photovoltaic Credit Rider Tariff This PURCHASE AGREEMENT (this "AgreemenY'), dated December 12, 2019 ("Effective Date"} is between IDEAL ENERGIES, LLC, a Minnesota Limited Liability Company, whose principal place of business is located at 5810 Nicollet Avenue Minneapolis, MN 55419 ("Seller"), and City of Hopkins, a Minnesota City, whose principal place of business is located at 11100 Excelsior Boulevard, Hopkins, MN 55343 ("Customer"). Seller and Customer are sometimes also referred to in this Agreement jointly as "Parties", or individually as a "Part�'. RECITALS A. Seller sells and installs grid-tied photovoltaic solar electric systems (the "Energy System") and Customer desires to purchase and install an Energy System on the Installation Location described above (the "Site" or "Real Propert�') in accordance with the terms and conditions set forth in this Agreement; and B. Customer will, with the assistance of Seller, apply for the Tariff (as defined below) for the Project (as defined below) by executing Utility Agreements (as defined below) required to install the Energy System and receive the Tariff; and C. Whereas, the Customer will, in connection with this Agreement, enter into a Facility Lease Agreement (the "Facility Lease AgreemenY') with Green2 Solar Leasing, LLC ("TenanY') pursuant to which Tenant leases, operates and maintains the Customer's Energy System; and D. Whereas, the Customer will, in connection with this Agreement, enter into a Power Purchase Agreement (the "Power Purchase Agreement"} with Tenant pursuant to which Tenant will sell power generated by the Energy System to Customer; and. E. The following rules of construction apply to this Agreement; unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) "including" means including without limitation; (iii) words and defined term in the singular include the plural and words and defined terms in the plural include the singular; and (iv) any agreement, instrument, program, or statute defined or referred to herein means such agreement, instrument, program, or statute as from time to time amended, modified or supplemented. AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. Condition. This Agreement is executed on the same date as the Lease Agreement and Power Purchase Agreement befinreen and among the Parties to this transaction, and the Tenant {collectively "Agreements"). The Agreements become operative on the Effective Date, are to be interpreted together where necessary and are each subject Customer / City of Hopkins Owner Installation 11100 Excelsior Boulevard, Hopkins, MN Location 55343 Xcel Premise # 302902893 to termination upon the failure of essential conditions subsequent. 2. Services. Seller will, at its expense, perform electrical engineering on the Energy System, perform structural engineering on the Site to verify it is adequate to support the Energy System, provide and install an Energy System of 186.400 kW DC (+/- 0.40 kWDC) on the Site, and perForm Energy System commissioning (the "Project"). The Energy System will consist of the Energy System components identified on Schedule A(the "System Components") and be installed by Seller pursuant to the ProjecYs design documents {the "Design Documents"). 3. Title and Risk of Loss. Title and risk of loss for the Energy System will pass to Customer upon its Final Project Completion (as defined below). 4. Purchase and Sale; Installation Costs and Pavment Terms. Seller agrees to sell and Customer agrees to purchase the Energy System and the services provided for hereunder for a total cost of $282,400.00 (the "Installation CosY'). The Installation Cost for the Project will be paid in cash or other immediately available funds net fifteen (15) days within the Final Project Completion from the Tenant to the Seller pursuant to the Facility Lease Agreement. 5. Customer's Reoresentations and Responsibilities. a. Customer represents that it owns the Site. b. Customer represents that they are not a party to any litigation that would materially or adversely affect their ability to enter into or perform under this Agreement, or the Facility Lease and Power Purchase Agreements of even date herewith befinreen Customer and Green2 Solar Leasing, LLC. c. The individual listed in Schedule B is authorized to act on behalf of Customer. d. Customer will, at least finro weeks before the Final Project Completion date for the Project, provide and maintain either a wireless internet connection or a RJ45 Intemet outlet at the electrical room for connecting the Energy System's web-based monitoring equipment. If Customer daes not provide the foregoing, Seller will provide and install a cellular device for exclusive use by the Energy System for an additional fee of $250 due directly from Customer in addition to the lnstallation Costs and Customer will be responsible for any cellular service provider data charges. 6. Seller's Representations and Res�onsibilities. a. Seller will provide all System Components, Design Documents, labor, equipment, supplies and services necessary to install the Energy System and the System Components at the Site in accordance with the "Scope of Work" described in Schedule C. Trade Secret b. Seller will perform structural engineering at each Site and prepare electrical drawings for the Energy System (the "Engineering"). c. Seller will perform all services in compliance with applicable laws, rules, regulations, governmental approvals and permits, including all applicable agreements with, and tariffs of, the local utility (collectively, "Applicable Requirements"). Installation Plan. Customer and Seller will work together to' develop a proposed work plan and schedule for the installation of the Project (the "Schedule"). If events arise which make meeting the Schedule impractical, such as availability of equipment and other reasonable delays, Seller will notify Customer of the same as soon as reasonably possible, and the Parties will adjust the Schedule accordingly. The Project will be completed when system witness test is performed for the Project, and the Energy System is turned on and is capable and authorized under all Applicable Requirements to generate and deliver electric energy to Customer and the local utility's electrical grid at the Interconnection Point ("Final Project Completion"). Notwithstanding any delays or any changes to the Schedule, the anticipated date for Final Project Completion for the Project is August 31, 2020. 8. ChanAes. a. It is the desire of the Parties to keep changes to the terms of this Agreement to a minimum, including changes to the Schedule. Either Party may request a change by advising the other Party in writing of the proposed change. For each change request, Seller will prepare a revised Schedule, an updated schedule to this Agreement, or any other necessary document and an applicable cost estimate. Customer will advise Seller in writing of its approval or disapproval of the change. If Customer approves the change, Seller will perform the services as changed, and the Installation Costs will be adjusted to reflect the requested change. If Customer does not approve the change, approval not to be unreasonably withheld, Seller shall continue under the Schedule. b. The equipment selected by Seller and described on Schedule A may be substituted by Seller in accordance with the requirements of this Section as required to accommodate structural limitations of the Site, the availability of equipment, changes in panel wattage available from manufacturers, or other reasons approved by Customer. For any substitution in solar panel listed on Schedule A, Seller may substitute a solar panel with any standard monocrystalline 72 cell high efficiency solar panel that is Tier 1 rated, CEC listed, &/or a DNV-GL Rated Top Performer, and that has at least a 10-year manufacturer's workmanship warranty and a 25-year production warranty achieving at least 80% of its rated capacity. A substitution in panel wattage that results in a total kW DC variance of +/- 0.20 kW DC may be made by Seller without amending this Agreement. Seller may substitute a power optimizerwith any model that is appropriately rated for the solar panel installed at the Site. 9. Tariff, Utility Bill Credits, and Tax Credits. The Parties anticipate the Project will be eligible for the following: a. The Customer's Project should be eligible to receive the Tariff described in Xcel Energy's Electric Rate Book, as may be amended or replaced from time to 2 time, as the Photovoltaic Demand Credit Rider (the "Photovoltaic Rider") Rate Code A85 (closed rate) or A86 (open rate) which currently provides a Utility Bill Credit on the Customer's Utility Biil (the "Utility Bill Credit") based on the kWh produced from the Energy System from the hours 1:00 PM to 7:00 PM multiplied by the rate per kWh specified in the Tariff for the applicable Rate Code (the "Tariff'). To apply for the Tariff, Customer agrees to execute required Utility agreements (the "Utility Agreements") including but not limited to: (i) Electric Service Agreement (ii) Amendment No. 1 to Electric Service Agreement, and (iii) a Uniform Statewide Contract for Cogeneration and Small Power Production Facilities, under which Renewable Energy Credits (the "RECs") for the Project belong to Customer, and any other documentation required by the Utility's program. b. Customer should be eligible to participate in the utility's Net Metering Program, Rate Codes A53/A54 (monthly net metering) or Rate Codes A55/A56 (annual net metering), whereby the Customer is compensated by the Utility at the applicable rate specified in the Rate Code for each kWh produced from the Energy System that exceeds the Site's consumption on a monthly or annual basis as per the applicable Rate Code (the "Net Metering Credit"). Under these programs, the energy generated from the Energy System is available for on- site use and reduces the total units of energy (kWh) that the Customer needs to purchase from the utility. c. The Customer's Project may be eligible to receive a Federal Tax Credit from the U.S. Treasury pursuant to the terms of the Facility Lease equal to 30% of the eligible Installation Cost of the Energy System ("Tax Credit") for Energy Systems that are put into service or safe-harbored during 2019. 10. Insurance. a. Seller will, at its own cost and expense, maintain in full force and effect, insurance reasonable and customary for the services being pertormed by Seller under this Agreement, including those set forth on Schedule C. Upon request, Seller shall provide Customer with certificate(s) evidencing such insurance prior to commencement of any work at the Site. A Certificate of Insurance for Seller is provided in Schedule E. b. Customer will at all times, at its own cost and expense, maintain in full force and effect, insurance reasonable and customary for the Site and, after the Final Project Completion has occurred, for the Energy System and the System Components. c. As required, Customer will provide Seller and the Utility with a certificate of insurance that conforms with the Tariff and Utility program requirements. 11. Seller's Waiver and Indemnity Rec�ardin� Liens. To the fullest extent permitted under the Applicable Requirements, Seller waives any right to file or impose any mechanic's, materialman's, or other liens with respect to the Site or the Project. Seller shall promptly pay all undisputed amounts owed for services, materials, equipment, and labor furnished by any person to Seller with respect to the Project. Seller shall, at Seller's sole cost and expense, discharge and cause to be released, whether by payment or posting of an appropriate surety bond in accordance with the Applicable Requirements, within thirty (30) days of its filing, any mechanic's, materialmen's, or other lien in respect of the Project, the Energy System, or the Site created by, through or under, or as a result of any act oe omission (or Trade Secret alleged act or omission) of, Seller or any subcontractor or other person providing services, materials, equipment or labor with respect to the Project. If Seller defaults in its obligation to discharge, satisfy or settle such liens, Customer may discharge, satisfy or settle such liens and Seller shall, within fifteen (15) days of a written request by Customer, reimburse Customer for all costs and expenses incurred by Customer to discharge, satisfy or settle such liens. 12. Warranties. a. Customer understands and acknowledges that the System Components furnished and installed by Seller (including the solar modules, inverters, power optimizers, racking, and monitoring equipment and their performance/energy output), are not manufactured by Seller and will carry only the warranty of their manufacturer. Seller provides only the warranties set forth on Schedule D hereto. Except as otherwise set forth on Schedule D, all other warranties are disclaimed as further set forth below. Seller shall promptly transmit to Customer all manufacturers' warranties on for the Projects, including on any of its System Components or other equipment, and all operations manual(s) following Final Project Completion. Customer, however, is solely responsible for pursuing any warranty claims on System Components against the manufacturer(s) at its own expense, and may look only to such manufacturer, and not to Seller, for any warranty with respect thereto. In accordance with the Lease Agreement, if applicable, Tenant will assist Customer in resolving any warranties relating to System Components as described therein. b. EXCEPT AS EXPRESSLY PROVIDED IN SCHEDULE D, SELLER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE INSTALLATION, DESIGN, DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, ENERGY PRODUCTION, PROJECTED ECONOMIC VIABILITY, FINANCIAL DATA AND PROJECTIONS, CURRENT OR FUTURE TARIFF PROGRAMS, NET METERING, THE AMOUNT OF OR CUSTOMER'S RECEIPT OF UTILITY BILL CREDITS OR NET METERING CREDITS, ROOF PERFORMANCE, FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER OF THE ENERGY SYSTEM, THE SYSTEM COMPONENTS, THE PROJECT, OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT. 13. Ownership of Proiect Documents and Desi�n. All Design Documents for the Customer's Energy System shall be the sole and exclusive property of Customer. Customer grants Seller a license to use the Design Documents solely for the Projects. Seller has no right under this license to use the Design Documents or cause them to be used by a third party. 14. Indemnification; Limitation af Damas�es. Subject to the limitations set #orth below, Seller indemnifies, defends and holds harmless Customer and its elected officials, officers, members, consultants, representatives, agents, and employees (each a"Customer Indemnified Party") against any third party claim for damages, liabilities, losses, costs and expenses, including reasonable attorney fees and costs (collectively, "Damages") incurred or suffered by any of them caused by (i) any material breach of this Agreement by Seller, or (ii) the negligence, gross negligence or willful misconduct of Seller, its employees, or subcontractors in connection with the Projects. b. Subject to the limitations set forth below, Customer indemnifies, defends and holds harmless Seller and its officers, directors, members, consultants, representatives, agents, employees and affiliates (each a"Seller Indemnified Party") against any third party claim for damages incurred or suffered by any of them that is caused by (i) any material breach of this Agreement by Customer, or (ii) the negligence, gross negligence or willful misconduct of Customer or its employees in connection with the Projects. c. Any Customer Indemnified Party or Seller Indemnified Party claiming indemnification hereunder must give each Party prompt notice of the relevant claim and each Party agrees to cooperate with each other Party, at the its own expense, in the defense of such claim. Notwithstanding the forgoing, any Party from whom indemnification is sought shall control the defense and settlement of such claim; provided however that such Party shall not agree to any settlement that materially adversely affects the other Party without the prior written consent of such Party, which approval shall not be unreasonably withheld. Without limiting or diminishing the foregoing, any Party may, at its option and its own expense, participate in the defense of any such claim with legal counsel of its own choice. d. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE ENERGY SYSTEM OR THE PROJECT, OR TO SELLER'S OR CUSTOMER'S ACTS OR OMISSIONS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER FOR NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EXCEPT FOR ANY DAMAGES OF THIRD PARTIES FOR WHICH ONE PARTY IS REQUIRED TO INDEMNIFY THE OTHER PARTY. 15. Termination. This Agreement may be terminated as follows: a. Either 'Party may terminate this Agreement by providing the other Party written notice in the event the Project's the structural analysis indicates the Site is not capable of supporting the Project (except where Seller provides alternate equipment and/or structural retrofits or other requirements specified in the structural engineering report that render the Site suitable for installing the solar array in the Installation Costsj. b. Customer may terminate this Agreement by giving written notice #o Seller at any time prior to completion of the Project in the event that: (i} Seller has breached any representation, warranty or covenant contained +n Trade Secret this Agreement in any material respect, Customer has notified Seller of the breach, and the breach has continued without cure by Seller or written waiver by Customer for a period of thirty (30) days after the notice of breach; or (ii} upon sixty (60) days' prior notice to Seller if Seller has not achieved Final Project Completion on or prior to December 31, 2020. c. Seller may terminate this Agreement by giving written notice to Customer at any time prior to completion of the Project in the event Customer has breached any representation, warranty or covenant contained in this Agreement in any material respect, Seller has notified Customer of the breach, and the breach has continued without cure by Customer or written waiver by Seller for a period of thirty (30) days after the notice of breach. In addition, Setler may before construction begins, in its sole discretion, terminate this Agreement by providing Customer written notice in the event the Seller's performance under the terms of this Agreement would cause Seller significant detriment for reasons including but not limited to significant increases in equipment costs resulting from import tariffs or market variations, or the unavailability of licensed labor required to perform the installation in accordance with the Project Schedule. In the event Seller terminates in accordance with the preceding sentence Seller will refund Customer any payments made to Seller. d. If either Party terminates this Agreement pursuant to Sections 15(a), 15(b) or 15(c), all rights and obligations of the Parties under this Agreement will terminate without any liability of any Party to any other Party, except with respect to Section 14, Section 16, and as otherwise provided in this Section 15, and except for any liability of any Party then in breach. e. Except as otherwise provided in this Section 15, the termination rights under this Section 15 are cumulative with and in addition to any other rights or remedies to which the Parties may be entitled at law or in equity and in accordance with the terms of this Agreement. 16. General. a. Subordination to Utility Agreement. No portion of this Agreement is intended to conflict with any Utility Agreements (the "Utility Agreements") to which Seller or Customer is a party. In the case of a conflict between the terms or conditions of this Agreement and the Utility Agreements, the terms and conditions of Utility Agreements shall control. The utility, or its successors and assigns, is a third-party beneficiary of the provision of this paragraph. Nothing in this Agreement shall prevent the utility, from fully enforcing the terms and conditions of Utility Agreements. b. Relationship of the Parties. The Parties shall for all purposes be considered independent contractors with respect to each other, and neither shall be considered an employee, employer, agent, principal, partner or joint venturer with or of the other. c. Entire A�reement. This Agreement and all the schedules, exhibits, and attachments hereto, together with any agreements referenced herein, constitute the entire agreement and understanding of the Parties relative to the subject matter hereof. The Parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement replaces and supersedes any and all prior oral or written agreements, representations and discussions relating to such subject matter. Survival of Reqresentations. All representations, warranties, covenants and agreements of the Parties contained in this Agreement, or in any instrument, certificate, exhibit orotherwriting provided forin it, shall survive the execution of this Agreement and the consummation of the transactions contemplated herein. e. Amendment. This Agreement may be amended or modified only by a document executed by the Parties. No custom or practice of the Parties at variance with the terms hereof shall have any effect of waiver or consent. Notices. All notices to be given under this Agreement shall be in writing and shall be effectively given upon personal delivery, facsimile or email transmission (with confirmation of receipt), delivery by overnight delivery service or three days following deposit in the United States Mail (certified or registered mail, postage prepaid, return receipt requested). g. No Delay. No delay or failure on the part of any Party hereto to exercise any right, power or privilege hereunder shall operate as a waiver thereof. Force Majeure. Neither Party will be liable to the other Party for any delay, error, failure in performance or interruption of performance resulting from causes beyond its reasonable control, including without limitation fires, flood, accidents, explosions, sabotage, strikes or other labor disturbances, civil unrest, riots, invasions, wars, acts of God, terrorism, or any cause (whether similar or dissimilar to the foregoing) beyond the reasonable control of the Parties. i. Governinq Law / Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflicts of laws principals. Any lawsuit arising out of this Agreement shall be brought only in a court of general jurisdiction in Hennepin County, Minnesota. j. Severabilitv. The provisions of this Agreement are severable. If any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement. k. Successors and Assi�ans. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Agreement, or any portion thereof, without the prior written consent of the other Party, provided Seller may assign this Agreement in connection with the sale of any or all of its assets to a third party or Bank. Any attempted assignment or transfer without prior written consent of the other Party shall be of no force or effect. As to any permitted assignment: (a) reasonable prior notice of any such assignment shall be given to the other Party; and (b) any assignee shall expressly assume the assignor's obligations hereunder, unless otherwise agreed to by Trade Secret the other Party in writing. 1. Marketiraq and Promotion. Seller shall not use Customer's name, image or likeness in connection with advertising and promoting the Project or the Energy System without Customer's approval, which shall not be unreasonabiy withheld. m. Data Practices. Pursuant to Minnesota Statutes, Section13.05, subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by Seller in performing this Agreement is subject to the requirements of the Minnesota Government Data Practices Act ("MGDPA"), Minnesota Statutes Chapter 13, and Seller must comply with those requirements as if it were a government entity. The remedies in Minnesota Statutes, Section 13.08 apply to Seller. Seller does not have a duty to provide access to public data to the public if the public data are available from the Customer, except as required by the terms of this Agreement. n. Pronrietarrr Information. Information claimed by Seller to be proprietary, trade secret or business data shall be governed by the standards required for "Trade Secret Information" as defined in MGDPA, Section 13.37(b) and as it may otherwise be referenced in the MGDPA. All of the data created, collected, received, stored, used, maintained, or disseminated by or to the Customer under this Agreement is subject to the requirements of the MGDPA. The Parties acknowledge that the classification of any government data is governed by the MGDPA and not by the understand9ng of either the Customer or the Seiler. Nofirvithstanding any other provision in this Agreement, the Customer's obligation is to maintain and release the data in a manner that is consistent with the MGDPA, provided, however, that Customer agrees to provide prompt written notice to the Seller when Customer receives a request under the MGDPA for data concerning the terms of the Agreement, including the Agreement itself ("Contract Data"), not including presentations, memoranda and information previously disclosed publicly. When Customer receives a request for Contract Data, Customer shall notify Seller of the request promptly in writing. Customer shall reasonably wait to disclose the Contract Data until the later of (i) Seller getting a judicial determination by a judicial officer, arbitrator, or administrative law judge on the public or nonpublic designation of the Data or (ii) the last day that, in Customer's sole discretion, Customer must make such disclosure to avoid being at risk of a successful claim from the requester that Customer is in violation of the MGDPA. Customer remains solely responsible for the initial determination of whether the requested Contract Data is public or private/nonpublic, but the parties acknowledge that any final determination by a judicial officer, arbitrator, or administrative law judge, or appellate review thereof, will control. If the Customer determines that some or all of the Contract Data is public under section 13.03 of the MGDPA, Customer shall provide prompt written notice to Seller prior to Customer's disclosure of such data so that Seller, its sole expense, shall have the opportunity to object to such disclosure in writing and seek a determination by a judicial officer, arbitrator, or administrative law judge that such data constitutes trade secret information or business data under the MGDPA and therefore cannot be disclosed under the MGDPA. In no event shall Customer be required by the Seller under this Agreement to withhold or delay disclosure of public data contrary to requirements of the MGDPA. Notwithstanding the notice and timing provisions in this Subsection 16n., Customer shall not be liable to Seller for any failure to give notice or otherwise to timely respond to Seller regarding a third- party request for data. Seller's claims against the Customer shall be limi#ed to private actions it may have, if any, for Customer's failure to follow the MGDPA. Record Keepins� Availabilitrr and Retention. Pursuant to Minnesota Statutes, Section 16C.05, subd. 5, Seller agrees that the books, records, documents and accounting procedures and practices of Seller, that are relevant to the Agreement or transaction, are subject to examination by the Customer and the state auditor for a minimum of six (6) years. Seller shall maintain such records for a minimum of six (6) years after final payment. p. Non-Discrimination. Pursuant to Minnesota Statutes, Section 181.59, the Seller will take affirmative action to ensure that applicants are selected, and that employees are treated during employment, without regard to their race, color, creed, religion, national origin, sex, sexual orientation, marital status, status with regard to public assistance, membership or activiry in a local civil rights commission, disability or age. The Seller agrees to be bound by the provisions of Section 181.59, that prohibits certain discriminatory practices and the terms of said section are incorporated into this Agreement. The Parties hereto have caused this Agreement to be duly signed in their respective names effective the date first written above. Seller IDEAL ENERGIES, LLC By: Chris Psihos, its President Dated: Customer City of Hopkins By: Mike Mornson, its City Manager Dated: Trade Secret SCHEDULE A System Components The Energy System is comprised of the following System Components: 1. UL Listed and approved Solar Panels: 466 @ JinkoJKM400M solar panels each rated at @ 400 (+/- 10 Watts DC); 72 cell Tier 1, CEC listed, or DNV-GL Rated Top Performer 2. UL listed and approved DC/AC inverters: SolarEdge SE100k(1) 8 20k(2) 480V3Ph Inverter(s) kW AC 3. Power Optimizers for SolarEdge Inverters: 233 - SolarEdge P860 Power Optimizers (or equivalent) 4. Solar Panei Racking / mounting system: Unirac, PanelClaw (or equivalent) Ballasted Racking 5. Electrical components including but not limited to conductive wiring, ground circuitry, conduit, junction boxes, disconnects, switches, over-current protection, and any associated hardware necessary to complete the installation of the solar electric modules and interconnect with the Site's existing electric service excluding any Specialized Equipment as defined below. 6. Monitoring equipment and web-based remote system monitoring system. Customer is responsible for bringing, providing and paying for Cat-5 or cellular based internet service at the installation location (typically the electrical room). 7. For groundmounted systems, includes grass or mulch, at the Seller's discretion. Customer is responsible for maintaining the ground post installation. 8. If not provided by the Utiliry, a Revenue grade meter for measuring and monitoring electrical production from the Energy System. The Parties agree that the Energy System does NOT include the following unless purchased as an option (except where Seller includes them in the Installation Costs): 1. Any structural improvements to the building required to support the Energy System and the System Components, or any fencing for ground mounted installations, if required. 2. Relocation of existing electric circuits, or any upgrades to Customer's electrical service to bring their service up to code. 3. Specialized roofing materials items that are not required to preserve any roof / warranty or to accommodate structural conditions. 4. Batteries or emergency back-up power capability. 5. Third-party fees for web-based monitoring of the Energy System. 6. Afterhours Labor / Weekend Labor 7. Tree removal, gas line relocation 8. Non-customary design requests, any other item or service not described in this Schedule A SCHEDULE B Contact Information for Parties Real Property Owner: Customer's Authorized Representative: City of Hopkins 11100 Excelsior Boulevard, Hopkins, MN 55343 Steve Stadler (952) 548-6350 Seller/Installer: Ideal Energies, LLC Chris Psihos t. (612)928-5008 ch ris. psihos@idealenerg ies.com 5810 Nicollet Avenue Minneapolis, MN 55419 Project Electrician(s): Green2 Electric, LLC Joaquin Thomas, Master Electrician Russell Goetze, Master Electrician t. (612)928-5008 f: (612)928-5009 5810 Nicollet Avenue Minneapolis, MN 55419 License EA719118 Trade Secret SCHEDULE C Scope of Work A. Design Scope 1. Seller will prepare structural and electrical Design Documents describing the Project. 2. Seller will comply with all building. codes and, as necessary, obtain any code variances. 3. Seller will ensure that the Energy System installation meets then current National Electrical Code requirements. 4. Seller will apply for all permits, and complete inspections to close such permits after Project Completion. 5. Seller will prepare all documentation required by the Utility for the Customer to interconnect the Energy System with the Utility's Grid. 6. Seller will prepare all documentation required by the Utility for the Customer to apply for the Tariff. B. Installation 1. Seller will furnish and install all required material or equipment for a complete installation. 2. Seller will connect the Energy System to Customer's electric panel. 3. Seller will commission and test the Energy System after installation. 4. Electrical interconnections will be performed by licensed electricians. 5. Except as provided in the Purchase Agreement, the Parties agree that Seller will not be liable for any indirect or consequential losses incurred by Customer as a result of the Energy System installation. Such losses may result from disruption of operations, interruption of electrical service, suspension of mechanical services and other interruptions reasonably related to standard Energy System installation of the size and type contemplated by the ProjeCt. Seller shall be responsible for any damage to the Site caused by Seller or its subcontractors, suppliers or representatives. Customer shall have the right to recover monetary damages or seek specific performance, for any Seller breach in the installation, maintenance or repair of the Energy System causing damages to the Site. C. Safety Seller will adhere to all current safety laws including without limitation federal, state and local safety regulations. Seller's workers will conform to standard OSHA safety practices and procedures during installation. D. General 1. Seller will provide all required design, engineering, construction, administration and management services necessary to complete the Project. 2. Seller will take all action reasonably necessary or required to bring the Project to commercial operation. 3. Seller will provide to Customer copies of all operating and maintenance manuals and third-party warranties. 4. Customer is responsible for scheduling and completing, if necessary, any energy audit required by any Tariff. 7 Trade Secret SCHEDULE D Seller's Warranties Engineering and Design Services Warranty Seller warrants that it will perform the engineering and design services in a professional and workmanlike manner using the degree of care, skill, prudence, judgment and diiigence that a reasonable, qualified and competent provider of similar services would exercise. Except as otherwise provided herein, during the period beginning on the Final Project Completion date and ending five years later (the "Warranty Period"), it is shown that there was an error in such engineering and design services as a result of Seller's failure to meet those warranry standards, and if Customer properly notifies Seller within the Warranty Period, Seller will, at its own expense and at no cost to Cusiomer, re-perform such services to remedy such error within a reasonable timeframe. Installation Services Warranty Seller warrants that it will perform the installation services in a professional and workmanlike manner using the degree of care, skill, prudence, judgment and diligence that a reasonable, qualified and competent provider of similar services would exercise. Except as otherwise provided herein, if during the Warranty Period it is shown that there was an error in such installation services as a result of Seller's failure to meet those standards, and if Customer properly notifies Seller within the Warranty Period, Seller will, at its own expense and at no cost to Customer, re- perform such services to remedy such error within a reasonable timeframe. Limited System Components Warranty Seller warrants that the System Components will be new and not physically damaged by Seller at the time of Final Project Completion. If Customer notifies Seller within a reasonable timeframe after Final Project Completion that any System Components were not new or are physically damaged by Seller at the time of Final Project Completion, Seller shall replace such System Components within a reasonable timeframe with System Components that are new and undamaged. Roof Warranty Except as otherwise provided herein, if during the Warranty Period it is shown that the roof leaks solely as a result of Seller's installation of the Energy System, and if Customer properly notifies Seller within the Warranty Period, Seller will, at its own expense and at no cost to Customer, promptly repair the roof so that it does not leak; provided that such leaking is not due to normal wear and tear. Limitation on Warranties The above warranties do NOT cover damage, malfunctions or services failures to the extent caused by: 1. Failure to follow any applicable operations or maintenance manual or any other maintenance instructions provided by Seller or the manufacturer of the System Components, or failure to maintain or operate the Energy System; 2. Repair, modification, maintenance, movement or relocation of the Energy System or the System Components by someone other than a service technician approved by Seller or the manufacturer of the System Components; 3. Attachment or connection to the Energy System of any equipment not supplied by Seller, or the use of the Energy System for a purpose for which the Project was not intended; 4. Abuse, misuse or acts of Customer or any third person (other than Seller or its employees or agents), including intentional damage, theft or vandalism; or 5. Damage or deteriorated performance of the Energy System or Site caused by electrical surges, building settling, building component failure, work done on the building or adjacent structures, use of machinery or vehicle in the area, winds in excess of the system design rating, lightning, fire, flood, extreme weather conditions, pests, tornadoes, hurricanes, hail, storms, explosions, earthquakes, ground subsidence, falling debris, accidental breakages (not caused by Seller or its employees or agents), normal wear and tear, and other events or accidents outside the reasonable control of Seller. Customer's Right to Remedy In the event that Seller fails to remedy any breach of warranty within the prescribed timeframe under this Schedule D or such breach threatens imminent harm to Customer or its property, Customer shall have the right to employ any reasonable means necessary to remedy such breach, and Seller shall reimburse Customer for all reasonable and necessary expenses incurred by Customer in carrying out such remedy. The Warranties in this Schedule D are separate from and in addition to any manufacturer's or other warranty for the Energy System or components thereof, and Purchaser may prosecute any and all such warranties, including these Warranties, concurrently and in complement to the other(s). Trade Secret SCHEDULE E Seller 8� Affiliates - Certificate of Insurance A�Q p� CERTIFtCATE OF �IAB1LiTY iNSURANCE °"�`""j°°"�"' 4112+2019 THIS CERTIFICATE IS 15SUED AS A MA7TER OF 9NFORMATI�N ti1�iLY AND CONFERS Nd RlGfiTS UPON THE CERTIFiCAT£ NOLDER. THIS CERTIRCATE DOES NOT AFFlRMATNELY OR NEGATNELY AMEND, EXTEND OR ALTER THE COVERAGE AffORDED BY THE POLiCtES BELOW. THIS CERTlFlCATE OF iNSIlRANCE OOES NQ7 CONSTITi1Tf A CONTRACT BE7WEEN THE 15SUING tNSURER{5j, AUTHORIZED REPRESENTATIVE OR PRODIlCER, AND T#IE CERTIFiCATE HOLDER. �PJPGR3ANT: tf the certifficate holder is an ADDITIONAL R�SU�E�, the poticy(iesj must have ADDfftOAIAL q�t�URED pr+ovWsions or be endorsed. If SUBROGATtON IS WAIYED, subJect to the kerms and co�itions ot ffie policy, certain policies may require an endorsement. A statement on this certHicete dces not coafer his to the certificate hdder in Iieu of suchp end�sement s. PROWCER NA E; A�10I �C8YOi3I( Associated Beneflts and Risk Consutting P„ „e 6DUfl Ctearwater Drive g Ho .� 952-947-9T00 952-9d7-9743 Minntanka MPi 553d3 '��" Aiati.:kavd:�c 'associ�etedBRC.com s �FaFinaNccovsvu� eu�� xuwFa. � CNA Insurance 2(f548 W SURED idsal Energies, I.LC Green2 Electric, LLC 5810 Nicollet Avenue Minneapolis MN 55419 Hi'$i1�5tEA r' COVERAGES CERTtFICATE NUMBER: 79238?9994 REV1StON NUMBER: THIS IS TO CERTIFY THAT THE POLiClE8 OF �lSUR�4i�tCE LISTED BELOW HAVE BF�N iSSItED TO TF� 1�ED NM�D l4BONE FOR Tt� POL#GY FEi2i00 N+IDiCATED. NOi'1MTHSTANDING ANY RE4UIRE1t4ENT, TERM OR CON0ITIQM OF ANY CONTRACT OR OTHER UOCi/MENT WPTH RESPECT TO WHlCM THIS CER7iFICATE MAY BE lSSIYED Ckt dY1RY PE#2TAIN, 7HE �iSURANCE 14�fORDED 6Y THE POLICIES D£SCR�ED HERE�! IS SI�JECT TO AL[. THE TE�, EXClUSIONS AMD C.ONI3tTIONS OF SUCH POt.ICIES. EIMITS St�ONUI�! 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IMyaensd+lor7fF�1 ELDtSEASE-EABd f50D�ODD �DF.3C�'R1PFi� OPER+ITICNJibelow ELDlSEASE-POLICYLIMfT i50Q.00D e Ii�a.ea�RerAedEqepna�n 60d6282925 8123/2D18 6123f2019 V� � � � �� C 605Q22b95b 5l2312018 6/23l2019 �� S3,DOD,000 DESCRMTIDNOFOPERATqNl7LOCATpNtIYEHICIES jACORD/07,AddifionalRemxks3shMuk,nay6eaWohedifaw�espae�isteouirtd) TtiE fOLIOWING ENDORSEMEFiTtS}_APPLY TO �FiE NAME(S1 AN[3tOR PROJEST(S) LISTED �ELOW WHEN REQUIRED BY WRtTTEN CCM+tiRACT ANDIOR AGREEMENi_ GENERAL UABILi�If- CNA75079XX- Additional Ir�sured-Autanaiic St�us, GENERAL LIABILITY - CNA747�5XX-Bla�ket Waiver Additior�ai Naur�ed Ins�eds indude: 6reen2 Company, LLG C,1P Hd�ngs, LlC Green Sky Ce�g. LLG See Attacneci S910ULD ANY OF THE A80YE DESCR78£D PflLIC1ES 8E CANCElIED BEFORE THE EXP1RdT!�!1 OATE THEREOF, NUTICE Wllt BE DEi{11�RED IN ACCORDANCE WITtI TtfE P4LICY PROYlSIONS. City of New Brghton St33 Oid Hi�h�ray 8 NW lilTNfiROFIfRFPi7F7tFMTATNF New Brighton MN 55112 � �� fl 1988•��16 ACi ACORtt 25 (2a96103} The ACORD name and logo are rsgistersd �arks of ACaRL� Trade Secret Facility Lease Agreement 186.400 kW DC JinkoJKM400M Solar Panels with 140.00 kW AC SolarEdge SE100k(1) & 20k(2) 480V3Ph Inverter(s)(s), SolarEdge P860 Power Optimizers & Unirac, PanelClaw (or equivalent) Ballasted Racking Xcel Photovoltaic Credit Rider Tariff This FACILITY LEASE AGREEMENT (this "Agreement"), dated December 12, 2019 ("Effective Date"), is between Green2 Solar Leasing, LLC, a Minnesota Limited Liability Company, whose principal place of business is located at 5810 Nicollet Avenue, Minneapolis, MN 55419 ("TenanY'), and City of Hopkins, a Minnesota Ciry, whose principal place of business is located at 11100 Excelsior Boulevard, Hopkins, MN 55343 ("Customer"). The Tenant and Customer are sometimes also referred to in this Agreement jointly as "Parties", or individually as a "Part�'. RECITALS A. Customer is the owner or lessee of certain real property {if lessee, owned by an affiliated entity that has common ownership with Customer) located at 11100 Excelsior Boulevard, Hopkins, MN 55343 (the "Installation Location") presently used as a Public Works (the `Property"); and B. Tenant desires to lease from Customer, and Customer desires and is authorized to lease to Tenant, subject to the terms and conditions of this Agreement, a portion of the Property for the construction, operation and maintenance of a photovoltaic solar electric system (the "Energy System") as defined in that certain Purchase Agreement (the "Purchase Agreement") befin+een Customer and Ideal Energies, LLC (the "Seller") of even date herewith; and C. Customer will be the legal owner of the Energy System upon purchase from Ideal Energies, LLC, and Customer desires to lease the same to Tenant subject to the terms and conditions of this Agreement; and D. Tenant and Customer will, concurrently with this Agreement, enter into a Power Purchase Agreement {the "Power Purchase Agreement") pursuant to which Tenant will sell power�generated by the Energy System to the Customer; and E. For federal tax purposes; Customer and Tenant will treat this Agreement as a transfer of the ownership of the Energy System from Customer to Tenant; and F. The Tenant should be eligible to receive a Federal Tax Credit from the U.S. Treasury pursuant to the terms of this Agreement equal to 30% of the Energy System's eligible Installation Cost ("Tax Credit") for Energy Systems that are put into service or safe harbored during 2019. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises of the Parties hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Contin�aencY. The Parties performance under this Agreement is contingent on the Final Project Completion (as defined in the Purchase Agreement) Customer / City of Hopkins Owner Installation 11100 Excelsior Boulevard, Hopkins, MN Location 55343 Xcel Premise # 302902893 10 occurring in accordance with the terms of the Purchase Agreement. 2. Lease of Ener S tem and Leased S ace. Customer hereby leases to Tenant, and Tenant hereby leases from Customer the following: (a) the Energy System and (b) all roof/ground space required for the installation and operation of the Energy System on the Property (the "Leased Space") as generally prescribed on the Plan View drawing included herewith as Schedule A, including rights to place wiring to the point of electrical interconnection. The Energy System and the Leased Space together constitute the leased property (the "Leased Propert�'}. The final As- Built Plan View drawing provided to Customer by Seller in its Operations Manual after Final Project Completion (as defined in the Purchase Agreement) occurs is hereby incorporated into Schedule A of this Agreement by reference. 3. SYstem Pa�ments, Tax Ownership. a. Installation Cost Parrment. Tenant will pay Customer's Installation Cost on the Final Project Completion date. b. Transfer of Ta�c Ownership. The Parties shall treat the Energy System as having been sold to the Tenant for federal tax purposes in consideration of the payment made under Section 3{a) above. 4. Access to Leased Spaae. Customer grants to Tenant the right to access the Leased Space via reasonable route or routes over and across the Property upon reasonable prior notice to Customer. Customer will cooperate with Tenant to access the meter or any other part of the Energy System which are not located within the Leased Property. 5. Permitted Use of Leased Space. During the Term (as defined below) and subject to Customer rights set forth in this Lease, Tenant shall have the exclusive right to use the Leased Space for the construction, installation, operation, maintenance, repair, replacement, relocation, reconfiguration, removal, alteration, modification, improvement, use and enjoyment of the Energy System (and other necessary and incidental uses for the operation of the Energy System) to fulfill Tenant's obligations under this Agreement and the Power Purchase Agreement (the "Permitted Uses"). Tenant may not erect any other facilities or use any other equipment on the Leased Space that is not expressly permitted under the terms of this Agreement without first obtaining Customer's written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided the other facilities or equipment are necessary for the operation of the Energy System and are not likely, in Customer's reasonable opinion, to damage the Property or interfere with Customer's business. Customer shall at all times have absolute and paramount right to operate the Site and TenanYs activities shall not materially interfere in any way Trade Secret with Customer's operation of the same. This right shall supersede any other rights granted to Tenant in this Lease. 6. Term. The term (the "Term") of this Agreement shall begin on the date that Final Project Completion occurs and shall expire on the date that is the 20 years after the Final Project Completion date. If the Power Purchase Agreement is terminated by either party, this Lease shall terminate. 7. Rent of Leased Space. Beginning on the first anniversary of the Final Project Completion and continuing on each and every anniversary thereof throughout the Term, Tenant shall pay to Customer rent for the Leased Space (the "Leased Space Rent") in the amount of $90.00 per year. 8. Rent of Enerqv Svstem. Beginning on the first anniversary of the Final Project Completion and continuing on each and every anniversary thereof throughout the Term, Tenant shall pay to Customer rent for the Energy System (the "Energy System Rent") in the amount of $10.00 per year. 9. Holdover. If Tenant holds over its tenancy after expiration of the Term, such tenancy shall be month-to-month subject to the terms and conditions of this Agreement. Either Party may terminate such month-to-month tenancy at any time upon the giving to the other Party no less than thirty (30) days written notice. 10. Operatin� Permits. Tenant shall, at its sole expense, maintain in full force and effect all certificates, permits and other approvals ("Operating Permits") required by any federal, state or local authorities ("Governmental Authorities") havin� jurisdiction e�ver Tenant or the Leas�d Property. 11. Ene S stem Title and Condition on Facilit Lease Termination. The Parties agree that legal title to any and all fixtures, equipment, improvements or personal property of whatsoever nature at any time constructed or placed on or affixed to the Leased Space by Tenant, including without limitation the Energy System and its System Components, shall be and remain with System Owner. Tenant shall leave the Energy System at the end of this Agreement in substantially the same condition as existed on the Final Project Completion date plus any improvements, ordinary wear and tear and casualty damage excepted. 12. Ener S stem O eration and Maintenance. a. O eration and Maintenance of the Ener S tem. Tenant will at its sole cost and expense operate the Energy System, monitor the system's performance and keep and maintain the Energy System in good condition and repair utilizing the Maintenance List provided in Schedule B herewith as a guideline, with strict adherence hereto not expected by the Parties. Customer is solely responsible for pursuing any available warranties on System Components against the manufacturer at its own expense, and may look only to such manufacturer, and not to Tenant, for any warranty with respect thereto. Tenant will assist Customer in resolving any warranties relating to System Components as described on Schedule B. Notwithstanding the foregoing or anything in this Lease to the contrary, nothing in this Lease shall prohibit, impair, or otherwise affect adversely, Customer's right to operate, maintain, repair or improve the buildings on which Energy Systems will be installed or the Customer's exercise of its governmental, regulatory, or proprietary authoriry ("Exercise") without triggering an Event of Default in this Lease. This Exercise right specifically includes, but is not limited to, emergency measures that Customer, in its sole discretion, may 2 deem necessary for the health and safety of the public. Customer agrees to provide prompt notice to Tenant of the potential Exercise, if it may impact the terms of this Lease. Upon notice to Tenant of a possible Exercise, Tenant and Customer shall meet and confer regarding options available to eliminate or mitigate the impact of the Exercise on Tenant, which shall include consideration of any recapture of TenanYs Tax Credits during the first five years occurring following the Final Project Completion Date, and the TenanYs non-receipt of Power Payments Tenant would reasonably i�ave received but for the occurrence of Customer's Exercise. Customer shall use best efforts to identify and facilitate the relocation of any Energy System or portion of an Energy System affected by the Exercise, including payment of TenanYs reasonable cost of such relocation, or agreeing to an expansion of the total Energy System on reasonable terms that eliminate or mitigate the effect of the Exercise. If Customer and Tenant cannot agree on Agreement modification resulting from an Exercise, the Parties agree to retain and share the cost of a mediator and continue good faith efforts to equitably resolve the impact of the Exercise on Tenant. b. Enerqv Svstem Casualtv. In the case of casualty to the Energy System, Tenant agrees to repair the Energy System with proceeds described in Section 17a. Said Proceeds will be provided to Tenant to make the repairs caused by the casualty. ienant shail repair, at Ten�nt's expensP, any d�mage to the .Lease�i Spa�e that results from the Tenant's repair, reconfiguration, alteration, modification or replacement of any Energy System. 13. Re�sair of Leased Ss�ace Durin� Term. Customer shali have the right at any time to access the Leased Space to inspect, maintain, replace or repair items and components thereof, excluding the Energy System. ("Customer Maintenance"). Customer Maintenance shall include temporary removal of such components of the Energy System that interfere with Customer Maintenance of the Leased Space, and the replacement of such components upon completion. Customer shall provide thirty (30) days prior notice of any scheduled Customer Maintenance, except in the case of an emergency, the Customer shall give notice as soon as possible. Customer, at its own cost, will perform Customer Maintenance, and use Seller or, another third party approved by Tenant to perform Customer Maintenance (TenanYs approval of third parties will not be unreasonably withheld). The Customer Maintenance will be pertormed at TenanYs expense to the extent the Customer Maintenance was required as a result of damage to the Leased Spaced caused by the Energy System. Customer will reimburse Tenant for any lost Power Payment revenue resulting from the Energy System being non-operational in excess of forty-five (45) days, excluding any downtime resulting from damage to the Leased Space caused by the Energy System. 14. Utilities/taxes. Tenant shall pay all applicable taxes, assessments, or similar levied against the Energy System and other personal property located and/or installed on the Site by the Tenant due at the time of Final Project Completion. Customer shall pay applicable taxes, assessments, or similar levied against the Energy System and other personal property located and/or installed on the Site by the Tenant that are assessed after the Final Project Completion. Notwithstanding the foregoing, Tenant shall pay all personal or property taxes after Final Project Completion that are levied on any rent payments paid to Trade Secret Customer pursuant to this Lease. Any payments due under this paragraph shall be made by Tenant within the later of 30 days after receipt of written notice thereof (together with a copy of the applicable tax bill) from Customer or otherwise or resolution of any contest hereunder. 15. Interference. a. Interference by Tenant. Tenant shall operate the Energy System in a manner that will not unreasonably interfere with any existing operations or equipment located, operated or owned by Customer or any other permitted occupants as of the date of this Agreement {the "Existing Opera#ions"). All operations by Tenant shall be lawful and in material compliance with all regulations and requirements of the Minnesota Public Utilities Commission, as well as any other applicable state, federal or local regulations and requirements ("Legal Requirements") and any applicable agreements with, or tariffs of, the local utility. b. Interference b Customer. Following installation of the Energy System, Customer shall not, and shall not cause or permit any other persons or parties to, install equipment or facilities or construct or allow any construction of a structure or structures ("New Construction"} near the Leased Space if such New Construction will interfere with the Energy System or its performance. Customer shall not move, modify, remove, adjust, alter, change, replace, reconfigure or operate the Energy System or any part of it during the term of the Agreement without prior written direction or approval of Tenant, except if there is an occurrence reasonably deemed by Customer to be a bona fide emergency, in which case Customer will immediately notify Tenant of such emergency and Customer's proposed actions. Customer shall be responsible for, and promptly notify Tenant, of any damage to the Energy System caused by the Customer or its employees, invitees or agents, and shall promptly pay Tenant the costs to repair such damage to the Energy System, along with any lost Power Payment revenue. 16. Insurance. a. General Liabilit� and Pronertv Insurance. Customer shall keep the Energy System insured against loss by fire, theft, hail and wind and such other hazard as Tenant shall reasonably require with an insurance company acceptable to Tenant in its reasonable discretion, at all times will insure the Energy System at an amount equal to the Installation Cost (as defined in the Purchase Agreement) and will provide Tenant with a Certificate of Insurance that names Tenant as an additional insured and loss payee. Customer shall also secure and maintain adequate comprehensive general liability insurance against liability related to the Energy System. Customer shall provide Tenant with evidence of having acquired such insurance coverages prior to the Final Project Completion date and on an annual basis thereafter. The loss, injury or destruction of the Energy System shall not release Customer from payment as provided in this Agreement. Any insurance policies obtained by Customer shall provide that such policy of insurance cannot be terminated or cancelled by the insurer without thirty (30) days prior written notice to Tenant. Customer is responsible for any deductibles due under the insurance policies for casualties and will pay Tenant said deductible, along with insurance proceeds received to repair the Energy System, and TenanYs lost Power Payment revenue resulting from the casualty. Customer's failure or refusal to repair and recommission an Energy System following a loss shall constitute a breach of this Agreement. Workers' Com�ensation Insurance and Employers' Liability Insurance. In accordance with Minnesota state law, Tenant shall maintain in force workers' compensation insurance for all of its employees. Tenant shall also maintain employer's liability coverage in an amount of not less than One Million Dollars ($1,000,000.00} per accident. Tenant shall also secure and maintain adequate comprehensive general liability insurance against liability related to the Leased Premises. Upon request, Tenant will provide Customer with a Certificate of Insurance. a. Tenant Insurance. At all times during this Lease, Tenant shall, at its own expense, maintain and provide general commercial liability insurance in the amount of $2,000,000. Upon request, copies of certificates evidencing the existence and amounts thereof shall be delivered to Customer by Tenant. Should any insurance expire or be cancelled during the term of this Lease, Tenant shall provide Customer with renewal or replacement certificates at least 30 days prior to the expiration or cancellation of the original policies. 17. Indemnification. a. Tenant shall indemnify, defend and hold harmless Customer and its elected officials, officers, consultants, representatives, agents, and employees (each a "Tenant Indemnified Party") against any damages, liabilities, losses, costs and expenses, including reasonable attomey fees and costs (collectively, "Damages") incurred or suffered by any of them in any way arising out of, relating to, or in connection with a third party claim for or (i) any breach of this Agreement by Tenant, or (ii) the negligence, gross negligence or willful misconduct of Tenant or its employees or agents in connection with the transactions contemplated by this Agreement. b. Tenant shall defend and indemnify Customer from any mechanic's, materialman's, or other lien with respect to the Property or the Leased Property to the extent such lien is attributable to Tenant's failure to pay Installation Costs or other costs incurred in the perFormance of TenanYs obligations for maintenance and repair of the Energy System. c. Customer shall indemnify, defend and hold harmless Tenant and its officers, directors, members, consultants, representatives; agents, employees and affiliates (each a "Customer Indemnified Part�') against any Damages incurred or suffered by any of them in any way arising out of, relating to, or in connection with a third party claim for or of (i) any breach of this Agreement by Customer, or (ii) the negligence, gross negligence or willful misconduct of Customer or its employees or agents in connection with the transactions contemplated by this Agreement. d. A Customer Indemnified Party or Tenant Indemnified Party claiming indemnification hereunder must give each Party prompt notice of the relevant claim and each Party agrees to cooperate with the each other Party, at its own expense, in the defense of such claim. Notwithstanding the forgoing, any Party from whom indemnification is sought, shall control the defense and settlement of such claim; provided however that such Party shall not agree to any settlement that materially adversely affects the other Party without the prior Trade Secret written consent of such Party, which approval shall not be unreasonably withheld. Without limiting or diminishing the foregoing, any Party may, at its option and its own expense, participate in the defense of any such claim with legal counsel of its own choice. e. Customer does not hereby in this Lease or in any Agreement related hereto waive its statutory immunities or limits on liability provided in Minnesota Statutes, Chapter 466. 18. General. a. Subordination to Utili A reement. No portion of this Lease is intended to conflict with any Utility Agreements (the "Utility Agreements") to which Tenant or Customer is a party. In the case of a conflict between the terms or conditions of this Agreement and the Utility Agreements, the terms and conditions of Utility Agreements shall control. The Utility, or its successors and assigns, is a third-party beneficiary of the provision of this paragraph. Nothing in this Lease shall prevent the Utility, from fully enforcing the terms and conditions of Utility Agreements. b. Relationshin of the Parties. The Parties shall for all purposes be considered independent contractors with respect to each other, and neither shall be considered an employee, employer, agent, principal, partner or joint venturer of the other. c. Entire A_qreement. This Lease and all the schedules, exhibits and attachments hereto, together with any agreement reference herein, constitute the entire agreement and understanding of the Parties relative to the subject matter hereof. The Parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to herein. This Lease replaces and supersedes any and all prior oral or written agreements, representations and discussions relating to such subject matter. d. Survival of Representations. All representations, warranties, covenants and agreements of the Parties contained in this Lease, or in any instrument, certificate, exhibit or other writing provided for in it, shall survive the execution of this Lease and the consummation of the transactions contemplated herein. e. Amendment. This Lease may be amended or modified only by a writing executed by the Parties to this Lease. No custom or practice of the Parties at variance with the terms hereof shall have any effect. f. Notices. All notices to be given under this Lease shall be in writing and shall be effectively given upon personal delivery, facsimile or email transmission (with confirmation of receipt), delivery by overnight delivery service or three days following deposit in the United States Mail (certified or registered mail, postage prepaid, return receipt requested). g. No Delav. No delay or failure on the part of any Party hereto to exercise any right, power or privilege hereunder shall operate as a waiver thereof. h. Force Ma'et ure. Neither Party will be liable to the other Party for any delay, error, failure in performance or interruption of performance resulting from causes beyond its reasonable control, including without limitation fires, flood, accidents, explosions, sabotage, strikes or other labor disturbances, civil commotion, 0 riots, invasions, wars, acts of God, terrorism or any cause (whether similar or dissimilar to the foregoing) beyond the reasonable control of the Party. i. Governin�a Law / Venue. This Lease sha11 be governed by and construed in accordan�e with the laws of the State of Minnesota without regard to its conflicts of laws principals. Any lawsuit brought in connection with this Lease shall be brought only in a court of general jurisdiction in Hennepin County, Minnesota. j. Seve�. The provisions of this Lease are severabie. If any part of this Lease is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Lease. k. Successors and Ass�ns. This Lease shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Lease, or any portion thereof, without the prior written consent of the other Party. Any attempted assignment or transfer without such prior written consent of the other Party shall be of no force or effect. As to any permitted assignment: (a) reasonable prior notice of any such assignment shall be given to the other Party; and (b) any assignee shall expressly assume the assignor's obligations hereunder, unless otherwise agreed to by the other Party in writing. Notwithstanding the foregoing, as may be required for Tenant to avoid being classified as a Public Utility under Minnesota Statutes Chapter 216B.02, Subd. 4., or to leverage tax benefits as tax owner, Tenant may, at its sole discretion, assign and/or sublease all or part of its full interest under this Lease to a controlled affiliate of Tenant, assign its rights under the Power Purchase Agreement a controlled affiliate of Tenant, or assign this Lease in connection with any sale of any or all of its Assets to a third party or Bank. I. Gluiet Possession. Customer agrees that upon compliance with the terms and conditions of this Lease, Tenant shall peaceably and quietly have, hold and enjoy the Leased Space for the Term and any extensions thereof. m. Data Practices. Pursuan# to Minnesota Statutes, Section13.Q5, subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by Tenant in performing this Lease is subject to the requirements of the Minnesota Government Data Practices Act ("MGDPA"), Minnesota Statutes Chapter 13, and Tenant must comply with those requirements as if it were a �overnment entity. The remedies in Minnesota Statutes, Section 13.08 apply to Tenant. Tenant does not have a duty to provide access to public data to the public if the public data are available from the Customer, except as required by the terms of this Lease. n. Proprietarv Information. Information claimed by Tenant to be proprietary, trade secret or business data shall be governed by the standards required for "Trade Secret Information" as defined in MGDPA, Section 13.37(b) and as it may otherwise be referenced in the MGDPA. All of the data created, collected, received, stored, used, maintained, or disseminated by or to the Customer under this Agreement is subject to the requirements of tt�e MGDPA. The Parties acknowledge that the classification of any government Trade Secret data is governed by the MGDPA and not by the understanding of either the Customer or the Tenant. Notwithstanding any other provision in this Agreement, the Customer's obligation is to maintain and release the dafa in a manner that is consistent with the MGDPA, provided, however, that Customer agrees to provide prompt written notice to the Tenant when Customer receives a request under the MGDPA for data concerning the terms of the Agreement, including the Agreement itself ("Contract Data"), not including presentations, memoranda and information previously disclosed publicly. When Customer receives a request for Gontract Data, Customer shall notify Tenant of the request promptly in writing. Customer shall reasonably wait to disclose the Contract Data until the later of (i) Seller getting a judicial determination by a judicial officer, arbitratar, or administrative law judge on the public or nonpublic designation of the Data or (ii) the last day that, in Customer's sole discretion, Customer must make such disclosure to avoid being at risk of a successful claim from the requester that Customer is in violation of the MGDPA. Customer remains solely responsible for the initial determination of whether the requested Contract Data is public or private/nonpublic, but the parties acknowledge that any final determination by a judicial officer, arbitrator, or administrative law judge, or appellate review thereof, will control. If the Customer determines that some or all of the Contract Data is public under section 13.03 of the MGDPA, Customer shall provide prompt written notice to Tenant prior to Customer's disclosure of such data so that Tenant , at its sole expense, shall have the opportunity to object to such disclosure in writing and seek a determination by a judicial officer, arbitrator, or administrative law judge that such data constitutes trade secret information or business data under the MGDPA and therefore cannot be disclosed under the MGDPA. In no event shall Customer be required by the Tenant under this Agreement to withhold or delay disclosure of public data contrary to requirements of the MGDPA. Nofinrithstanding the notice and timing provisions in this Subsection 16 n:, Customer shall not be liable to Tenant for any failure to give notice or otherwise to timely respond to Tenant regarding a third-party request for data. TenanYs claims against the Customer shall be limited to private actions it may have, if any, for Customer's failure to follow the MGDPA. o. Record Kee in —Availabilit and Retention. Pursuant to Minnesota Statutes, Section 16C.05, subd. 5, Tenant agrees that the books, records, documents and accounting procedures and practices of Tenant, that are relevant to the Lease or transaction, are subject to examination by the Customer and the state auditor for a minimum of six (6} years. Tenant shall maintain such records for a minimum of six {6) years after final payment. p. Non-Discrimination. Pursuant to Minnesota Statutes, Section 181.59, the Tenant will take affirmative action to ensure that applicants are selected, and that employees are treated during employment, without regard to their race, color, creed, religion, national origin, sex, sexual orientation, marital status, status with regard to public assistance, membership or activity in a local civi! rights commission, disability or age. The Tenant agrees to be bound by the provisions of Minnesota Statutes, Section 181.59, that prohibits certain discriminatory practices and the terms of said 5 section are incorporated into this Lease. Contamination Liability. Tenant shall indemnify, defend, and hold harmless Customer, its officials, employees, agents, and assigns from and against any and all fines, suits, claims, demands, penalties, liabilities, costs or expenses, losses, settlements, remedial action requirements and enforcement actions, administrative proceedings, and any other actions of whatever kind or nature, including attorneys' fees and costs (and costs and fees on appeal), fees of environmental consultants and laboratory fees, known or unknown, contingent or otherwise, arising out of or in any way to the extent arising out of or related to any contamination to the Site caused by the negligence or willful misconduct of Tenant during the term of this Lease, including any personal injury (including wrongful death) or property damage (real or personal) arising therefrom. This paragraph shall survive the termination or earlier expiration of this Lease. For purposes of this paragraph "Contamination" shall be defined as any hazardous substances, hazardous materials, toxic substances or other similar or regulated substances, residues or wastes, pollutants, petroleum products and by-products, including any other environmental contamination whatsoever. r. Comaliance with Law. Tenant agrees to comply with all laws, orders, and regulations of federal, state and municipal authorities and with any lawful direction of any public officer which shall impose any duty upon Tenant with respect to TenanYs use of the Site. s. Indemnification bv Tenant. Tenant shall fully indemnify, save harmless and defend Customer or any of its elected officials, officers, employees, contractors and agents from and against any and all costs, claims, and expenses incurred by such parties in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any person, but only to the e�ent caused by (a) the negligence, gross negligence or willful misconduct of Tenant or its agents or employees or others under TenanYs control or (b) TenanYs default under this Agreement. Tenant shall indemnify, defend and hold harmless all of Customer's Indemnified Parties from and against all Liabilities to the extent arising out of or relating to any Hazardous Substance spilled or otherwise caused by the negligence or willful misconduct of Tenant or any of its contractors, agents or employees. Indemnification b� Customer. Customer shall fully indemnify, save harmless and defend Tenant or any of its officers, directors, employees and agents from and against any and all costs, claims, and expenses incurred by such parties in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any person, but only to the extent caused by (a) the negligence, gross negligence or willful misconduct of Customer or its agents or employees or others under Customer's control or (b) Customer's default under this Agreement. Customer shall indemnify, defend and hold harmless all of Tenant's Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Sites of any Hazardous Substance, except to the e�ent deposited, spilled or otherwise caused by the negligence or willful misconduct of Tenant or any of its contractors, agents or employees. Trade Secret The Parties acknowledge they have read this Tenant Agreement, understand it and agree to be bound by its terms Green2 Solar Leasing, LLC and conditions as of the date first set forth above. By: Rich Ragatr, its Vice President Dated: Customer City of Hopkins By: Mike Mornson, its City Manager Dated: Trade Secret SCHEDULE A Site Plan Facility Plan View Drawing Indicating the Final Location of the Energy System on the Leased Space and the point of interconnection of the Energy System with the electrical system at the Property [The above document is provided by Seller, and is included in the Owner's Manual that is provided to the Customer after Final Project Completion] � Trade Secret SCHEDULE B Maintenance Items 1. Operation and Maintenance Standard of Care. Tenantwill use commercially reasonable efforts to identify, respond to, and complete necessary maintenance and repairs and to operate the Energy System to maximize its energy production. Nofinrithstanding the foregoing, the Parties understand that delays may be caused by multiple causes including without limitation delay in the identification of operational issues, troubleshooting issues, warranty replacement, warranty procurement, parts availability, parts delivery, crew availability, equipment defects, equipment performance, internet downtime, and similar causes. 2. Maintenance Services. The following Maintenance Services are provided by Tenant at TenanYs sole expense as described in Section 12 of this Agreement: A. Weekly performance monitoring via online monitoring system to validate performance of panels and inverters, energy production; benchmark performance vs. similar systems for validation B. Identify any defective equipment via on-line monitoring system C. Semi-annual Site audits of the Energy System performing the following tasks i. Inspect panels, inverters, and racking for physical damage ii. Clean any debris on or under the solar arrays iii. Ensure labels are intact iv. Check for loose hanging wires, repair as necessary v. Check electrical connections; tighten/torque as necessary vi. Check for corrosion of electrical enclosures, repair as necessary vii. Ensure roof drainage is adequate, that roof drains are not clogged, and confirm there are no signs of pooling water in the vicinity of the solar array D. Tenant will manage System Component warranty claims on behalf of Customer. 3. Fees for parts replaced under manufacturer's warranty. For twelve (12) months after the Substantial Completion Date, Tenant will provide the services described in Section 12a at Tenant's sole expense. Beginning on the thirteenth (13) month, the following fees will be charged to Customer where Tenant removes and reinstalls parts that are available and replaced under the manufacturer's warranty. Inverters will be serviced as soon as possible after identification of a performance issue. After identification of performance issues, Optimizers will be replaced at least quarterly. 1. Panel Replacement & Recycling Services -$150 / each 2. Optimizer Replacement Services -$65 / each 3. Inverter Replacement Services 0 20 to 50 kW inverter -$200 / each 0 51 to 100 kW inverter -$400 / each 4. Solar Array Removal and Replacement During Lease. Following the termination of any Agreement between Seller and Customer relating to the removal and replacement of the solar array, Tenant will assist Customer by managing the Removal and Replacement of the solar array by providing Services through Seller, or anther Licensed electrical contractor if Seller is not able to provide the services directly, with the cost of said services being paid by Customer. 5. Payment for Services. Payment is due from Customer for any services provided by Tenant under Section 4 or 5 above net 30 days from Tenant's invoice date. Trade Secret Power Purchase Agreement 186.400 kW DC JinkoJKM400M Solar Panels with 140.00 kW AC SolarEdge SE100k(1) & 20k(2) 480V3Ph Inverter(s)(s), SolarEdge P860 Power Optimizers & Unirac, Pane�Claw (or equivalent) Ballasted Racking Xcel Photovoltaic Credit Rider Tariff This POWER PURCHASE AGREEMENT (this "Agreement"), dated December 12, 2019 ("Effective Date"), is befinreen Green2 Solar Leasing, LLC a Minnesota Limited Liability Company, whose principal place of business is located at 5810 Nicollet Avenue, Minneapolis, MN 55419 {"Tenant"}, and City of Hopkins, a Minnesota City, whose principal place of business is located at 11100 Excelsior Boulevard, Hopkins, MN 55343 ("Customer"). Tenant and Customer are sometimes also referred to in this Agreement jointly as "Parties", or individually as a "Part�'. RECITALS A. Tenant leases, operates and maintains Customer's photovoltaic solar electric system (the "Energy System") (as located at the Installation Location (the "Installation Location") described above as defined in that certain Purchase Agreement (the "Purchase AgreemenY') befinreen Customer and Ideal Energies, LLC (the "Seller") of even date herewith) pursuant to a Facility Lease Agreement (the "Facility Lease") between the Parties of even date herewith; and B. Tenant desires to sell renewable electric power inclusive of all rights to its available environmental attributes to Customer, and Customer desires to purchase from Tenant all such electric power which is produced by the Energy System; and Customer / City of Hopkins Owner Installation 11100 Excelsior Boulevard, Hopkins, MN Location 55343 Xcel Premise # 302902893 1. Contingen�. The Parties performance under this Agreement is contingent on the Final Project Completion (as defined in the Purchase Agreement) occurring in accordance with the terms of the Purchase Agreement. 2. Power Purchase. Tenant shall deliver all power generated from the Energy System to Customer at the point of interconnection shown on Schedule A of the Facility Lease. a. Customer will pay Tenant for all the power generated from the Energy System and delivered to the interconnection point by making the payments specified in Schedule A(the "Power Payments"). b. The Power Payments for the Energy System are due monthly and payable in accordance with the Prompt Payment of Local Government Bills Act, Minnesota Statutes, Section 471.425 ("AcY') beginning on the first day of the first month following its Final Project Completion date and continuing each month until expiration of the Term (as defined below) of this Agreement for the Energy System. Power Payments do not include any sales tax. Sales tax will be added to the Power Payments based on Customer's applicable sales tax rate. Payments shall be sent to: C. Customer has or will apply for the Tariff {as defined in the 3 Purchase Agreement of even date herewith between Ideal Energies, LLC and the Customer}. Pursuant to the Utility Agreements, (the "Utility Agreements") the Customer owns Renewable Energy Credits (the "RECs"} for the electricity produced by the Energy System; and D. Customer may be eligible to participate in the Utility's Net Metering Program (as defined in the Purchase Agreement of even date herewith between Ideal Energies, LLC and the Customer). Under this program, the energy generated from the Energy System is available for use and reduces the total amount of energy that needs to be purchased from the Utility. Under this program, for months where the Energy System produces more kWh than the site consumes, the Utility will compensate Customer at the applicable rate specified in the Utility Agreements; and E. Pursuant to the Facility Lease, the Tenant may be eligible to receive a Federal Tax Credit from the U.S. Treasury equal to 30% of the Energy System's eligible Installation Cost (the "Tax Credit") for Energy Systems that are put into service or safe harbored during 2018. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises of the Parties hereto and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows: Green2 Solar Leasing, LLC 5810 Nicollet Avenue Minneapolis MN 55419 Utilitv Bill 8 Net Meterinq Credits. The Utility Bill Credits and Met Metering Credits Program (as described in the Purchase Agreement befinreen Ideal Energies and Customer of even date herewith), are owned by, and for the exclusive use of the Customer. In the event the actual Utility Bill Credits or Net Metering Credits received by the Customer are greater or less than the expected, there will be no adjustment to the terms of this Agreement, and each Party waives its right to recover any surplus or deficiency from the other Party. 4. Ownership of Renewable Enerqv Credits. Customerwill, if required by the Utility Agreements, as may be amended, convey to the Utility all RECs generated by the Energy System for the term specified in the Utility Agreements. Subject to any required assignment to the Utility, Customer owns all RECs. For purposes of this Agreement, RECs include all attributes of an environmental or other nature that are created or otherwise arise from the Energy System, including without limitation tags, certificates or similar projects or rights associated with solar energy as a"green" or "renewable" electric generation resource. RECs shall also include any other environmental attribute intended to be transferred to the Utility under the Utility Agreement. 5. Term. The term (the "Term"} of this Agreement for the Energy System shall begin on the date that Final Project Completion occurs for the Energy System and shall terminate on the date that is twenty (20) years after the Trade Secret Final Project Completion date, unless otherwise provided in the Agreements. 6. Late Charqe/Costs of Collection. In the event Customer fails to make any Power Payment when due and is not subject to a good faith dispute under the Act, Customer agrees to pay interest on the late payment not to exceed five (5%) percent per annum simple interest. 7. Grant of Security Interest. In order to secure the payment and pertormance of all of Customer's liabilities, obligations and covenants under this Agreement or the Lease, Customer hereby grants to Tenant a continuing security interest in the Energy System, together with all attachments, accessories or replacement parts and labor placed upon the Energy System, and in all proceeds of each of the foregoing. 8. Insurance. Customer shall keep the Energy System insured against loss by fire, theft, hail and wind and such other hazards as required by the 9. Events of Customer's Default. Each of the following shall constitute an event of Customer's default ("Event of DefaulY'). a. Customer shall fail to make any payment to Tenant when due under the Act, Tenant has notified the Customer of such failure, and the failure has continued without cure by Customer or written waiver by Tenant for a period of thirty (30) days after the notice of failure; a. The Customer fails to comply with any of its material obligations under any of Customer's agreements with the Utility and such breaches materially affect TenanYs rights in this Agreement. b. Customer's failure or refusal to repair and recommission an Energy System following a casualty loss. 10. Events of TenanYs Default. Each of the following shall constitute an event of TenanYs default ("Event of DefaulY'): a. Tenant shall fail to make any payment to Customer when due, Customer has notified Tenant of such failure, and the failure has continued without cure by Tenant or written waiver by Tenant for a period of thirty (30} days after the notice of failure; i. Tenant's failure or refusal to repair and recommission an Energy System following a casualty loss. ii. TenanYs failure to comply with any of its material obligations under any of the Tenant Agreements that materially affect Customer's rights in this Agreement and are not timely cured. iii. Tenant's failure to comply with any of its material obligations under any of the Tenant Agreements that materially affect Customer's rights in this Agreement and are not timely cured. 11. Remedies. a. If an Event of breach of this Agreement, the non- defaulting Party may, at its option, exercise any one or more of the following remedies: i. Declare all amounts due or to become due under this Agreement immediately due and payable; ii. Recover any additional damages and expenses sustained by the non-defaulting Party by reason the Event of Default; and iii. Exercise any other remedies available under law or in equity. b. The remedies provided herein shall be cumulative and may be exercised singularly, concurrently or successively with and in addition to all other remedies in law or equity. If either Party fails to perform any of its obligations under this Agreement, the other Party may (but need not) at any time thereafter perform such obligation, and the expenses incurred in connection therewith shall be payable in full by the nonperforming Party upon demand including but not limited to, the non-defaulting Party's attorney's fees and costs of collection in pursuing any remedies in which it is the prevailing Party. 11. WARRANTY. TENANT WARRANTS THAT IT'S OPERATION, MAINTENANCE AND REPAIR OF THE ENERGY SYSTEMS WILL, AT ALL TIMES, MEET GENERALLY ACCEPTED INDUSTRY STANDARDS FOR PRUDENT PRACTICES, AS THEY MAY BE DEFINED THROUGHOUT THE TERM OF THIS AGREEMENT. THE PARTIES UNDERSTAND AND AGREE, HOWEVER, THAT THE ANNUAL ENERGY PRODUCTION FROM THE ENERGY SYSTEM IS NOT GUARANTEED BY TENANT AND MAY VARY FROM TENANT'S ANNUAL PROJECTIONS FOR REASONS BEYOND THE PARTIES CONTROL, INCLUDING WITHOUT LIMITATION, SEASON WEATHER VARIATIONS, ROUTINE AND NON-ROUTINE MAINTENANCE CAUSING DOWNTIME, EQUIPMENT PERFORMANCE, PROCESSING ANY EQUIPMENT WARRANTIES FOR MALFUNCTIONING EQUIPMENT, OR FORCED MAJEURE EVENTS. THE PARTIES UNDERSTAND THAT THE UTILITY BILL CREDITS, NET METERING CREDITS, AND UTILITY BILL SAVINGS THAT ARE RECOGNIZED WILL VARY WITH ENERGY SYSTEM ENERGY PRODUCTION, ACTUAL SITE ENERGY DEMAND OR CONSUMPTION PROFILES, OR SIMILAR, AND THAT THE ACTUAL AMOUNTS RECEIVED BY CUSTOMER WILL VARY ACCORDINGLY. SUBJECT TO TENANT'S WARRANTY TO EMPLOY PRUDENT PRACTICES, TENANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, THAT PRODUCTION WILL MATCH PROJECTIONS. CUSTOMER AND TENANT ASSUME, AT THEIR SOLE RISK, THE VARIABILITY OF ANNUAL ENERGY PRODUCTION AND VARIATIONS FROM ANY FINANCIAL PROJECTIONS RELATING TO UTILITY BILL CREDITS, NET METERING CREDITS, AND SAVINGS. NOTWITHSTANDING TENANT'S WARRANTY LIMITS AND DISCLAIMERS, TENANT AGREES THAT ANY MANUFACTURER'S WARRANTY ON THE ENERGY SYSTEM, OR ANY COMPONENT THEREOF, SHALL INURE TO THE BENEFIT OF CUSTOMER AS WELL AS TO TENANT IN THE EVENT OF A MANUFACTURER BREACH OF SUCH WARRANTY. CUSTOMER SHALL RECEIVE TIMELY NOTICE OF CLAIM BY TENANT AGAINST SUCH MANUFACTURER WARRANTY. Trade Secret 12. Power Production Adiustment. Except where the reimbursement due under this Section is caused by Customer's breach of this Agreement, or the Energy System being non-operational during periods of Customer's Maintenance performed in accordance with Section 14 of the Facility Lease, in any 12-month period beginning with the appiicable �inal Project Completion date that the Energy System does not produce at least 900 kWh per KW DC, Tenantwill reimburse Customerwithin sixty (60) days afterthe then applicable 12-month period as follows: Total payments made over the then applicable 12-month period *(1 -(actual kWh/kWDC / 900 kWh/kWDC)). For Example, a 40 kWDC Energy System produces 800 kWh/kWDC and power payments equaling $3000 are paid during the then applicable 12-month period. A$333.33 cash reimbursement will be paid to the Customer that is calculated as follows: $3000 �(1- 800/900) _$333.33. TenanYs obligations in this paragraph are material to this Agreement. A failure to cure a default within (30) days after the expiration of the above-referenced 60-day period for making a reimbursement payment is considered untimely. 13. Miscellaneous. a. Subordination to Utili A reement No portion of this Agreement is intended to conflict with any Utility Agreements to which Tenant or Customer is a party. In the case of a conflict between the terms or conditions of this Agreement and the Utility Agreements, the terms and conditions of Utility Agreements shall control. The Utility, or its successors and assigns, is a third-party beneficiary of the provision of this paragraph. Nothing in this Agreement shall prevent the Utility, from fully enforcing the terms and conditions of Utility Agreements. b. Relationshi of the Parties. The Parties shall for all purposes be considered independent contractors with respect to each other, and neither shall be considered an employee, employer, agent, principal, partner or joint venturer with or of the other. c. Entire A�areement. This Agreement and the Agreements as defined in the Purchase Agreement, schedules, exhibits and attachments hereto, constitute the entire agreement and understanding of the Parties relative to the subject matter hereof. The Parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement replaces and supersedes any and all prior oral or written agreements, representations and discussions relating to such subject matter. d. Survival of Re resentations. All representations, warranties, covenants and agreements of the Parties contained in this Agreement, or in any instrument, certificate, exhibit or other writing provided for in it, shall survive the execution of this Agreement and the consummation of the transactions contemplated herein. e. Amendment. This Agreement may be amended or modified only by a writing executed by the Parties to this Agreement. No custom or practice of the Parties at variance with the terms hereof may be used to argue waiver or consent in nullification of this Section. f. Notices. All notices to be given under this Agreement shall be in writing and shall be effectively given upon personal delivery, facsimile or email transmission (with confirmation of receipt), delivery by overnight delivery service or three days following deposit in the United States Mail (certified or registered mail, postage prepaid, return receipt requested). Notice shall be made to: Tenant Green2Solar Leasing, LLC 5810 Nicollet Avenue Minneapolis, MN 55419 Customer City of Hopkins Attn: City Manager or Mike Mornson 11100 Excelsior Boulevard, Hopkins, MN 55343 g. No Delav. No delay or failure on the part of any Party hereto to exercise any right, power or privilege hereunder shall operate as a waiver thereof. h. Force Maieure. Neither Party will be liable to the other Party for any delay, error, failure in performance or interruption of performance resulting from causes beyond its reasonable control, including without limitation, fires, flood, accidents, explosions, sabotage, strikes or other labor disturbances, civil unrest, riots, invasions, wars, acts of God or any cause (whether similar or dissimilar to the foregoing) beyond the reasonable control of the Party. i. Governin� Law / Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflicts of laws principals. Any lawsuit brought in connection with this Agreement shall be brought only in a court of general jurisdiction in Hennepin County, Minnesota. j. Severabilitv. The provisions of this Agreement are severable. If any part of this Agreement is rendered void, invalid or unenforceable by a court of competent jurisdiction, such rendering shall not affect the validity and enforceability of the remainder of this Agreement. k. Successors and Assi�ns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Agreement, or any portion thereof, without the prior written consent of the other Party. Any attempted assignment or transfer without such prior written consent of the other Party shall be of no force or effect. As to any permitted assignment: (a) reasonable prior notice of any such assignment shall be given to the other Party; and (b) any assignee shall expressly assume the assignor's obligations hereunder, unless otherwise agreed to by the other Party in writing. Notwithstanding the foregoing, as may be required for Tenant to avoid being classified as a Public Utility under Minnesota Statutes Chapter 216B.02, Subd. 4., or to leverage tax benefits as tax owner, Tenant may, at its sole discretion, assign and/or sublease all or part of its full interest under the Lease to a controlled affiliate of Tenant, assign its rights under this Power Purchase Agreement a controlled affiliate of Tenant, or assign this Agreement in connection with any sale of any or all of its Assets to a third party or Bank I. Time is of the Essence. Time is of the essence with respect to all of the terms of this Agreement. m. Data Practices. Pursuant to Minnesota Statutes, Section13.05, subd. 11, all of the data created, collected, received, stored, used, maintained, or Trade Secret disseminated by Tenant in performing this Agreement is subject to the requirements of the Minnesota Government Data Practices Act {"MGDPA"), Minnesota Statutes Chapter 13, and Tenant must comply with those requirements as if it were a government entity. The remedies in Minnesota Statutes, Section 13.08 apply to Tenant. Tenant does not have a duty to provide access to public data to the public if the public data are available from the Customer, except as required by the terms of this Agreement. n. Proqrietarv Information. Information claimed by Tenant to be proprietary, trade secret or business data shall be governed by the standards required for "Trade Secret Information" as defined in MGDPA, Section 13.37(b) and as it may otherwise be referenced in the MGDPA. All of the data created, collected, received, stored, used, maintained, or disseminated by or to the Customer under this Agreement is subject to the requirements of the MGDPA. The Parties acknowledge that the classification of any government data is govemed by the MGDPA and not by the understanding of either the Customer or the Tenant. Notwithstanding any other provision in this Agreement, the Customer's obligation is to maintain and release the data in a manner that is consistent with the MGDPA, provided, however, that Customer agrees to provide prompt written notice to the Tenant when Customer receives a request under the MGDPA for data concerning the terms of the Agreement, including the Agreement itself ("Contract Data"), not including presentations, memoranda and information previously disclosed publicly. When Customer receives a request for Contract Data, Customer shall notify Tenant of the request promptly in writing. Customer shall reasonably wait to disclose the Contract Data until the later of (i) Seller getting a judicial determination by a judicial officer, arbitrator, or administrative law judge on the public or nonpublic designation of the Data or (ii) the last day that, in Customer's sole discretion, Customer must make such disclosure to avoid being at risk of a successful claim from the requester that Customer is in violation of the MGDPA. Customer remains solely responsible for the initial determination of whether the requested Contract Data is public or private/nonpublic, but the parties acknowledge that any final determination by a judicial officer, arbitrator, or administrative law judge, or appellate review thereof, will control. If the Customer determines that some or all of the Contract Data is public under section 13.03 of the MGDPA, Customer shall provide prompt written notice to Tenant prior to Customer's disclosure of such data so that Tenant , at its sole expense, shall have the opportunity to object to such disclosure in writing and seek a determination by a judicial officer, arbitrator, or administrative law judge that such data constitutes trade secret information or business data under the MGDPA and therefore cannot be disclosed under the MGDPA. In no event shall Customer be required by the Tenant under this Agreement to withhold or delay disclosure of public data contrary to requirements of the MGDPA. Notwithstanding the notice and timing provisions in this Subsection 16 n., Customer shall not be liable to Tenant for any failure to give notice or otherwise to timely respond to Tenant regarding a third-party request for data. TenanYs claims against the Customer shall be limited to private actions it may have, if any, for Customer's failure to follow the MGDPA. o. Record Keepin�t—Availabilitv and Retention. Pursuant to Minnesota Statutes, Section 16C.05, subd. 5, Tenant agrees that the books, records, documents and accounting procedures and practices of Tenant, that are relevant to the Agreement or transaction, are subject to examination by the Customer and the state auditor for a minimum of six (6) years. Tenant shall maintain such records for a minimum of six (6) years after final payment. p. Non-Discrimination. Pursuant to Minnesota Statutes, Section 181.59, the Tenant will take affirmative action to ensure that applicants are selected, and that employees are treated during employment, without regard to their race, color, creed, religion, national origin, sex, sexual orientation, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability or age. The Tenant agrees to be bound by the provisions of Section 181.59, that prohibits certain discriminatory practices and the terms of said section are incorporated into this Agreement. q. Environmental. Seller and Tenant represent and warrant that to the best of their knowledge, there are no Hazardous Materials in the Energy System that would cause the Energy System to be disposed of as a Hazardous Waste. In the event the Energy System cannot be re-used, recycled, disposed of as a solid waste, disposed of as a Universal Waste, or similar, and must be disposed of as a Hazardous Waste, either Seller or Tenant shall reimburse Customer for all Customer's actual reasonable disposal costs within thirty (30) days of receiving documentation evidencing the Customer's incurrence of such costs. Seller's and TenanYs obligations under this paragraph shall terminate one year after the termination of this Agreement. For the purposes of this Agreement, "Hazardous Materials" shall mean any hazardous, toxic or radioactive substance, material, matter or waste which is or becomes regulated by any federal, state or local law, ordinance, order, rule, regulation, code or any other governmental restriction or requirement, and shall include asbestos, petroleum products and the terms "Hazardous Substance" and "Hazardous Waste" as defined in the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), as amended, 42 U.S.C. 6901 et seq. [SIGNATURE PAGE FOLLQWSj Trade Secret The Parties acknowledge they have read this Agreement, understand it and agree to be bound by its terms and conditions as of the date first set forth above. Tenant Green2 Solar Leasing, LLC By: Rich Ragatz, its Vice President Dated: Customer City of Hopkins By: Mike Mornson, its City Manager Dated: SCHEDULE A Power Purchase Payment Schedule 186.400 kW DC JinkoJKM400M Solar Panels with 140.00 kW AC SolarEdge SE100k(1) & 20k(2) 480V3Ph Inverter(s)(s), SolarEdge P860 Power Optimizers 8� Unirac, PanelClaw (or equivalent) Ballasted Racking Xcel Photovoltaic Credit Rider Tariff Trade Secret Put and Call Agreement 54.00Q kW DC JinkoJKM400M, 40.00 kW AC SolarEdge SE20k 480V3Ph Inverter(s), SolarEdge P860 Power Optimizers & Unirac, PanelClaw (or equivalent) Ballasted Racking Xcel SolarRewards This PUT AND CALL AGREEMENT (this "AgreemenY'), dated December 12, 2019 is between Green2 Solar Leasing, LLC, a Minnesota Limited Liability Company, whose principal place of business is located at 5810 Nicollet Avenue, Minneapolis, MN 55419 ("TenanY'), and City of Hopkins, a Minnesota Ciry, whose principal place of business is located at 11100 Excelsior Boulevard, Hopkins, MN 55343 ("Customer"}. Tenant and Customer are sometimes also referred to in this Agreement jointly as "Parties", or individually as a "Party". RECITALS A. Customer is the purchaser of a photovoltaic solar electric system (the "Energy System") located at the installation location described above (the "Site") and as described in the Purchase Agreement between Customer and ideal Energies, LLC ("Seller") of even date herewith {the "Purchase Agreement"}; and B. Tenant is the lessee af the Energy System and associated rights under the Facility Lease Agreement with Customer (the °Lease") of even date herewith, and Tenant sells the Energy System generated from the Energy System pursuant to a Power Purchase Agreement with Customer (the "Power Purchase Agreement") of even date herewith (TenanYs interests in the Lease and Power Purchase Agreement is referred to herein as an "InteresY'); and C. The Parties hereto now desire to enter into this Agreement to set forth the terms and conditions upon which Tenant has an option, but not the obligation, to put its Interest(s) to the Customer and upon which Customer has an option, but the obligation, to call Tenant's Interest{s) from Tenant. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises of the Parties hereto and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties hereby agree as follows: 1. Continaencv. . The Parties performance under this Agreement is contingent on Final Project Completion (as defined in the Purchase Agreement) occurring for n accordance with the terms of the Purchase Agreement. 2. Put of TenanYs Interest. Commencing on the 15th full year after the Final Project Completion date for the Project, and for a period of three (3) months thereafter (the "Put Period"), Tenant shall have the right and option to require Customer to purchase all, but not less than all, of TenanYs Interest the Energy System installed pursuant to that Project (the "Put"). Tenant may exercise the Put by delivering notice of exercise of such option in writing to Customer during the Put Period. If exercised, Tenant shall be obligated to sell, and Customer shall be obligated to purchase, all of the Interest owned by Tenant. The purchase price for the Interest shall be $1.00 (the °Put Customer / City of Hopkins Owner installation 101 17th Avenue South, Hopkins, MN 55343 Location / Site Xcel Premise # 303406842 Price"). The date of the Put closing will be thirty (30) days following the notice of exercise of the Put, or such ea�lier date as the Parties may agree in writing (the "Put Closing Date"). The Put Price shall be paid by Customer to Tenant in cash on the Put Closing Date. Each Party shall remain liable for any obligations arising under the Lease prior to the Put Closing Date. Notwithstanding the foregoing, an invoice provided by Tenant to Customer stating the Project and its Put Price, and Customer's payment of the same satisfies the requirements of this Section. 3. Call of Tenant's Interest. For a period of nine (9j months beginning the day following the last day of the Put Period (the "Call Period") for any Project, Customer shall have the right and option to purchase all, but not less than all, of TenanYs Interest in the Energy System installed pursuant to that Project (the "Call"). Customer may exercise the Call by delivering notice of exercise of such option to Tenant during the Call Period. If exercised and based on a Call Price determined by the method of calculation as set forth below, Customer shall be obligated to purchase, and Tenant shall be obligated to sell, all of the Interest owned by Tenant. The purchase price for the Interest pursuant to the Call shall be an amount equal to the fair market value {the "Fair Market Value Price") of such Interest as agreed by the Parties and if no agreement is possible, then by an independent qualified appraiser selected by the Customer and the cost of which is paid for by the Tenant (the "Call Price"). The Parties agree, for each Project, that a reasonable method of establishing the Fair Market Value Price is to use a discounted cash flow value of TenanYs power purchase income less expenses remaining under the Power Purchase Agreement and Lease Agreement as of the Call Date. As of the date hereof, the Parties believe that a discount rate of 15% is reasonable and agree that the Parties will use foregoing method in determining the Fair Market Value and resulting Call Price. If and only if Customer accepts the Call Price as agreed upon or determined by independent appraiser, Customer shall purchase the Energy System for the Price and pursuant to a mutually agreed upon purchase and sale agreement. The date of the Call closing shall be thirty (30) days following delivery of the notice of exercise of the Call, or such earlier date as the Parties may agree in writing {the "Call Closing Date"}. The Call Price shall be paid by Customer to Tenant in cash on the Call Closing Date. Each Party shall remain liable for any obligations arising under the Lease for the Energy System prior to the Call Closing Date. 4. Obliflations followins� exercise of Put or Call. a. Tenant. After the transfer and assignment of the Interest for the Energy System installed pursuant to each Project, pursuant to the Put or Call, Tenant shall have no further obligations or liability in connection with that Interest, except that Tenant shall indemnify, defend and hold Customer harmless from all third-party Trade Secret claims arising out of TenanYs leasehold interest and operation of the Energy System prior to the termination of the Lease. b. Customer. After the transfer and assignment of the Interest pursuant to the Put or Call for the Energy System installed pursuant to a Project, Customer shall make, if not already paid, the Power Payments described in Schedule A of the Power Purchase Agreement between the Parties of even date herewith beginning with the month after that ProjecYs Final Project Completion date through and including the month of the Project's Put or Call Closing date. Customer is not obligated to pay Tenant any Power Purchase Payments after the Put or Call Closing date through the end of the Term for that Project as specified in the Power Purchase Agreement. Customer shall indemnify; defend and hold Tenant harmless from all third-party claims arising out of Customer's ownership or operation of the Energy System as of the date of the transfer and assignment to Customer, subject to Customer's right not to indemnify Tenant or contribute to costs or damages incurred by Customer due to TenanYs negligence, gross negligence or intentional misconduct prior to transfer of ownership or operation of the Energy System. 5. Miscellaneous. a. Subordination to Utilit Rebate A reement. No portion of this Agreement is intended to conflict with any Utility Rebate Agreements (the "Utility Rebate Agreements") to which Tenant or Customer is a party. In the case of a conflict between the terms or conditions of this Agreement and the Utility Rebate Agreements, the terms and conditions of Utility Rebate Agreements shall control. The utility, or its successors and assigns, is a third-party beneficiary of the provision of this paragraph. Nothing in this Agreement shall prevent the utility, from fully enforcing the terms and conditions of Utility Rebate Agreements. b. Relationshio of the Parties. The Parties shall for all purposes be considered independent contractors with respect to each other, and neither shall be considered an employee, employer, agent, principal, partner or joint venturer of the other. c. Entire A�reement. This Agreement and all schedules, exhibits and attachments hereto, together with any agreement reference herein, constitute the entire agreement and understanding of the Parties relative to the subject matter hereof. The Parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement replaces and supersedes any and all prior oral or written agreements, representations and discussions relating to such subject matter. d. Survival of Representations. All representations, warranties, covenants and agreements of the Parties contained in this Agreement, ar in any instrument, certificate, exhibit or other writing provided for in it, shall survive the execution of this Agreement and the consummation of the transactions contemplated herein. e. Amendment. This Agreement may be amended or 2 modified only by a writing executed by the Parties to this Agreement. No custom or practice of the Parties at variance with the terms hereof shall have any effect. f. Notices. Ail notices to be given under this Agreement shall be in writing and shall be effectively given upon personai delivery, facsimile or email transmission (with confirmation of receipt), delivery by overnight delivery service or three days following deposit in the United States Mail (certified or registered mail, postage prepaid, return receipt requested). g. No Dela�r. No delay or failure on the part of any Party hereto to exercise any right, power or privilege hereunder shall operate as a waiver thereof. h. Force Maieure. Neither Party will be liable to the other Party for any delay, error, failure in performance or interruption of performance resulting from causes beyond its reasonable control, including without limitation fires, flood, accidents, explosions, sabotage, strikes or other labor disturbances, civil commotion, riots, invasions, wars, acts of God, terrorism or any cause {whether similar or dissimilar to the foregoing) beyond the reasonable control of the Party. i. Governin Law I Venue. This Agreement shall be govemed by and construed in accordance with the laws of the State of Minnesota without regard to its conflicts of laws principals. Any lawsuit brought in connection with this Agreement shall be brought only in a court of general jurisdiction in Hennepin County, Minnesota. j. Severabilitv. The provisions of this Agreement are severable. if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement. k. Successors and Assi ns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign this Agreement, or any portion thereof, without the prior written consent of the other Party. Any attempted assignment or transfer without such prior written consent of the other Party shall be of no force or effect. As to any permitted assignment: (a) reasonable prior notice of any such assignment shall be given to the other Party; and (b) any assignee shall expressly assume the assignor's obligations hereunder, unless otherwise agreed to by the other Party in writing. Nofinrithstanding the foregoing, as may be required for Tenant to avoid being classified as a Public Utility under Minnesota Statutes Chapter 2166.02, Subd. 4., or to leverage tax benefits as tax owner, Tenant may, at its sole discretion, assign and/or sublease all or part of its full interest under the Lease Agreement to a controlled affiliate of Tenant, assign its rights under the Power Purchase Agreement a controlled affiliate of Tenant, assign its rights under this Agreement #o a controlled affiliate of Tenant, or assign this Agreement in connection with any sale of any or all of its Assets to a third party or Bank. I. Time is of the Essence. Time is of the essence with respect to all of the terms of this Agreement. [SIGNATURE PAGE FOLLOWS] Trade Secret The Parties acknowledge they have read this Tenant Agreement, understand it and agree to be baund by its terms Green2 Solar Leasing, LLC and conditions as of the date first set forth above. By: Rich Ragatz, its Vice President Dated: Customer City of Hopkins By: Mike Momson, its City Manager Dated: SOLAR ARRAY RE�OVAL 8� REINST�4,LLATION AGREEIVIENT This Solar Array Removal and Reinstallation Agreement (this "AgreemenY'), dated December 12, 2019, is made by and between IDEAL ENERGIES, LLC ("Seller'') and the City of Hopkins (the "Customer"). After the Customer has installed and started up its 4 Solar Array(s), and the Customer subsequently repairs or replaces its roof, the Customer desires that the Seller disassemble the Solar Array to permit said roof work and re-install the Solar Array in its original location as further described below in Section 3. 1. Fee for Services: For each Solar Array located at the Sites (the `Sites') listed in Section 3, Seller will perform the Services described in Section 4(the `Services') for the all-inclusive fee listed below: a. $0.30 per Watt DC years 1 to 5 b. $0.32 per Watt DC year 6 c. $0.34 per Watt DC year 7 d. $0.36 per Watt DC year 8 e. $0.38 per Watt DC year 9 f. $0.40 per Watt DC year 10 The above fees do not include any of the following costs, which if incurred by Seller in performing the Services, shall be added to the Fixed fee (at Seller's cost) and paid by Customer in addition to the Fixed fees described above. a. Building Permits, Electrical Permits or Structural Engineering certification of the new roof. b. Costs associated with any additional roofing materials required by the roof manufacturer for Solar Arrays installed with their roofing system. c. If Customer has assigned a rebate to the Seller or its affiliated company in conjunction with the financing of a Solar Array installed by Seller, Customer will pay the assignee the amount of rebate lost due to the Solar Array being non-operational while the roof work is performed. Payments will be based on the energy produced for similar systems during the time period that the work is performed, and the unit rebate for the Customer's Solar Array. 2. Pa ment for Services: Payments are due net (30) days following the start-up of the system as described in Section 4g below. 3. Sites: • Fire Station: 101 17th Avenue South Hopkins, MN 55343 (54 kW DC} . Public Works: 11100 Excelsior Boulevard Hopkins, MN 55343 (186.4 kW DC) . Ice Arena: 11000 Excelsior Boulevard Hopkins, MN 55343 (133.2 kW DC) Services DescriAtion: The Seller will perform the following Services: a. b. c. d. e. � Following Customer's providing Seller its structural report relating to the installation of the solar array, Seller will work with the structural engineer of record to obtain certification that the solar array may be reinstalled on the new roofing system in accordance their original report. Seller will place a lock on the main AC disconnect to de-energize the solar array and disconnect it from the buildings electrical service. Seller will disassemble and palletize the solar array components ("Palletized Solar Parts"). Where roof is replaced in sections, Customer will instruct its roofer to provide an area of roof that is available for storing the Palletized Solar Parts (the "Staging Area"). Seller will locate the Palletized Solar Parts in the Staging Area while roof work is performed. If the Customer is not able to provide a Staging Area and the Palletized Solar Parts need to be moved to the ground, Seller will instruct its roofer to utilize its crane to remove the Palletized Solar Parts from the roof before roof work is performed, and to replace the palletized parts on the roof following the roofer's completion of the roof work. If Customer's roofer cannot provide a required crane, and Seller is required to provide a crane for performing the Services, the cost for the crane will be charged to Customer (at Seller's expense with no markup) in addition to the fees specified in Section 1. After the roof work is performed and the Palletized Parts are craned to the Staging Area, the Seller will reassemble the Solar Array in its original installation location. After reinstallation, Seller will start-up the solar array. 5. Roof Replacement System: When Customer replaces its roof, Customer agrees that it will require its roofer to install a roofing system that conforms with the following conditions: a. Customer is responsible to consult with a Roofing Professional and ensure the reinstallation of the Solar Array will not impact their roof warranty. b. If an existing roofing system is replaced with a different type of roofing system, a roofing system will be installed such that: i. The new roofing system's surface will have an equal or greater coefficient of friction so that additional ballast is not required to immobilize the Solar Array, and ii. The new roofing system's PSF is of equal or lesser PSF than the original roof allowing the Solar Array{s) to be reinstalled in its or original location with the original equipment. 6. Conditions: a. Customer will provide Seller with at least 90 days prior notice before roof replacement begins. b. Customer will provide Seller at least 14 days prior notice of the date the roof work is completed. c. For each Solar Array at a Site listed in Section 3, Seller will perform the Services during the term of this Agreement if Customer provides the required notice during the period beginning on the Solar Array's original start- up date and ending ten (10) years later, and the Services provided by Seller can be provided within three months following the termination of this Agreement. d. Any and all damage to the Solar Equipment caused by Customer or Customer's roofer or their subcontractors is the sole responsibility of the Customer. e. Seller will provide Customer with proof of insurance prior to performing the Services. 7. Miscellaneous: a L•7 Complete Agreement; Modification This Agreement and the documents referred to herein constitute the entire agreement between Subcontractor and Ideal with respect to the subject matter hereof and incorporate all previous and contemporaneous oral and written understandings between the parties with respect thereto, except as may be othennrise provided by the contracts for Services contemplated by this agreement. No change to the terms of this Agreement shall be effective unless approved in writing by authorized representatives of both parties. Governing Law; Venue All Services performed in accordance with this Agreement and the General Contract documents, shall be governed by the laws of the state of Minnesota, without regard to its choice of law provisions. If the application of Minnesota law is prohibited by statute, then this Agreement and the Services 2 c. 0 e shall be governed by the law of the state in which the project is located. Any suit or other legal action arising out of or related to this Agreement or the Services performed in accordance with this Agreement shall be brought only in Minneapolis, Minnesota. Notice Any notice or communication ("Notice") provided in this Agreement given by either party must be in writing. Notice given by depositing the same in the United States mail, postage prepaid, registered or certified, and addressed to the parry to be notified with return receipt requested, shall be effective from and after the expiration of three (3) days after such Notice is deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. Severability Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the rsmaining terms and provisions of this Agreement or the validiry or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Amendment; Waiver No amendment of any provision of this Agreement will be valid unless the same is in writing and signed by the parties. No waiver by any party of any default, misrepresentation or breach of warranty or covenant under this Agreement, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant under this Agreement. The Parties acknowledge they have read this Agreement, understand it and agree to be bound by its terms and conditions as of the date first set forth above. Ideal Energies, LLC By: Chris Psihos, its President Date: Customer City of Hopkins By: Mark Mornson, its City Manager Dated: