HOU - Item 4A - Solar Power System for Angelus and Garvey Senior HousingROSEMEAD HOUSING
DEVELOPMENT CORPORATION
STAFF REPORT
TO: THE HONORABLE PRESIDENT AND DIRECTORS
FROM: JEFF ALLRED, EXECUTIVE DIRECTOR/t
DATE: JULY 27, 2010 "
SUBJECT: SOLAR POWER SYSTEM FOR ANGELUS AND GARVEY SENIOR
HOUSING
SUMMARY
Levine Management Group (LMG), the management company of the two senior
complexes owned by the Rosemead Housing Development Corporation (RHDC),
recently contacted staff inquiring about the possibility of installing solar panels at the
Angelus Senior Complex and the Garvey Senior Complex (see Attachment "A").
Their interest in investigating the possibility of installing solar electricity systems at the
buildings arose as the result of the availability of significant rebates offered by Southern
California Edison (SCE). SCE is a participant in the Multifamily Affordable Solar
Housing (MASH) Program that provides up to 60% of the cost of solar systems. The
MASH Program has been designed specifically to facilitate the acceleration of solar
power in the affordable housing sector in California.
Staff Recommendation
It is recommended that Board takes the following actions:
1. Authorize the Executive Director to negotiate a Power Purchase Agreement with
Solar City for the installation of solar panels at Angelus Senior Complex and
Garvey Senior Complex.
2. Allocate an amount not to exceed $5,000 for the inspection of the roofs at each
complex to ensure that they are in proper condition to accept the solar panels.
ANALYSIS
LMG manages eight (8) properties in the SCE service area, including the Angelus and
Garvey Senior Complexes that are candidates for the MASH incentive program. There
are two types of system options: 1) "system purchase" through Absolutely Solar; or 2)
"Power Purchase Agreement (PPA)" through Solar City.
Option 1: System Purchase
The upshot of the system purchase option is that you own your own system. However,
buying a system requires significant up-front capital and you must manage the system
and its materials. The estimated cost to purchase a system for Angelus Senior
/'A
Complex would be around $150,121. Out of this cost, RHDC-wo ld beeligible to
ITEM j~ '7
APPROVED FOR CITY COUNCIL AGENDA:
Rosemead Housing Development Corporation Report
July 27, 2010
Page 2 of 3 •
receive a $78,887 reimbursement through the MASH Program leaving a balance of
$71,234 to be paid by RHDC. The estimated cost to purchase a system for Garvey
Senior Complex would be around $246,100. Out of this cost, RHDC would be eligible to
receive a $128,677 reimbursement through the MASH Program leaving a balance of
$174,866 to be paid by RHDC. Based on these costs, Absolutely Solar has estimated
that it could take ten (10) or more years for the system to pay for itself. In addition,
monitoring equipment and maintaining it over a long period of time is necessary. The
annual maintenance fee with Absolutely Solar is approximately $800 per building.
Option 2• Power Purchase Agreement
A Power Purchase Agreement (PPA) is becoming the new standard in helping
corporations, municipalities, school districts, and government institutions to take
advantage of incorporating clean energy through solar power. The PPA is a long-term
agreement to buy power from a company (Solar City) that uses its own source of funds
to build a solar energy generating system on a customer's site, and maintains and
operates the facility for a pre-determined timeframe. Customers run their businesses as
usual, without any of the headaches of owning a power plant. PPAs remove the pain of
paying up-front system costs or worrying about the long-term operation and
maintenance. The system is owned and operated by Solar City. They would charge a
flat electrical rate for the solar energy produced on site through the use of the solar
panels. The remaining energy needed and not covered by the solar panels would be
purchased through SCE. Also, power generated by the system and not used is sold
back to SCE.
At the end of the PPA term, the facility can be purchased at fair market value, or the
PPA can be renewed on favorable terms. The PPA enables customers to benefit from
the use of green energy, while still receiving some of the benefits of ownership,
including lower electricity costs and a positive public image, and allows them to spend
their capital budget on their core businesses. Customers typically enter into a fifteen to
twenty-four year contract with a PPA provider, paying energy rates that are below
existing utility prices. Solar City is requesting an eighteen year contract.
Solar energy is a passive method of generating electricity and is immune from the
factors that contribute to rising costs of fuel such as supply shortages, processing
requirements, or labor issues. While savings could vary either up or down once a
system is installed and bought on line, it is estimated that the electrical rates at Angelus
Senior Complex could drop by 40% and by 60% for the Garvey Senior Complex.
FISCAL ANALYSIS
Under the system purchase option, the estimated cost to purchase a solar power
system for both complexes would be approximately $251,100 ($5,000 roof inspection
cost and $246,100 system cost) and an $800 annual maintenance fee.
Under the PPA, the estimated cost would be $5,000 for the roof inspection of both •
complexes.
Rosemead Housing Development Corporation Report
July 27, 2010
• Page 3 of 3
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Michelle G. Ramirez
Economic Development Administrator
Submitted by:
*evelopment Director
Attachment A - Solar Project Request
•
ATTACHMENT A
rat
June 1, 2010
Michelle G. Ramirez
City of Rosemead
8838 E. Valley Boulevard
Rosemead, California 91770
Dear Michelle,
Enclosed please find two loose leaf books that contain significant information
pertaining to solar projects at Angeles and Garvey. The books are divided into four
sections containing the following information:
• Background information for the Multifamily Affordable Solar Housing
(MASH) program.
• Information relating to the purchase of a solar system.
• Information relating to the Power Purchase Agreement (PPA) option.
• Financial summary data for each option.
Please note that the PPA option involves a third party and that no initial cash
outlay is required. . For the purchase option, there is a significant cash outlay, but
approximately 50% of the cost is offset by the MASH rebate.
Financial summary spreadsheets are estimates of the savings and returns of each
system option. Please note they were derived from information prepared by the vendors
and reviewed by our solar consultant. These savings numbers could vary either up or
down once systems are installed and brought on line.
Since the City of Rosemead senior buildings are not-for-profit entities, it is my
understanding that they cannot take advantage of the federal investment tax credit or the
tax benefit from depreciation. As you know. I spoke with Steve Brisco this morning, and
he believes this information is correct. However, he is looking into the matter further,
and he will inform me if this is not the case. If an update to any of the financial
information becomes necessary, it will be entailed to you.
Sincerely yours,
LEVINE MANAGEMENT GROUP, INC.
0..t,`
Allan Kokin
Chief Financial Officer
Enclosures
LEVINE MANAGEMENT GROUP, INC. • 822 S. ROBERTSON BLVD., SUITE 200 • Los ANGELES, CA 90035-1613 • 310-35B-3489 • FAX 310-358-3494
vdww. I ev i n e g ro u p s. co m
r
Solar Project
For
Angeles Senior Housing
Garvey Senior Housing
Prepared By
Levine Management Group, Inc.
SOLAR PROJECT INTRODUCTION
Our interest in investigating the possibility of installing solar electricity systems at
buildings in the Southern California Edison (SCE) service arose as the result of our
becoming aware of the availability of significant rebates. SCE is a participant in the
Multifamily Affordable Solar Housing (MASH) Program that provides approximately
60% of the cost of solar systems. The federal government provides a 30% Investment
Tax Credit (ITC) for solar systems. In addition, solar systems are eligible for accelerated
five-year depreciation. Taken together, these programs provide very significant cost
reductions for potential solar system installations.
LMG manages eight properties in the SCE service area that are candidates for
these incentives. Since LMG does not have expertise with respect to solar technology,
we sought and hired a consultant to assist us in the evaluation of the system options
available to us. Initially, we concentrated on the system purchase option. Three potential
vendors were contacted, and our consultant, Greg Reitz, helped us narrow the selection to
two. The vendors were assigned four projects each, with Absolutely Solar given the
Rosemead projects.
This document contains information submitted by this vendor pertaining to these
projects. This information went to our consultant who reviewed it and ran it through his
model. He discussed it with Absolutely Solar, and he supplied us with his analysis. That
is the information that we used. We felt this made more sense since it helped guard us
against the potential use of overly optimistic projections that could be offered by the
vendors.
We also investigated an alternative approach know as a Power Purchase
Agreement (PPA). In this approach, the owners do not buy the solar systems. Rather, the
vendor arranges a third party agreement in which a portion of the monthly savings from
each building is paid back to the PPA under an eighteen-year agreement. Our
understanding is that the level of solar production is guaranteed, and that on an annual
basis, the amount paid to the PPA will always be less than the energy savings. At the end
of the eighteen-year time frame, the owners have the option to purchase the equipment at
its fair market value. However, it is presumed that at that time, the technology would
likely be out of date, so that purchase, even at a very low price, would likely not be
desirable. Again, the consultant reviewed the PPA vendor information that became the
basis of our analysis.
The final section of this document contains a financial analysis that compares and
contrasts the savings generated under each option.
Finally, please note that a Proof of Project Milestone (PPM) document must
be submitted to SCE by June 24, 2010. Accordingly, a decision should be made by
approximately June 21, 2010 in order to execute the necessary documents by this
date.
TABLE OF CONTENTS
1. Background Information
• Rebate Q & A
• Federal Incentive Program
• MASH Program Report
• MASH Program Reservation Letters and
Extension Email
• State Tax Information
2. Purchase Option
• Absolutely Solar Information
• Absolutely Solar Sample Agreement
• Absolutely Solar Proposals
3. Power Purchase Agreement Option
• Solar City Information
• Solar City "How We Estimate Savings"
• Solar City Proposals
• Solar City Sample Contract
4. Financial Analysis & Comparison
3
BACKGROUND ffNIF®RMACIDN
Rebate Q & A
AHF Online Article
Affordable Housing Finance
GREEN SCENE
Rebates Energize Solar Retrofits
AFFORDABLE HOUSING FINANCE • April/May 2009
BY CHRISTINE SERLIN
Affordable housing owners who want to retrofit their developments to go solar in
California have an additional rebate incentive to help them do so.
The California Solar Initiative's Multifamily Affordable Solar Housing (MASH)
program offers up-front capacity- based incentives for solar photovoltaic systems
that offset common area and tenant loads for qualifying affordable housing
properties that have had an occupancy permit for at least two years.
The qualifying developments also must be electric customers of Pacific Gas and
Electric Co., Southern California Edison, or San Diego Gas & Electric.
Applications are available for MASH's Track 1, which provides fixed rebates based on
the size of the photovoltaic system installed and its expected performance. For a
system that offsets a common area load, owners will receive a rebate of $3.30 per
watt, and for a system that offsets a tenant load, owners will receive a $4 per watt
rebate. Track 2, which will offer higher incentives to applicants who provide
quantifiable "direct tenant benefits," is still under review and applications have.yet
to be released.
Villa Nueva Apartments, a 400-unit affordable
housing facility in San Ysidro, Calif., utilizes a
6137-kilowatt solar system. Affordable housing
owners in California can now retrofit
properties to include solar systems with the
help of a rebate.
According to Richard Raeke, director of project finance for Borrego Solar Systems, Inc., the MASH program has $108 million in
funding, which is roughly 30 megawatts of solar power. He says the program expects the funding to be around for four years, but
that will depend on "how quickly developers take to this. I have a concern it may go quicker because the rebate is so lucrative."
Owners could be looking at the system paying for itself within five to seven years-potentially as little as three years depending on
the cost of the installation, the system production, and the rebate level-and for roughly 45 percent to 6S percent of the cost to be
paid for by the state, Raeke says. He also adds that the one-time rebate should be paid out to the owner within 30 days of the solar
system being turned on.
Another benefit for MASH participants is virtual net metering. This allows owners to apply the credits from a single solar system to
multiple accounts on a site. The solar system will feed directly back into the grid any electricity not consumed on site, and the electric
companies will allocate credits as the property owner or manager designates.
For owners who are interested in utilizing solar power, Raeke recommends evaluating the potential buildings first. He says it's
important to assess the roof conditions early as well as other structures in the development.
Evaluating current rate schedules and consumption is also key. If an owner is already on a
discounted rate schedule or consumption isn't that high, it might not be beneficial for the
owner, Raeke adds.
With the MASH rebate incentive, Raeke also recommends for owners to think about the
larger scale and look at several buildings to maximize the economy of it since the rebates
will only be around for a few years.
Raeke says Borrego has seen an interest from owners already. He also adds that he
wouldn't be surprised to see more states creating solar incentives for owners.
Online Resources
For more information oa the
Multifamily Affordable solar Housing
program, visit:
o la rf I a/csU
low income.h[ml
WWW.DQe.COM/IOWIDCOMeSOlar
www. sre.com/ resid entia (/rebates-
h. www,lnaroycenter Om
SCE - Incentive/Application FAQs
Incentive/Application FAQs
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
How much money is available through the MASH program for SCE
customers?
How do I determine if my multi-family building meets the definition of low-
income residential housing in the California Public Utilities Code (PUC)
Section 2852?
Does the MASH Program permit use of power purchase agreements?
How does California Health and Safety Code Section 50079.5 define
"lower income households"?
How much and what types of rebates are available?
Who is eligible to receive incentives under the MASH program?
Are tax incentives available?
Which solar technologies are covered under MASH?
Are incentives available for solar water heating system?
How do I apply for MASH incentives?
Do I need to follow the three-step application process if I've already
selected an installer?
How much are application fees?
How can I check on the status of my application?
How long will the application process take?
Can I apply for both Track 1A and Track 1 S?
Why does my PV system need to be field-verified?
Are there classes offered in solar PV systems?
Do I need to obtain a building permit?
How do I find a solar installer I can trust?
Where can I get more information?
Q1. Does installing solar on affordable housing require out-of-pocket costs?
A: Yes, it does. The customer must pay up-front costs for the photovoltaic
equipment and installation; however, MASH incentives, federal investment tax
credits, renewable energy credits, and net metering credits can significantly reduce
the customer's cost of photovoltaic equipment and installation. Each project will
have a different payback period depending'on the type of financing that the
customer uses to fund the project.
TOP
Q2. How much money is available through the MASH program for SCE
customers?
A'. Of the $108.34 million allocated to the MASH program, SCE's portion of the
incentive budget is summarized below.
Incentive Budget
Incentive Track Incentive Budget
Track 1 AIB $34,656,032
Track 2` $9,200,000
Total $43,856,032
'No more than 20% of the Track 2 budget can be awarded in one review cycle.
TOP
Q3. How do I determine if my multi-family building meets the definition of low
-income residential housing in the California Public Utilities Code (PUC)
Section 2852?
To learn more, go to the California Law homepage and search for the code
section.
TOP
Q4. Does the MASH Program permit use of power purchase agreements?
A: The MASH Program allows customers to enter into power purchase agreements
with third parties, if the teens and conditions of the agreements comply with all
existing statutes and regulations that govern the production and sale of electricity.
TOP
?age 1 of ~
7
http://,A,w-,A,.sce.com/solarleadersl-dp/gosolar/mash/MASHResources/incentive-application-faq.htm 5/14/201C
SCE - Incentive/Application FAQs Page 2 of
Q5. How does California Health and Safety Code Section 50079.5 define
n "lower income households"?
A. California Health and Safety Code Section 50079.5 defines "lower income
households" as follows:
income does not exceed the qualifying limits for lower income families as
established and amended from time to time pursuant to Section 8 of the
United States Housing Act of 1937. The limits shall be published by the
department in the California Code of Regulations as soon as possible after
adoption by the Secretary of Housing and Urban Development. In the
event the federal standards are discontinued, the department shall, by
regulation, establish income limits for lower income households for all
geographic areas of the state at 80 percent of area median income,
adjusted for family size and revised annually.
(B) "Lower income households" includes very low income households, as
defined in Section 50105, and extremely low income households, as
defined in Section 50105. The addition of this subdivision does not
constitute a change in, but is declaratory of, existing law.
(C) As used in this section, "area median income" means the median
family income of a geographic area of the state.
To learn more, go to the California Law homepage and search for the code
section.
TOP
Q6. How much and what types of rebates are available?
A. Multifamily Affordable Solar Housing (MASH) has two incentive tracks - Track 1
AIB and Track 2. Track 1 offers $3.30/watt for a system that offsets common load
and $4.00/watt for a system that offsets tenant load. This rate is consistent across
the three utilities. Unlike general market CSI. MASH does not have a declining rate
based on volume of megawatts of confirmed incentive reservations issued in
SCE's service area. Track 2 is a competitive grant application process where the
applicant submits a proposed dollar per watt for the project.
Currently, the only incentive type available for the MASH Program is the Expected
Performance-Based Buydown(EPBB).
TOP
Q7. Who is eligible to receive incentives under the MASH program?
A. Eligible electric customers of PG&E, SCE, and SDG&E may receive an
incentive through the MASH program. In addition, all existing multifamily affordable
housing that meet the definition of low income residential housing established in
Public Utilities Code § 2852.a.2 and have an occupancy permit for at least two
years.
Specifically, this means multifamily housing financed with low-income housing tax
credits, tax-exempt mortgage revenue bonds, general obligation bonds, or local,
state or federal loans or grants. The facility must also meet the definition of low-
income households in Health and Safety Code § 50079.5
Planned new housing construction, including new housing development projects
and new custom homes, are eligible for the New Solar Homes Partnership
program. The Single Family Low Income Incentive Program, which is intended for
homeowners who qualify for low-income housing programs, is expected to be
rolled out in the first quarter of 2009.
TOP
Q8. Are tax incentives available?
A. In addition to rebates available through MASH, your project may also be eligible
for a federal tax credit. Consult the IRS or your tax consultant for details on
available tax credits. For additional information, click here. For the most current
status of these tax credits, you should contact the Internal Revenue Service and/or
your tax preparer.
TOP
Q9. Which solar technologies are covered under MASH?
A. MASH incentives are available for solar photovoltaic (PV) technologies (roof-
mounted, ground-mounted and building-integrated PV) sized to meet actual or
forecast on-site load.
TOP
http://www.see.com/solarleadership/gosolar/mash/MASHResources/incentive-application-faq.htm 5/14/201C
SCE - incentive/Application FAQs Page 3 of 5
Q10. Are incentives available for solar water heating system?
-
A. Currently there are no incentives for solar water heating systems in SCE's
f=a
a
service area.
TOP
F
-
Q11. How do I apply for MASH incentives?
yv
A. In nearly all situations, the installer takes care of the application on the
?S
customer's behalf when applying for Track 1 incentives. Applications proceed
€r'•
I
through several stages before payment-from Requested to Reserved to
l'b
Completed. Qualified installers understand the application process and can
optimize customers' incentives by completing the application and submitting all
_
required documents.
TOP
Q12. Do I need to follow the three-step application process if I've already
selected an installer?
A. Generally, MASH applications go through the three-step application process.
However, applicants can opt-in to the two-step process. Keep in mind that your
application is still subject to the requirements detailed in the three-step application
process.
Q13. How much are application fees?
A. There is no application fee for MASH.
TOP
Q14. How can I check on the status of my application?
A. For Track 1, Your installer can provide you with regular updates regarding the
status of your application. You can also contact your program administrator at
(866) 584-7436 to get project updates.
TOP
Q15. How long will the application process take?
A. SCE strives to take less than 30 days to confirm MASH Track 1 reservation
requests. Application processing time depends on a number of factors, including
the speed with which applicants respond to requests for more information or
application corrections.
To help ensure your application is processed quickly, please note the most
frequent issues encountered with applications are: missing energy efficiency audit;
listed equipment does not match EPBB tool calculator printout; copy of executed
contract for system purchase and installation; missing signature(s); and incomplete
or missing documentation.
TOP
MASH applicants are granted a reservation period of 18 months to complete their
project.
Q16. Can I apply for both Track 1A and Track 1 B?
A. Yes, you can apply for both Track 1A to offset common load and Track 1B to
offset tenant load. The system for the common area must be sized so that the
system primarily offsets part or all of the common area's electrical needs. Tenant
areas will be aggregated for sizing limits. For example, up to 50 kW of a system
may be allocated to 10 units in a building without requiring system size justification
because the average will be 5 kW or less.
TOP
Q17. Why does my PV system need to be field-verified?
A: Installed systems must be field-verified to ensure the installation of high-
performance PV systems that are consistent with the information used to
determine the estimated performance, reservations and ultimately the final rebate.
TOP
Q18. Are there classes offered in solar PV systems?
A. SCE hosts monthly Introduction to the California Solar Initiative classes. The
class is not specific to MASH, however, it can provide you with a general
understanding of PV Systems, Please visit www.sce.com/csi for more information.
TOP
Q19. Do I need to obtain a building permit?
A. You will probably need to obtain a permit from the city or county building
department A solar vendor/installer may be able to assist with this.
TOP 9
http://www.sce.cornlsolarleadershiplgosolarlmashIMASHResources/incentive-application-faq.htm 5/14/2010
SCE - Incentive/Application FAQs Page 4 of 5
020. How do I find a solar installer I can trust?
A. Qualified contractors are your key to getting the most productive solar system
?i'r
for your home or business. Choose a reputable installer by interviewing at least
three potential installers and obtaining bids before making your selection,
:x
xce -forlhoSssystemsthat =
"
appropriately licensed California Contractors in accordance with rules and
P~
regulations adopted by the California Contractors State Licensing Board (CSLB).
y
y
All systems must be installed in conformance with the manufacturer's
R.a
- specifications and with all applicable electrical and building code standards.
TOP
QYI. Where can I get more information?
A. For additional information on "going solar," visit www.sce.comfcsi or
www. gosolarcalifornia.gov.ca.
10
http://R'w\v.sce.com/solarleadership/gosolar/masli/MASHResources/incentive-application-faq.htm 5/14/2010
SCE - Incentive/Application FAQs
rage D or D
11
http://wwT~v.sce.com/solarleadership/gosolar/hnash/MASHResources/incentive-application-faq.htm 5/14/2010
MASH Program Report
12
Multifamily Affordable Solar Housing
Semi-Annual Report
January 20, 2010
SOUTHERN CALIFORNIA V E D I S O N Center for Sustainable Energy I lI'~I~ An EDISON INTERNATIONAL Campmy N CAI I I OR NIA CAU RN IA
13
Table of Contents
Table of Contents ..........................................................................................................................................1
1. Executive Summary 2
2. Background ...........................................................................................................................................3
2.1. Incentive Types: Track 1 (A and B) and Track 2 ............................................................................4
Table 2.1: MASH Track 1 Incentive Rates in $/Watt .............................................................................5
2.2. Virtual Net Metering .....................................................................................................................5
Figure 2.1: Conventional Solar Systems on Individually- Metered Multifamily Housing .....................6
Figure 2.2: Virtual Net Metering System on Individually-Metered Multifamily Housing .....................6
2.3. Eligibility ........................................................................................................................................7
2.4. Budget ...........................................................................................................................................7
Table 2.2: MASH Budget Allocations by Utility Territory ......................................................................7
3. Program Progress ..................................................................................................................................8
3.1. Program Implementation to December 31, 2009 .........................................................................8
3.2. Program Waitlist .........................................................................................................................10
3.3. How the Data Questions Called for in D.08-10-036 were Addressed .........................................10
4. Program Progress ................................................................................................................................11
Table 4.1: MASH Applications by Month (2009) .................................................................................11
Table 4.2: Summary Data: MASH Applications by Status ...................................................................11
Table 4.2: Detailed Data: MASH Applications by Status 12
Table 4.3: MASH Applications by County ............................................................................................13
Table 4.4: MASH Applications by County (Capacity) ..........................................................................13
Table 4.5: MASH Applications by County 14
Table 4.6:
MASH Applications by City
14
Table 4.7:
MASH Applications by City (Capacity)
........................................16
Table 4.8:
MASH Applications by City
........................................18
Table 4.9: MASH Program Expenditures by Program Administrator ..................................................20
5. Conclusions and Program Recommendations ....................................................................................21
MASH Semi-Annual Report, January 20, 2010 1
14
Multifamily Affordable Solar Housing Semi-Annual Report
The California Center for Sustainable Energy (CCSE), on behalf of the California Solar Initiative
(CSI) Program Administrators (PAS), submits this 2010 Semi-Annual Report for the Multifamily
Affordable Solar Housing (MASH) Program, in compliance with the California Public Utilities
Commission (CPUC or Commission) Decision (D.) 08-10-036, which requires the PAS to submit
joint semi-annual reports to the Director of the Energy Division on the progress of the MASH
Program.'
The first MASH semi-annual report, dated January 20, 2010, captures administrative expense
and program data from program inception through December 31, 2009, and includes the items
appearing in the following outline, requirements identified in Appendix A of D.08-10-036, and
other data that Energy Division has requested.
1. Executive Summary
The MASH Program is one of the CSI's two low-income programs and is administered by
Pacific Gas and Electric (PG&E), Southern California Edison (SCE), and the California Center
for Sustainable Energy (GCSE) in San Diego Gas and Electric territory (SDG&E) territory. The
MASH Program provides incentives for the installation of solar photovoltaic (PV) generating
systems on low-income multifamily housing, as defined in California Public Utilities Code (PUC)
Section 2852. The MASH Program has two incentive tracks both of which are paid in the
Expected Performance Based Buydown (EPBB) format:
Track 1 provides fixed, capacity-based rebates at $3.30 per waft for solar PV generating
systems that offset common area electrical load (Track 1A) or at $4.00 per waft for solar
PV generating systems that offset tenant common area electrical load (Track 1 B). Track
1 applications are reviewed on a first-come first-served basis.
2. Track 2 is a competitive application process and provides variable rebates up to 100% of
system and ongoing maintenance costs. To be awarded Track 2 funds, an applicant
must demonstrate direct tenant benefit. Track 2 consists of two application cycles per
year.
The PAS began accepting applications for Track 1 in February 2009 and conducted the first
round of Track 2 application evaluations between July and December 2009. PG&E, SCE, and
SDG&E began to offer a Virtual Net Metering (VNM) utility tariff option in June 2009 to simplify
the installation of solar PV generating systems in multifamily housing.
I D.08-10-036, Ordering Paragraph No. 9 and Appendix A. In addition, the PAs will file a more detailed reporting of MASH
expenses, including VNM implementation, as part of the CSI semi-annual administrative expense report that is due on January 29,
2010. D.08-10-036, Ordering Paragraph No. 7 and Appendix.
MASH Semi-Annual Report January 20, 2010
15
The PAs received and processed the following numbers of applications in 2009:
• 384 MASH applications received
• 179 Track 1 applications reserved
• 1 Track 2 application reserved
PG&E and CCSE received applications that exceeded funds available in their respective Track
1 budgets for 2009, and both created a wait list. SCE received applications for over 90% of its
Track 1 budgee. Currently SCE has 100% of its Track 2 budget available, PG&E has 90% and
CCSE has 80%.
2. Background
In D.06-01-024, the Commission adopted the Staff proposal to set aside a minimum of 10% of
CSI Program funds for projects installed by low-income residential customers and affordable
housing projects .3 In 2006, the California Legislature codified this requirement in Senate Bill
(S B) 14 and Assembly Bill (AB) 2723.5 Subsequently, in D.06-12-033, the Commission directed
the PAS to conform the CSI Program to SB 1 and AB 2723 requirements and directed that 10%
of the total ten-year CSI budget would be reserved for the low-income residential solar incentive
programs that are now referred to as MASH and the Single-Family Affordable Solar Homes
(SASH) Programs.
On October 16, 2008, in D.08-10-036, the Commission established the $108.34 million MASH
Program as a component of the CSI Program. The MASH Program provides incentives "for
solar installations on existing multifamily affordable housing that meet[s] the definition of low
income residential housing established in Pub. Util. Code § 2852."6
The Commission adopted a two-track incentive structure, "with Track 1 providing up front
incentives to systems that offset either common area or tenant load, and Track 2 providing an
opportunity to compete for higher incentives through a grant program."7
PG&E, SCE, and CCSE, in SDG&E's service territory, administer incentives under the MASH
Program. The Commission selected the general market CSI PAs because.the target customers
of the MASH Program, which are affordable housing building owners, are similar to the
SCE exceeded its Track 1 budget in January 2010 and has started a waitlist
D.06-01-024, mimeo., pp. 5 and 27, Conclusion of Law 9 at p. 43 (see also Appendix A, pp. 2-3)
SB 1 (Murray & Levine), Chapter 132, Statutes of 2006, sets forth specific CSI program requirements regarding program budget,
conditions for solar incentives, and eligibility criteria.
s AB 2723 (Pavley), Chapter 864, Statutes 2006, required the Commission to ensure that not less than 10% of the CSI funds are
used for the installation of solar energy systems on low-income residential housing and authorized the Commission to incorporate a
revolving loan or loan guarantee program for this purpose.
e D.08-10-036, Appendix A, mimeo., p. 1
D.08-10-036, mimeo., p. 9.
MASH Semi-Annual Report, January 20, 2010
16
commercial and non-profit customers of the general market CSI Program. The resulting synergy
allowed the PAs to incorporate MASH into their existing CSI administrative structures and to
implement MASH in a quick and cost-effective manner.'
The overall goals for the MASH Program are to:
1. Stimulate adoption of solar power in the affordable housing sector;
2. Improve energy utilization and overall quality of affordable housing through application of
solar and energy efficiency technologies;
3. Decrease electricity use and costs without increasing monthly household expenses for
affordable housing building occupants; and
4. Increase awareness and appreciation of the benefits of solar among affordable housing
occupants and developers.
The MASH Program will operate either until January 1, 2016, or when all funds available from
the program's incentive budget have been allocated, whichever event occurs first. PUC Section
2852(c)(3) requires that any program dollars remaining unspent on January 1, 2016, are to be
used for Low Income Energy Efficiency programs.
2.1. Incentive Types: Track 1 (A and B) and Track 2
The MASH Program is designed to substantially subsidize solar PV generating systems in
multifamily housing. Incentivizing the installation of solar PV generating systems in the MASH
Program is not as straightforward as the general market CSI Program. Although affordable
housing building owners are the target market, two different categories of customers may
receive the benefits from an installed system: the building owners and the tenants. The
Commission ensured in the design of the incentive structure and rebate levels in the MASH
Program that benefits of the installed systems would accrue to both categories of customers.
To accomplish this goal, MASH incentives are divided into two different tracks: Track 1 and
Track 2. Track 1 is similar to the general market CSI Program in that the rebate amount is both
fixed and capacity-based. As shown in Table 2.1, Track 1 offers different incentives for solar PV
generating systems that cover the electric load for common and tenant areas. The rebates are
based only on the EPBB method, which is a one-time lump sum payment after verification of
system installation. EPBB incentive rates are fixed and do not automatically decline as the
MASH Program progresses. The Administrative Law Judge assigned to the CSI proceeding,
however, has the authority to reduce MASH Track 1 incentives by up to 10% each year .9
e D.08-10-036, p. 24-25
s D.08-10-036, p. 14
MASH Semi-Annual Report, January 20, 2010
17
Table 2.1: MASH Track 1 Incentive Rates in $/Watt
Track 1A: PV System Offsetting
Common Area Load
Track 1B: PV System Offsetting
Tenant Area Load
$3.30/Watt
$4.00/Watt
Although different incentive rates exist for systems offsetting common or tenant area electrical
load, no requirement mandates that either Track 1A or Track 1 B solar PV generating systems
provide any direct tenant benefit or decrease the monthly expenses or financial burden for the
low-income tenants. On the other hand, Track 2 incorporates a direct tenant benefit
requirement.
Track 2 is a competitive grant-style structure that does not include a fixed rebate amount.
Track 2 grants are awarded to applicants who provide quantifiable "direct tenant benefits" (i.e.,
any operating costs savings from solar that are shared with their tenants). Other categories of
benefits that are considered in determining an award include energy efficiency improvements,
green job creation or training, outreach and education for tenants on sustainability topics.
Two award cycles exist each year, and the PAs can award up to 20% of the total Track 2 budget
in any given cycle. Awards are not guaranteed during any cycle however. For each winning
application, a PA can award up to 100% of capital costs of the project as well as ongoing
operation and maintenance costs.
To ensure that the PAs apply consistent criteria in evaluating Track 2 applications, the PAs
developed a standardized statewide Track 2 application and review process with consultation
from members of the affordable housing community.
2.2. Virtual Net Metering
In December 1981, following adoption of D.93586, most utilities closed their Master
Meter/Submeter Tariffs to new installations. PUC Section 780.5 required individual utility
metering in multi-unit residential buildings that received building permits after July 1, 1982.
While this setup encourages tenants to conserve energy, it can make it more challenging for
building owners who want to install solar PV generating systems intended to serve tenants. In
order to offset energy usage in tenant units, an owner would have to create a separate system
with its own inverter for every meter on the property.
MASH Semi-Annual Report, January 20, 2010
18
Figure 2.1: Conventional Solar Systems on Individually- Metered Multifamily Housing
solar generator
multiple
I m m M11
residential unit
meters
utility
In order to encourage solar installations on multi-unit affordable housing properties through the
MASH Program, D. 08-10-036 directed SCE, PG&E and SDG&E to file tariffs for a VNM, which
is a tariff that allows MASH participants to install a single solar PV generating system to cover
the electricity load of the owner's common areas and the tenants' individual meters in a building.
The electricity generated by the system is fed back into the grid through a Generator Output
Meter, which measures the kWh produced. The participating utility then allocates bill credits
resulting from the energy produced by the solar PV generating system to both the building
owner's and tenants' individual utility accounts, based on a pre-arranged allocation agreement
(see Figure 2.2). The VNM tariff that PG&E, SCE, and SDG&E offers is currently limited to
those customers that receive incentives through either the MASH Program or the California
Energy Commission's New Solar Homes Partnership Program (affordable housing only).
Figure 2.2: Virtual Net Metering System on Individually-Metered Multifamily Housing
solar generator
solar panels
utility
m m 0 utility
residential unit ower
ommon meters
area m M M M M M
meter solar
generators inverter
output meter
MASH Semi-Annual Report, January 20, 2010
19
2.3. Eligibility
Eligibility for the MASH Program is based on the characteristics of the affordable housing
development rather than on the characteristics of the current individual residents. If a
development qualifies, then all of the residents qualify whether or not they are low-income.
Individual low-income residents in multifamily housing are not eligible to apply on their own. To
qualify, a building must:
1. Meet the definition of "low income residential housing" as provided in PUC Section 2852,
2. Have an occupancy permit for at least two (2) years; and
3. Be within the service territories of SCE, PG&E, or SDG&E.
2.4. Budget
In an Assigned Commissioner's Ruling dated February 5, 2007, in R.06-03-004, one-half of the
$216 million low income CSI budget adopted by the Commission in D.06-12-033 ($108 million)
was reserved for the MASH Program. This budget, shown in Table 2.2, was adopted by the
CPUC in D.08-10-036. For information on MASH Program expenditures to date, see Table 4.9.
The incentive allocation equates to 88% of each PA's budget while the remaining 12% is
reserved for marketing and outreach, evaluation, and other administrative expenditures. The
PAs must spend 2% on evaluation, however, the remaining 10% can be split between general
administration and marketing and outreach at the PA's discretion.
Table 2.2: MASH Budget Allocations by Utility Territory
PG&E
SCE
CCSE -
Total
Budget %
43.7%
46%
10.3%
100%
Track 1A and 1B
32,923,230
34,656,032
7,759,938
75,339,200
Track 2
8,740,000
9,200,000
2,060,000
20,000,000
Administration (12%)
5,681,350
5,980,368
1,339,082
13,000,800
Total
47,344,580
49,836,400-
11,159,020 , i
' 108,340,000
MASH Semi-Annual Report, January 20, 2010
20
3. Program Progress
The MASH PAs have made significant progress since the creation of the program. This section
of the report presents program achievements and milestones to December 31, 2009.
3.1. Program Implementation to December 31, 2009
The Commission presented an implementation plan for the MASH program in D.08-10-036 and
its Appendix A. The requirements of the implementation plan (shown in italics) and the progress
to December 31, 2009, are identified below:
Within 60 days the Program Administrators shall jointly file an advice letter with
proposed amendments to the CSI Handbook to incorporate the MASH program. The
handbook should address Track 1 incentives and all elements of the MASH program
necessary for implementation of Track 1.
o On behalf of the PAs, CCSE filed CCSE Advice 2, SCE Advice 2297-E, and
PG&E Advice 3378-E with the Commission on December 15, 2008, which was
approved on January 22, 2009 with an effective date of January 14, 2009. This
advice filing implemented the MASH section in the CSI Handbook, which
describes Track 1 and associated requirements.
• Within 90 days of this order, the Program Administrators shall jointly file an advice
letter with a standardized statewide Track 2 application and review process as well
as the handbook changes necessary to implement Track 2.
o On behalf of the PAs, PG&E filed PG&E Advice 3402-E, SCE Advice 2310, and
CCSE Advice 4 with the Commission on January 14, 2009, which proposed
modifications to the CSI Handbook to incorporate Track 2 of the MASH Program.
o The Energy Division issued an Advice Letter Suspension Notice on February 11,
2009, because the filing did not include the Track 2 application and review
process.
On behalf of the PAs, PG&E filed PG&E Advice 3402-E-A, SCE Advice 2310-E-
A, and CCSE Advice 4-A on March 11, 2009, which included the Track 2
application and review process requested by Energy Division. The Commission
approved the advice filing on May 27, 2009, with an effective date of May 22,
2009.
• PG&E, SCE, and SDG&E shall each file an advice letter, within 120 days of this
order, proposing a VNM tariff applicable to individually metered multifamily affordable
housing properties that install a solar energy system through the MASH program.
MASH Semi-Annual Report, January 20, 2010
21
Each utility's MM tariff must comply with § 2827 and Appendix 8 of this order.
On February 13, 2009, PG&E filed Advice 3422-E, Establishment of Rate
Schedule NEMVNM - Virtual Net Energy Metering Tariff in Compliance with
Decision 08-10-036. A supplemental filing (Advice 3422-E-A), Establishment of
Schedule NEMVNMA -Virtual Net Energy Metering (VNM) Service for
Individually Metered Residential Units and Owners with Housing Receiving
Incentives from the Multifamily Affordable Solar Housing (MASH) Program or the
New Solar Homes Partnership (NSHP) Affordable Housing Program was filed on
April 10, 2009. Energy Division approved Advice 3422-E-A on June 12, 2009,
with an effective date of June 8, 2009.
SCE filed Advice 2322-E establishing a MASH Virtual Net Metering schedule
(MASH-VNM) with the Energy Division on February 13, 2009, and filed
supplemental Advice 2322-E-A on April 14, 2009, to incorporate revisions to the
tariff sheets as advised by the Energy Division. Energy Division approved Advice
2322-E-A on June 12, 2009, with an effective date of June 8, 2009.
On February 13, 2009, SDG&E filed Advice Letter 2064-E, Establishment of
Schedule VNM-A in compliance with D.08-10-036. Per the request of the Energy
Division, a supplemental filing (2064-E-A) was submitted to the Commission on
April 17, 2009, to provide additional clarifications to SDG&E's Virtual Net Energy
Metering proposal. Advice Letter 2064-E-A was approved by the Energy Division
on June 12, 2009 with an effective date of June 8, 2009.
• Within four months from the Commission order adopting the program, the MASH
shall be implemented in the service territories of PG&E, SCE, and SDG&E such that
applications are available to the public.
On February 17, 2009, the PAs launched MASH Track 1 and made the Track 1
Reservation Request Form, Proof of Project Milestone Form and Incentive Claim
Form, along with a list of the necessary supporting documents available on their
respective web sites.
By the end of 2010, the Program Administrators shall have made reasonable efforts
to identify the eligible population across the state within the PG&E, SCE, and
SDG&E service territories, and have attempted to contact them about the MASH
program.
o The PAs immediately reached out to affordable housing community. In the first
six months after launch of the MASH Program, the PAs held workshops, served
on panels in relevant statewide and local affordable housing conferences, and
met with representatives of the affordable housing community to discuss their
concerns with the MASH Program as designed. The PAs also reached out to key
MASH Semi-Annual Report, January 20, 2010
22
stakeholders, including the United States Department of Housing and Urban
Development and non-profit developers, and leveraged upon their respective
Low Income Energy Efficiency departments within each service territory.
• By the end of 2012, 50 affordable housing buildings should install solar energy
systems through the program.
While the PAs have not yet reached this milestone, 179 applications have been
reserved and, assuming they meet their installation deadline as listed in their
respective reservation confirmation letters, approximately 179 projects should be
installed by the deadline. Currently, two projects have been successfully
interconnected to the electrical grid in SCE's service territory.
3.2. Program Waitlist
As of October 26, 2009, PG&E had received more applications than sufficient to exhaust its
Track 1 allotted budget of $32.9M in its service territory and created a waitlist for all new
applications. Each day that PG&E receives project applications, a lottery is conducted to
determine an individual application's position on the waitlist. PG&E funds waitlisted projects as
funding becomes available through attrition or system size reduction for reserved projects.
As of December 31, 2009, PG&E has a waitlist of 63 projects totaling $15.2 million. On
December 28, 2009 CCSE began a waitlist following the same procedures as PG&E. As of
December 31, 2009 CCSE has a waitlist of 1 project totaling $137,050.
As of January 1, 2010, PG&E is not accepting new applications for its MASH Track 1 Waitlist. If
sufficient projects drop out or if more funding is added to the PG&E budget, PG&E will again
begin to accept new applications for MASH Track 1 incentives.
3.3. How the Data Questions Called for in D.08-10-036 were Addressed
Data points noted in D.08-10-03610 were discussed in detail with the Energy Division to ensure
clarity and consistency in reporting for all Program Administrators. New or revised data points
are indicated in Section 4.1 and have been added at the discretion of the Energy Division.
10 D-08-10-036, Appendix A, p. 6
MASH Semi-Annual Report, January 20, 2010
10
23
4. Program Progress
The MASH program began accepting applications for Track 1 incentives in February 2009 and
Track 2 applications in July 2009. Program progress as illustrated from various data points is
shown in Table 4.1.
Table 4.1: MASH Applications by Month (2009)
Month
Feb
Mar
Apr
May
Jun
Jul'
Aug
Sep
OCl14
Nov
Dec
Total
PG&E
13
2
0
1
29,
5
22
52
80
21
15'
240
SCE
3
3
1
0
0
0
0
11
12
32
59
121
CCSE
0
0
0
1
0
0
0
3
11
8
0
23
Total
16
5
1
2
29
5
22
66
103
61
74
384
Table 4.2: Summary Data: MASH Applications by Status
Summary Data (Track 1)
CCSE
PG&E
SCE
Total
# Projects reserved
5
162
12
179
# Projects Under Review .
16
3
107
125
Total Reserved Capacity
0.392 MW
8.832 MW
1.025 MW
10.297 MW
Total Under Review Capacity""
1:672 MW
0.401 MW
8.247 MW
10.273 MW
Total Reserved Incentives
$ 1,261,278
$ 31,005,861
$ 3,794,340
$ 36,217,889
Total Under Review Incentives
$ 6,498,660
$ 1,324,083
$ 28,632,454
$36, 298,787
# Projects Paid
0
0
2
2
Total Incentives Paid
$ 0
$ 0
$ 208,339.
$ 208,339
# Projects Waitlisted
1
63
0
64
Total Waitlisted Capacity
0.042 MW
4.189 MW
0
4.231 MW
Total Waitlisted Incentives
$ 137,050
$ 14,206,027
$ 0
$ 14,343,077
Average Project Costs ($[Watt)
$ 8.67NVatt
$ 8.75NVatt
$ 8.04NVatt'
N/A
Total Master-Metered (Reserved)
0
8-°
4 ' .
12
Total Individually Metered (Reserved)
5
154
8
167
" Includes 1 PG&E Track 2 application
it Includes 1 PG&E Track 2 application
" Includes 22 PG&E Track 2 applications, 5 SCE Track 2 Applications & 2 CCSE includes Track 2 Applications
1d Includes 28 PG&E waitlisted projects
15 All PG&E projects are waitlisted
's All PG&E projects are waitlisted
"All capacity measured in CEC-AC
"Approximately $700k in Track 1 will go to Waitlisted projects in 2010
1e Only includes reserved and paid projects
MASH Semi-Annual Report, January 20, 2010
11
24
Table 4.2 provides a detailed breakdown of the "Reserved," "Paid," and "Under Review"
capacity (in CEC-AC MW) for all MASH applications received between program inception on
February 17, 2009 and December 31, 2009.
Table 4.2: Detailed Data: MASH Applications by Status
Detailed Breakdown
Track 1A
CCSE
PG&E
SCE
Total
Track 1a: Total Reserved Capacity
0.263 MW
5.474 MW
0.348 MW
6.085 MW
Track 1a: Total Reserved Incentives
$ 720,413
$ 16,289,576
$ 1,130,049
$ 20,140,038
Track la: # Projects Paid
0
0
1
1
Track la: Total Incentives Paid
$ 0
$ 0
$ 124,317
$ 124,317
Track 1B
Track 1b: Total Reserved Capacity
0.129 MW
3.358 MW
0.677 MW
4.212 MW
Track 1 b: Total Reserved Incentives($)
$ 540,865
$ 12,716,285
$ 2,664,291
$ 16,077,8511
Track 1b: # Projects Paid .
0
.
1
1,
Track 1b: Total Incentives Paid
$ 0
$,0
$ 84,022
$ 84,022
Track 2
Track 2: # Projects Awarded
1
1
0
2
Track 2: Total Awarded Capacity
.063 MW
.177 MW
0 MW
0.240 MW
Track 2: Total Awarded Incentives($)
$ 412,000
$ 871,799
0
$ 1,283,799
Track 2: # Projects Paid
0
0
0
0
Track 2: Total Incentives Paid
0
0
0
0
Waitlist
Track la: Total Waitlisted Capacity
0.042 MW -
2.712 MW
0 MW
.2.7 54 MW
Track la: Total Waitlisted Incentives
$ 137,050
$ 9,081,653
$ 0
$ 9,218,703
Track 1b: Total Waitlisted Capacity
O MW
1.468 MW
0 MW
1.468 MW
Track 1 b: Total Waitlisted Incentives
$ 0
$ 5,124,374
$ 0
$ 5,124,374
MASH Semi-Annual Report, January 20, 2010
12
25
Table 4.3: MASH Applications by County
CCSE
PG&E
SCE
County
# of Apps
County
# of Apps
County
# of Apps
San Diego
21
San Francisco
53
Los Angeles
48
Alameda
50
Riverside
17
Contra Costa
23
San
Bernardino
15
Santa Clara
22
Santa
Barbara'
14
Marin
21
Orange
10
Monterey
.10
Tulare
8
Fresno
6
Ventura
7
Santa Barbara.
5
Sacramento
5
Sutter
4
Other/Unspecified
29
Table 4.4: MASH Applications by County (Capacity)
CCSE
PG&E
SCE
County
Capacity (MW)
County
Capacity (MW)
County
Capacity (MW)
San Diego
2.064
San Francisco
3.312
Los Angeles
3.705
Alameda
2.129
Riverside
1.797
Contra Costa
1.514
San Bernardino
1.190
Santa Clara
1.314
Ventura,,
0.824
Santa Barbara
0.645
Orange
0.818
Monterey
0:621
Santa Barbara,
0.732
Marin
0.621
Tulare
0.206
Sacramento
0.594
Fresno
0.534
San Mateo
0.330
Other/Unspecified
1.745
Includes all counties not in the top 10
MASH Semi-Annual Report, January 20, 2010
13
26
Table 4.5: MASH Applications by County
CCSE
PG&E
. SCE
County
Incentive
County
Incentive
County
Incentive($)
San Diego,
$ 7,759,938
San Francisco
$ 12,137,593
Los Angeles
$ 12,851,230
Alameda
$ 7,165,294
Riverside
$ 6,225,220
Contra Costa
$ 5,097,387
San Bernardino
$4,047,702
Santa Clara
$ 4,704,296
Ventura
$ 3,044,899
Santa Barbara
$2,506,211
Santa Barbara
$ 2,831,953
Monterey
$ 2,234,689
Orange
$ 2,758,816
Fresno
$1,885,703
Tulare
$ 666,974
Marin
$ 1,633,837
Sacramento
$ 1,498,274
San Mateo
$ 1,056,680
Other/Unspecified
$ 5,801,524
Table 4.6: MASH Applications by City
CCSE
PG&E
SCE
City
# of Apps
city
# of Apps
city
# of Apps
Escondido
12
San Francisco
51
Goleta
10
San Diego
7
San Jose
21
Lancaster
9
Oceanside
1.
Oakland
10
San Bernardino
7
Vista
1
Richmond
10
Santa Barbara
4
Novato
9
Palm Springs
4
San Rafael
6
Compton
4
Hayward
5
Inglewood
3
Morgan Hill
5
Palmdale
3
West
Sacramento
5
Signal Hill
3
Berkeley
4
Victorville
3'
-
Davis
4
'West Covina -
- 3
Fremont
4
Santa Monica
2
Yuba City
4
Irvine
2
Chico
3
Camarillo
2
Fresno
3
Cathedral City
2
Gilroy
3
Desert Hot
Srins
2
Salinas
3
Duarte
2
Walnut Creek
3
Indian Wells
2
Bakersfield
2
Los Angeles
2
Brentwood
2
Norco
2
Emeryville
2
Oxnard '
2
MASH Semi-Annual Report, January 20, 2010
14
27
I.. Table 4.6: MASH Applications by City (Cont'd)
CCSE
PG&E
SCE
Freedom
2
Pomona
2
Guadalupe
2
Porterville
2
Livermore
2
Rosamond
2
Marina
2
Rosemead
2
Monterey
2
Santa Ana
2
Oakdale
2
Simi Valley
2
Oakley
2
Tulare
2
PI-easant Hill
2
Woodlake
2
Point Reyes
Station
2
Long Beach
1
San Leandro'
2 '
Huntington
Beach
1
Santa Maria
2
Corona
1
Union City
2
Temecula
1
Angles Camp
1
Apple Valley
1
Antioch
1
Baldwin Park
1
Arvin
1
Beaumont
1
Belvedere
.1
Bell Gardens
1
Carmel
1
Blythe
1
Claytori
1
Carson
1.
Clovis
1
Downey
b
t
Colusa
1
El Monte
1
Corte Madera
1
Fullerton
1
Dixon
1
La Mirada
1
Dublin
1
La Palma
1
East Palo Alto
1
La Verne
1
Fowler
1
Lakewood
1
Greenfield
Lindsey
1
Hercules
1
Midway City
Hollister
11 ` .
Moreno Valley
1
Kingsburg
1
Morongo Valley
1
Larkspur
1
Ojai
1
Los Banos
1
Pico Rivera
1
'
Los Gatos
1
Rialto
1
Madera
1
Ridgecrest
1
Manteca
1
Torrance
1
Martinez
1
Upland
1
Oliverherst
1
Ventura
1
Pajaro
1
Westminster .
1
Parlier
11 '
Whittier
1
Pinole
1
Pleasanton
1
MASH Semi-Annual Report, January 20, 2010
is
28
Table 4.6: MASH Applications by City (Cont'd)
CCSE
PG&E
SCE
Red Bluff
1
Rhonert Park
1
Rocklin
1
Rodeo
1
San Jose
1
San Bruno
1
San Pablo
1
Santa Barbara
1
Santa Rosa
1
Seaside
1
Selma
1
Shafter
1
Sonora
1
'St Helena
1
Stockton
1
Tiburon
1
Tracy
1
Table 4.7: MASH Applications by City (Capacity)
CCSE
PG&E
SCE
City
Capacity(MW)
City
Capacity(MW)
City
Capacity(MW)
San Diego
1.464
San Francisco
2.864
Lancaster
0.887
Escondido
0.406
San Jose
1.318
Goleta
0.654
Vista
0.164
Richmond
0.639
San Bernardino
0.628
Oceanside
0.030`
Santa Maria
0.594
Rosamond`.
0.569
West
Sacramento
0.511
Corona
0.494
Oakland
0.448.
Oxnard
0.419
Davis
0.351
Cathedral City
0.399
Kingsburg
0.341 -
Palmdale
0.350
Carmel
0.335
Camarillo
0.255
Hayward
0.330
Palm Springs'
0.253
San Bruno
0.287
Long Beach
0.234
Clayton
0.286
Pomona
0.225
Gilroy
0.282
Indian Wells
0 219
Manna
0.206
Irvine
0.184 '
Novato
0.196
Duarte
0.179
Salinas _
0.191
West Covina
0.173
Fremont
0.180
La Palma
0.136
Morgan Hill
0158
Victorville
0 129
Pleasant Hill
0.156
Compton
0.127
Yuba City '
0.154
Santa Ana
0.115
MASH Semi-Annual Report, January 20, 2010
16
29
Table 4.7: MASH Applications by City (Capacity) (Cont'd)
CCSE
PG&E
SCE
San Rafael
0.145
Inglewood
0.115
Oliverherst
0.142
Morongo Valley
0.113
San Jose'
0.137
Westminster
0.112
Bakersfield
0`.135
Blythe
9.105"
Pleasanton
0.135
Los Angeles.
0.103
Brentwood
0.125
Norco
0.099
Guadalupe
0.124
Fullerton
0.092
Manteca
0.123
La Veime
0.091
Greenfield
0.107
Simi Valley
0.091
Rhonert Park
0.106
Desert Hot
Springs
0.088
Arvin
0.105
Huntington
Beach
0.087
Hercules
0.102
Signal Hill
0.086
San Leandro
0.097
Santa Monica
0.086
Emeryville
0.096
Upland
0.085
Walnut Creek
0.095
Santa Barbara
0.078
Fresno
0.091
Whittier
0.076
Clovis
0.087
Rialto
0.074
Corte Madera
0.083
La Mirada
0.074
Berkeley
0.082
Ventura
0.072
Union city
'0.082
Apple Valley {
0.068
Tracy
0.079
Beaumont
0.066
%
Seaside
0.070
Rosemead,'
0.063
Antioch
0.063
Temecula
0.062 _
Freedom •
0.061
Bell Gardens
0.058
Los Banos
0.060
Tulare
0.056
Livermore
0.058
Porterville
0.056
Stockton
0.058
Baldwin Park
0.055
-
Chico
0.056
Carson -
0.055
Dublin
0.053
Pico Rivera
0.053
Oakley
0.050
El Monte
0.050
Angles Camp
0.045
Woodlake
0.043
Pinole
0.043
Torrance
0.039
Colusa
0.040
Ojai
0.036
Oakdale -
0.039
Midway City :
0.032
Sonora
0.037
Downey
0.030
Martinez
0.036
Lakewood
0.027
Madera
0.036
Ridgecrest
0.025
Pajaro
0.035
Lindsey
0.025
Santa Barbara
0.035
Moreno Valley
0.012
St Helena -
0.034
MASH Semi-Annual Report, January 20, 2010
17
30
Table 4.7: MASH Applications by City (Capacity) (Cont'd)
CCSE
PG&E
SCE
Fowler
0.032
Monterey,
0.030
Parlier
0.030
Hollister
0.029
San Pablo
0.028
Rodeo
0.027
Point Reyes
Station
0.024
East Palo Alto
O.M
Dixon
0.021
Red Bluff
0.020
Shafter
0.015
Selma
0.015
Belvedere
0.015
Rocklin
0.013
Los Gatos
0.005
Larkspur
0.005
Santa Rosa
0.005
Tiburon
0:004
Table 4.8: MASH Applications by City
CCSE
PG&E
SCE
City
Incentive(s).'
City
Incentive(s)
City
Incentive($)
San Diego
$ 5,427,159
San Francisco
$ 10,596,383
Lancaster
$ 3,268,995
'Escondido
$ 1,566 685'
SarnJose
$4,221,499
Goleta
$ 2,548,470
Vista
$ 649,425
Richmond
$ 2,120,172
Rosamond
$ 2,224,244
Oceanside
$ 116,669
Santa Maria
$ 1,984,246
San Bemardiw r
. • $2,112,210
West
Sacramento
$ 1,498,274
Corona
$ 1,583,931
Oakland
$ 1,458;659
Oxnard
$ 1,507,878
Davis
$ 1,274,830
Cathedral City
$ 1,498,185
Kingsburg
$ 1,245,363
Palmdale
$ 1,191,664
Carmel
$ 1,167,798
Camarillo
$ 964,876
Heyward
1;084,707
Indian Wells
$ 877,156
San Bruno
$ 1,056,680
Palm Springs
$ 865,841
Clayton
$ 1,043,758
Long Beach
$765,215
Gilroy
$ 812,109
Pomona
$ 713,068
Marina
$ 720,288
Irvine
$ 617,868
Novato
$ 713,366
Duarte
$ 586,693
Salinas
$ 700,157
West Covina -
$558,733,
Fremont
$ 639,862
La Palma, •
$ 440,355
MASH Semi-Annual Report, January 20, 2010
18
31
Table 4.8: MASH Applications by City
CCSE
PG&E
SCE
Morgan Hill
$ 615,397
Morongo Valley
$ 426,590
Pleasant Hill
$ 560,716
Victorville
$ 421,891
Yuba City
$ 513;024
Santa Ana
$ 418,921
San Rafael
$ 504,411
Compton
$396,960
Oliverherst
$494,094
Inglewood
$'374,173
Sa n Jose
$ 491,004
Westminster
$ 351,201
Bakersfield
$ 489,581
Blythe
$ 345,794
Pleasanton
$ 468,956
Los Angeles
$ 336,560
Brentwood
$ 460,304
Huntington
Beach
$ 327,944
Guadalupe
$ 412,320
Simi Valley
$ 321,088
Manteca
$ 410,531
Norco
$ 308,194
Greenfield
$ 389,043
Fullerton
$ 304,844
Rhonert Park
$ 382,566
La Verne
$300,340,
Arvin
$ 354,008
Desert Hot
_Springs
$ 291,350
Hercules
$ 340,863
Santa Barbara
$ 283,483
San Leandro
$ 337,363
Santa Monica
$ 277,088
Emeryville
$300,554
Upland
$ 274,528
Walnut Creek
$ 279,309
Ventura
$ 270,243
Fresno
$ 264,506
Apple Valley
$ 269,669
Clovis
$ 261,980
Signal Hill
$ 267,389
Corte Madera
$ 261,944
Whittier
$ 248,949
Berkeley
$ 260,030
La Mirada
$ 243,612
Union City
$ 225,367
Rialto
$ 242,474
Tracy
$ 216,845
Beaumont
$ 212,576
Seaside'.
$ 213,876
Rosemead
$207,543
Antioch
$ 207,630
Temecula
$204,085 .
Freedom
$ 202;673
Bell Gardens
$ 192,647
Los Banos
$ 200,505
Porterville
$ 181,091
Livermore
$ 196,144
Baldwin Park
$ 180,454
Stockton
$ 196,129
Tulare
$ 179,164
Chico
$ 191,977
Carson
$ 177,900
Dublin
$ 187,407
Pico Rivera
$ 171,234
Oakley
$ 156,737
El Monte
$ 162,921
Angles Camp
$ 151,808
Woodlake
$ 143,438
Pinole
$ 141,075
Ojai
$ 139;805
Colusa
$ 135,891
Torrance
$ 126,291
Oakdale
$ 130,907
Lakewood.
$ 115,170
Sonora
$ 127,241
Midway City
$105,036
Martinez
$ 120,526
Downey
$ 97,383
Madera
$ 118,480
Ridgecrest
$ 84,058
MASH Semi-Annual Report, January 20, 2010
19
32
Table 4.8: MASH Applications by City (Cont'd)
CCSE
PG&E
SCE
Pajaro.
$ 112,174
. Lindsey
$ 79,223
Santa Barbara
$ 109,645
Moreno Valley
$ 38,108
St Helena
$ 108;649
Fowler
$ 101,812
Monterey
$ 99,151
Parlier
$ 96,535
Hollister
$ 93,545
San Pablo
$93,374
Rodeo
$ 77,421
Point Reyes
Station
$ 75,237
East Palo Alto
$ 66,228
Dixon
$ 62,317
Red Bluff
$ 56,417
Shatter
$ 50,879
Selma
$ 50,233
Belvedere
$47,338
Rocklin
$ 41,300
Los Gatos
$ 19,484
Larkspur
$ 17,681,
Santa Rasa
$ 16,335
Tiburon
$ 13,860
Table 4.9: MASH Program Expenditures by Program Administrator
MASH Program Expenditure Data Oct 16, 200821 to December 31, 2009
CCSE
PG&E
SCE
Total
Expenditure Type
Expenditure $
Expenditure $
Expenditure $
Expenditure$
Administrative
$ 109,100
$ 209,940
$ 259,093
$578,133
Marketing
$ 17,546
$ 19,638
$ 17,039
$54,223
Measurement &
Valuation
$ 0
$ 0
$ 0
$ 0
incentive
$ 0
$ 0
$ 208,339
$ 208,339
21 Date of Decision 08-10-036
MASH Semi-Annual Report, January 20, 2010
20
33
5. Conclusions and Program Recommendations
• The PAs have satisfied all of the program implementation guidelines and milestones set
forth in D.08-10-036.
• Participation by the affordable housing community was initially slow, but the volume of
applications rapidly increased, which resulted in almost complete subscription of Track
funds.
• As expected, applications were concentrated in larger cities. Nevertheless, the PAs received
applications from locations throughout their respective territories.
• Track 2 did not satisfy program goals in the first funding cycle because submitted
applications generally did not provide the tenant benefits required to receive incentives
above the Track 1 level.
• Given the speed of MASH Track 1 subscriptions, the PAs would support a review of the
Track 1 incentive amount in order to ensure that the optimal number of eligible low-income
customers may participate in the MASH program.
MASH Semi-Annual Report, January 20, 2010
21
34
MASH Program Reservation Letters
and
Extension Email
35
< Janet. Okawaasce.com > 4/14/2010 11:55 AM
Hi Allan,
Sorry I sent off the list before I was finished. Your request for an
extension of 4 weeks has been granted and the new extension dates are
shown below.
The date you had for MASH09-00095 should have been May 3, 2010.
Project
Date
Reservation No
Extension
Canyon Terrace Apartments
Ponderosa Village
Mountain Shadows Apartments
Eucalyptus Park Apartments
Barnard Park Villas
Candlew00d Park Apartments
Angeles Senior Housing
Garvey Senior Housing
SCE MASH09-00095
SCE MASH09-00096
SCE MASH09-00097
SCE MASH09-00098
SCE MASH09-00101
SCE MASH09-00102
SCE MASH09-00103
SCE MASH09-00104
If you have any questions, give me a call.
June 3, 2010
June 28, 2010
May 27, 2010
May 27, 2010
May 27, 2010
May 27, 2010
June 24, 2010
June 24, 2010
Thanks
Janet Okawa
Southern California Edison
California Solar Initiative and Self-Generation Incentive Programs
Multifamily Affordable Solar Housing
(626) 302-3920
36
C 1'§6N,
A, VAS0,4 JNTCXA'AMNX ` Ccc ,
March 25, 2010
Attn: Peter Weich
Absolutely Solar Electric
2146. Lemoyne Street
Los Angeles, CA 90026
RE: Multifamily Affordable Solar Housing, Reservation Request No. SCE MASH09-
00103 - "Levine Management (Angelus Senior Housing)" 2417 Angelus Avenue -
Reservation Request (RR) Confirmed Reservation Notice (Please reference this number
with all correspondence)
Dear Mr. Weich:
We are pleased to inform you that your Multifamily Affordable Solar Housing (MASH)
Track I application has been conditionally approved.
The following summarizes what you will be installing for the MASH Program:
Applicant Process: 3-Step
Installation Type: PV
System Size: 23.939 CEC-AC
Design Factor: 0.99857
Project Cost: $150,121.00
Payment Type: EPBB
Incentive Rate: S330lwatt
Incentive Allocation: 100.0% Common Load
Reserved Incentive: $78,887
PPIl4 Due Date: May 24, 2010
The amount of your incentive may vary if the "as-built system" does not match the
information you have submitted.
Please remember that the Proof of Project Milestone (PPM) submittal must be received
on or before the PPM due date or the reservation will be canceled.
Also, please keep in mind that the customer is responsible for costs associated with the
metering requirements described in the CSI Handbook.
37
In accordance xvith Assembly Bill 1714, signed by the Governor on June 7, 2007,
California Solar Initiative (including MASH) participants are not required to be on a
Time-of-Use (TOU) rate at this time. If you are not otherwise required to take service on
a TOU rate, you may choose either to be placed on a TOU rate of remain on your present
rate.
If you have any questions; please call us at (866) 584-7436, or send an email
to CSIGroup c sce.eom. Additionally, the most current CSI Program Handbook and
forms are av rl ble on SCE's Web site at ivw .sce.comhaaslr
Aileen Laabao
Program Manager
w1ultifamily Affordable Solar Housing Program
Cc: Jeff-Levinc
Levine Management (Angelus Senior Housing)
822 S. Robertson Boulevard. Suite 200
Los Angeles, CA 90035
38
SourHRN C.USae.u
i EDISON'
M VUS014INTERSAr lo,@9J Gzro.n>
March 24. 2010
Attn: Peter Weich
Absolutely Solar Electric
2146 Lemoyne Street
Los Angeles, CA 90026
RE: Multifamily Affordable Solar Housing, Reservation Request No. SCE MASH09-
00104 - "Levine Management Group, Inc. (Garvey Senior Housing)" 9100 Garvey
Avenue - Reservation Request(RR) Confirmed Reservation Notice (Please reference this
number with all correspondence)
Dear Mr. Weich:
We are pleased to inform you that your Multifamily Affordable Solar Housing (MASH)
Track 1 application has been conditionally approved.
The following summarizes what you Will be installing for the MASH Program:
Applicant Process:
Installation Type:
System Size:
Design Factor:
Project Cost:
Payment Type:
Incentive Rate:
Incentive Allocation:
3-Step
PV
39.245 CEC-AC
0.99359
$246,100.00
EPBB
53.30/watt
100.0% Common Load
Reserved Incentive: $128,677
PPM Due Date: May 24, 2010
The amount of your incentive may vary if the "as-built system" does not match the
information you have submitted.
Please remember that the Proof of Project Milestone (PPM) submittal must be received
on or before the PPM due date or the reservation will be canceled.
Also, please keep in mind that the customer is responsible for costs associated with the
metering requirements described in the CSI Handbook.
39
In accordance with Assembly Bill 1714, signed by the. Governor oil Julie 2()L)7.
California Solar Initiative (including MASH) participants are not required to be on a
Time-of-Use (TOU) rate at this lime. If you are not otherwise required to take service on
a TOU rate; you may choose either to be placed on a TOU rate or remain on your present
rate.
If you have any questions, please call us at (866) 584-74361 or send an email
to CSIGroup sce.coni. Additionally, the most current CSI Program Handbook and
forms ace available on SCE's Web site at s VlV.see.comhilash.
Y11
Program Manager
Multifamily Affordable Solar Housing Program
Cc: Jeff Lc%dne
Levine Management (Garvey Senior Housing)
822 S. Robertson Boulevard, Suite 200
Los Angeles, CA 90035
40
PURCHASE (D?7ff(DN
41
Absolutely Solar Information
42
ABSOLUTELY SOLAR - Photovoltaic Power Systems in Los Angeles
j .,nlutely5alar
43
http://www.absolutelysolar.com/gallery/index.html
Page 1 of I
5/14/2010
Next Previous
DP~ign and development by OSKOUI+OSKOUI. INC.
C ' J8 Absolutely Solar. All Rights Reserved.
ABSOLUTELYSOLAR - Photovoltaic Power Systems in Los Angeles
Designers and Installers of
Photovoltaic Systems in the greater Los Angeles Area
Page 1 of 1
Some Californians are turning to solar power to protect themselves from the types of blackouts that resulted from
California's recent energy disaster. Others, frustrated by the prospect of forever being at the mercy of local and state
utility providers are anxious to enjoy energy autonomy and are realizing how quickly an investment in a solar system
will pay off as energy rates rise at a meteoric pace.
Of all the energy sources available, solar has perhaps the most promise. Technically, the sun is capable of producing
the raw power required to satisfy the energy needs of every human being on earth. Environmentally, it is the least
destructive of all possible sources of energy. Practically, it can be adjusted to power nearly everything. For these
reasons, solar power is clearly the energy resource of the future.
44
http://www.absolutelysolar.com/ 5/14/2010
In today's climate of growing energy needs and increasing environmental concerns, millions of homeowners and
businesses are seeking alternatives to the use of non-renewable and polluting fossil fuels. One such alternative is
Solar Energy - Solar Power.
ABSOLUTELYSOLAR - Photovoltaic Power Systems in Los Angeles
Providing Los Angeles with premiere photovoltaic services since 2001.
Page 1 of 1
Phone Consultation
°asi us at 323.655:3192-and-ve-viil-set-ap-a free-in c ~ a o o au~~ ===i ne the best-and-u3ost effri.ent-
ir system for your energy needs.
Site Evaluation and Estimate
After the initial phone consultation, our owner, Peter Weich, will visit your site to assess the exact requirements of
your project and to determine the cost and benefits of your system. A detailed estimate will then be prepared for you.
Building and Electrical Permits
After the proposal is accepted, AbsolutelySolar will obtain the necessary building permits and assist you in filing for
rebates and incentives from your utility company.
Installation
The supplier will deliver the system directly to your site. Our qualified electricians, with the supervision of our
engineer will then expertly install your system and test it thoroughly.
Inspection by Local Building and Safety Office
. en completed, the installation will be inspected and approved by your local Building and Safety Department.
Walkthrough and Training
Our engineer, Ulrich Buelhoff, will walk you through all the aspects of the system from start-up to monitoring and
emergency shut-downs.
Warranty
All solar panels have a 20 to 25 year manufacturer warranty. Inverters have a standard manufacturer's warranty of 10
years. The warranty on our labor is 5 years.
45
http://www.absolutelysolar.com/services.html 5/14/2010
ABSOLUTELYSOLAR - Photovoltaic Power Systems in Los Angeles Page 1 of 1
About Us Services About Photovoltaic Power Incentives Gallery Testimonials Request Quote Contact
Solar Power in more Detail
Sun
Solar energy is quite simply the energy produced directly by the sun and collected on Earth. The sun creates its
energy through a thermonuclear process that converts hydrogen to helium. That process creates heat and
electromagnetic radiation. The electromagnetic radiation (including visible light, infra-red light, and ultra-violet
radiation) streams out into space in all directions. A small fraction of that radiation reaches the Earth. With the help
of solar panels, that radiation can be harnessed and later converted into electricity.
Solar Panels
Photovoltaic (or PV) systems convert light energy into electricity. The term "photo" is a stem from the Greek "phos"
which means "light." "Volt" is named for Alessandro Volta, a scientist who studied electricity in the 18th and 19th
centuries. Photovoltaic systems are most commonly known as "solar systems." The primary component of a solar
system is an array of panels that directly converts sunlight into electrical energy. Solar panels contain crystal cells
made of semiconductor material, usually silicon. These cells transform light from the sun into an electrical current.
46
http://www.absolutelysolar.com/about_photovoltaic.html 5/14/2010
Absolutely Solar Proposals
47
Cost Anolysis Draft
Angelus Senior Housing
Size
Production
CSI System Size
Electricity Cost*
Electricity Production per year
23.939 CEC-AC (kW)
42,111 kWh/year
23.905
$0.121 per kWh
$5,116.35
Installation cost
$150,121
MASH Rebate
$78,_887
System Owner out of pocket expenses
_ $71,235
Federal Tax grant
- -
$21,37_0
-
Net Cost - -
$49,864
Depreciation savings**
$24,828
- -
Cost after 6.years
_ $25,036
Payback time
Total cost (after 6 yrs) $25,036
Electricity Production Der year $5,116.35
Energy production after 30 yrs*** $243,412.52
* Electricity cost calculation
Total monthly bill $1,508.990
Total electricity used 12,420
Electricity cost $0.121
Depreciation calculation
Project Cost (after Mash Rebate) $71,235
1/2 of Federal tax grant $10,685.18
Depreciation Basis= Pr Cost-1/2 tax gr. $60,549.33
Depreciation Basis
$60,549.3
1st yr
20.00%
$12,109.9
41.00%
$4,965.04
2nd yr
32.00%
$19,375.8
41.00%
$7,944.07
3rd yr
19.20%
$11,625.5
41.00%
$4,766.44
4th yr
11.53%
$6,981.3
41.00%
$2,862.35
5th yr
11.52%
$6,975.3
41.00%
$2,859.87
6th yr
5.76%
$3,487.6
41.00%
$1,429.93
Total Depreciation after 6 yrs.
$24,827.71
48 Angelus Senior Housing
Cost Analysis Draft
***Ener¢v Production after 30 years
Energy Price increase 3% p/year
Yr 1
$5,116.35
Yr 2
$5,269.84
Yr 3
$5,427.94
Yr4
$5,590.77
Yr 5
$5,758.50
Yr 6
$5,931.25
Yr 7
$6,109.19
Yr8
$6,292.47
Yr 9
$6,481.24
Yr 10
$6,675.68
Yr 11
$6,875.95
Yr 12
$7,082.23
Yr 13
$7,294.69
Yr 14
$7,513.53
Yr 15
$7,738.94
Yr 16
$7,971.11
Yr 17
$8,210.24
Yr 18
$8,456.55
Yr 19
$8,710.24
Yr 20
$8,971.55
Yr 21
$9,240.70
Yr 22
$9,517.92
Yr 23
$9,803.46
Yr 24
$10,097.56
Yr 25
$10,400.49
Yr26
$10,712.50
Yr 27
$11,033.88
Yr 28
$11,364.89
Yr 29
$11,705.84
Yr 30
$12,057.02
Total Production after 30 yrs.
$243,412.52
49 Angelus Senior Housing
0
H
Q
M~
W
O
U
0
0
°o
O
O
In
} N
Y N
Y N
Y N
L N
} N
Y N
m
Y N
~ N
} N
~ ey
Y N
~ O
} N
Y ~
Y N
T ti
N
Y .i
Y r
} ti
} ~y
i o
m
Y
o]
Y
Y
Y
Y
C
Y
m
i
N
Y
,y
Y
C
O
N
O
m
O
U
U
N
N
J
7
u
Q
C
O
V
O
d
T
`w
c
w
n
O
L
0
N
N
Ot
C
Q
50
0 0 0 0 0 0
0 0 0 0 0 0
0
0 0
O O ON ~ N
N N ti
N ~ N h
Cost Analysis Draft
Cost/Benefit Analysis
Solar System
Production
Solar Energy
Production
mulated
Accu
Cost
amortization
Yr 1
$5,116.35
$5,116.35
$44,899.11
Yr2
$5,269.84
$10,386.19
$37,755.03
Yr3
$5,427.94
$15,814.13
$33,788.59
Yr4
$5,590.77
$21,404.90
$31,726.24
Yr 5
$5,758.50
$27,163.40
$29,666.38
Yr 6
$5,931.25
$33,094.65
$29,036.44
Yr7
$6,109.19
$39,203.85
$800.00
Yr 8
$6,292.47
$45,496.31
$800.00
Yr 9
$6,481.24
$51,977.55
$800.00
Yr10
$6,675.68
$58,653.23
$800.00
Yr 11
$6,875.95
$65,529.18
$800.00
Yr 12
$7,082.23
$72,611.40
$800.00
Yr13
$7,294.69
$79,906.10
$800.00
Yr14
$7,513.53
$87,419.63
$800.00
Yr 15
$7,738.94
$95,158.57
$800.00
Yr 16
$7,971.11
$103,129.68
$800.00
Yr 17
$8,210.24
$111,339.92
$800.00
Yr 18
$8,456.55
$119,796.47
$800.00
Yr 19
$8,710.24
$128,506.71
$800.00
Yr 20
$8,971.55
$137,478.26
$800.00
Yr 21
$9,240.70
$146,718.96
$800.00
Yr 22
$9,517.92
$156,236.88
$800.00
Yr 23
$9,803.46
$166,040.34
$800.00
Yr24
$10,097.56
$176,137.90
$800.00
Yr 2S
$10,400.49
$186,538.39
$800.00
Yr 26
$10,712.50
$197,250.89
$800.00
Yr 27
$11,033.88
$208,284.77
$800.00
Yr 28
$11,364.89
$219,649.66
$800.00
Yr 29
$11,705.84
$231,355.50
$800.00
Yr 30
$12,057.02
$243,412.52
$800.00
51 Angelus Senior Housing
I
~
I
I I O I
Ln
-
N
Y
~
7
N
}
M
N
Y
r
N
Y
Y
N
}
a
r
N
Y
N
Y
N
O
}
N
N
}
~
O
u
N
Y
L
m
CL
r
Q1
n
L
.y
0
}
}
N
L
}
O
}I
~
ti
Y-
Y
p
N
v
Y
'i
m
~
Lb
}
O
(a
T
01
L
Y
~
-oo
~n
-y
.y
_Q
m
r
N
}
•-I
y
V1 O vl O V1 O vl O N O
rl 'Y rl c-I N lV IYl
N
C
0
C
h
N
N
C
Q
52
Cost Analysis Draft
Internal Rate of Return before Depreciation
Investment
-$49,864
IRR
Yrl
$5,116.35
Yr2
$5,269.84
Yr3
$5,427.94
Yr4
$5,590.77
-26.66%
Yr5
$5,758.50
-17.08%
Yr6
$5,931.25
-10.37%
YO
$6,109.19
-5.53%
Yr8
$6,292.47
-1.93%
Yr9
$6,481.24
0.81%
Yr10
$6,675.68
2.93%
Yr11
$6,875.95
4.60%
Yr12
$7,082.23
5.94%
Yr13
$7,294.69
7.03%
Yr14
$7,513.53
7.92%
Yr15
$7,738.94
8.66%
Yr16
$7,971.11
9.28%
Yr17
$8,210.24
9.80%
Yr18
$8,456.55
10.24%
Yr19
$8,710.24
10.61%
Yr20
$8,971.55
10.93%
Yr21
$9,240.70
11.21%
Yr22
$9,517.92
11.45%
Yr23
$9,803.46
11.66%
Yr24
$10,097.56
11.84%
Yr25
$10,400.49
12.00%
Yr26
$10,712.50
12.13%
Yr27
$11,033.88
12.26%
Y28
$11,364.89
12.36%
Yr29
$11,705.84
12.46%
Yr30
$12,057.02
12.54%
53 Angelus Senior Housing
L
0
In
7
N
I
N
I
1
1
I
I
m
I
I
I
I
I
I
I
~
~
I
I
I
I
I
I
I
~
I
I
I
I
~
I
I
I
~
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
ry
I
I
I
I
I
I
I
N
c
I
I
I
I
I
I
I
1C
I
I
(
I
o
.
N
~
I
I
I
I
I
I
I
y
I
I
I
I
I
I
I
I
t
I
I
I
I
I
I
3
I
I
I
I
I
I
~
~
i
I
I
I
I
I
I
.
I
II
I
I
I
~
~
I
~
I
I
I
I I
I
~
I
I
I
I I
I
I
I
I
II
I
°C
I I
I
o
I
I
I
L
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
~
~
I
N
~
i
i
t
l
l
I
I
I
0 0 0 0 0 0 0 0 0
m rv rv m a h
a
c
O
0
v
v
C
Q
54
Cost Analysis Draft
Internal Rate of Return with Depreciation
Investment
-$25,036
IRR
Yr1
$5,116.35
Yr2
$5,269.84
-42.78%
Yr3
$5,427.94
-19.71%
Yr4
$5,590.77
-5.90%
Yr5
$5,758.50
2.73%
Yr6
$5,931.25
8.38%
Yr7
$6,109.19
12.23%
Yr8
$6,292.47
14.93%
Yr9
$6,481.24
16.89%
Yr10
$6,675.68
18.34%
Yrll
$6,875.95
19.42%
Yr12
$7,082.23
20.25%
Yr13
$7,294.69
20.89%
Yr14
$7,513.53
21.39%
Yr15
$7,738.94
21.78%
Yr16
$7,971.11
22.09%
Yr17
$8,210.24
22.34%
Yr18
$8,456.55
22.54%
Yr19
$8,710.24
22.70%
Yr20
$8,971.55
22.83%
Yr21
$9,240.70
22.94%
Yr22
$9,517.92
23.03%
Yr23
$9,803.46
23.10%
Y24
$10,097.56
23.16%
Yr25
$10,400.49
23.20%
Yr26
$10,712.50
23.24%
Yr27
$11,033.88
23.28%
Yr28
$11,364.89
23.30%
Yr29
$11,705.84
23.33%
Yr30
$12,057.02
23.34%
55 Angelus Senior Housing
Cost Analysis Draft
Garvey Senior Housing
Size
Production
CSI System Size
Electricity Cost*
Electricity Production per year
Installation cost
MASH Rebate
System Owner out of pocket expenses
Federal Tax grant
;Net Cost
Depreciation savings**
Cost after 6 years
Payback time
39.245 CEC-AC (kW)
69,591 kWh/year
38.993
$0.133 per kWh
$9,252.12
$246,100
$128,677
117,42`3 1
$35,227
$82,1_96
$40,926
$41,270
Total cost (after 6 yrs) $41,270
Electricity Production per year $9,252.12
Payback time: 4.46
Energy production after 30 yrs*** $440,173.62
* Electricity cost calculation
Total monthly bill $1,808.12
Total electricity used 13,600
Electricity cost $0.133
Depreciation calculation
Project Cost (after Mash Rebate) $117,423
1/2 of Federal tax grant $17,613.47
Depreciation Basis= Pr Cost-1/2 tax gr. $99,809.64
Depreciation Basis
$99,809.6
1styr
20.00%
$19,961.9
41.00%
$8,184.39
2nd yr
32.00%
$31,939.1
41.00%
$13,095.02
3rd yr
19.20%
$19,163.4
41.00%
$7,857.01
4th yr
11.53%
$11,508.1
41.00%
$4,718.30
5th yr
11.52%
$11,498.1
41.00%
$4,714.21
6th yr
5.76%
$5,749.0
41.00%
$2,357.10
Total Depreciation after 6 yrs.
$40,926.04
56 Garvey Senior Housing
Cost Analysis Draft
***Energy Production after 30 years
Energy Price increase 3% p/year
Yr 1
$9,252.12
Yr 2
$9,529.69
Yr 3
$9,815.58
Yr4
$10,110.05
Yr 5
$10,413.35
Yr 6
$10,725.75
Yr7
$11,047.52
Yr 8
$11,378.94
Yr 9
$11,720.31
Yr 10
$12,071.92
Yr11
$12,434.08
Yr 12
$12,807.10
Yr13
$13,191.32
Yr14
$13,587.06
Yr15
$13,994.67
Yr16
$14,414.51
Yr 17
$14,846.94
Yr 18
$15,292.35
Yr 19
$15,751.12
Yr20
$16,223.65
Yr 21
$16,710.36
Yr22
$17,211.68
Yr23
$17,728.03
Yr24
$18,259.87
Yr25
$18,807.66
Yr 26
$19,371.89
Yr 27
$19,953.05
Yr 28
$20,551.64
Yr 29
$21,168.19
Yr30
$21,803.23
Total Production after 30 yrs.
$440,173.62
57 Garvey Senior Housing
0
A
Q
N
f0
a
^L'
/.W.~
W
N
U
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
aM1
0
0
0
0
0
0
0
0
o
O
0
0
0
0
0
0
0
0
0
0
VI
N
Vf
to
Vl
✓1
N
VI
VT
o
> m
N
r
Y ry
r lp
} ry
} N
Y ry
m
> N
L N
} N
> N
i ~
i ~
} N
m
w
i
a
r`
m
r
N
}
H
}
C
O
O
E
0
v
v
E
V
Q
V
0
a
v
w
0
f
O
C
W
d
0
58
Cost Analysis Draft
Cost/Benefit Analysis
Solar System
Production
Solar Energy
Production
Accumulated
Cost
amortization
Yr 1
$9,252.12
$9,252.12
$74,011.78
Yr 2
$9,529.69
$18,781.81
$61,716.76
Yr 3
$9,815.58
$28,597.39
$54,659.74
Yr4
$10,110.05
$38,707.43
$50,741.44
Yr 5
$10,413.35
$49,120.78
$46,827.23
Yr 6
$10,725.75
$59,846.53
$45,270.13
Yr 7
$11,047.52
$70,894.05
$800.00
Yr 8
$11,378.94
$82,272.99
$800.00
Yr 9
$11,720.31
$93,993.30
$800.00
Yr 10
$12,071.92
$106,065.23
$800.00
Yr 11
$12,434.08
$118,499.31
$800.00
Yr 12
$12,807.10
$131,306.41
$800.00
Yr 13
$13,191.32
$144,497.73
$800.00
Yr 14
$13,587.06
$158,084.78
$800.00
Yr 15
$13,994.67
$172,079.45
$800.00
Yr 16
$14,414.51
$186,493.95
$800.00
Yr 17
$14,846.94
$201,340.90
5800.00
Yr 18
$15,292.35
$216,633.25
$800.00
Yr 19
$15,751.12
$232,384.37
$800.00
Yr 20
$16,223.65
$248,608.02
$800.00
Yr 21
$16,710.36
$265,318.39
$800.00
Yr 22
$17,211.68
$282,530.06
$800.00
Yr23
$17,728.03
$300,258.09
$800.00
Yr24
$18,259.87
$318,517.95
$800.00
Yr 25
$18,807.66
$337,325.61
$800.00
Yr 26
$19,371.89
$356,697.51
$800.00
Yr27
$19,953.05
$376,650.55
$800.00
Yr28
$20,551.64
$397,202.20
$800.00
Yr 29
$21,168.19
$418,370.38
$800.00
Yr30
$21,803.23
$440,173.62
$800.00
59 Garvey Senior Housing
L
0
r~
7
Q
I
I
N
~
I
I
~
I
i
I
N
I
(
I
i
I
I
N
I
'
V
N
N
I
i
N
N
o
I
}
H
N
/R
~V
}
O
CL
C
I
}
f~
•
L
.y
~
I
I
N
L
I
I
>
3
~
}
a,
I
I
O
°J
I
>
r
co
}
~
I
0
ti
C
I
L
y
r
C
L
1
t`
}
N
Y
rl
Y
o\° a° a° a° ~ ae ~ ae a° a°
O ~n O vi O N O N O N O
N e-I 'i ~ .-I rf N N M
a
c
N
0
h
it
60
Cost Analysis Draft
Internal Rate of Return before Depreciation
Investment
-$82,196
IRR
Yrl
$9,252.12
Yr2
$9,529.69
Yr3
$9,815.58
Yr4
$10,110.05
-24.28%
Yr5
$10,413.35
-14.79%
Yr6
$10,725.75
-8.20%
YO
$11,047.52
-3.47%
Yr8
$11,378.94
0.02%
Yr9
$11,720.31
2.66%
Yr10
$12,071.92
4.70%
Yrll
$12,434.08
6.30%
Yr12
$12,807.10
7.57%
Yr13
$13,191.32
8.60%
Yr14
$13,587.06
9.44%
Yr15
$13,994.67
10.13%
Yr16
$14,414.51
10.71%
Yr17
$14,846.94
11.19%
Yr18
$15,292.35
11.60%
Yr19
$15,751.12
11.94%
Yr20
$16,223.65
12.24%
Yr21
$16,710.36
12.49%
Yr22
$17,211.68
12.70%
Yr23
$17,728.03
12.89%
Yr24
$18,259.87
13.05%
Yr25
$18,807.66
13.19%
Yr26
$19,371.89
13.31%
Yr27
$19,953.05
13.42%
Yr28
$20,551.64
13.52%
Yr29
$21,168.19
13.60%
Yr30
$21,803.23
13.67%
61
Absa
Garvey Senior Housing
0N
a
_
0
~o
01
L
Q
v
0
r
3
c
L
R
L
m
i
n
r
r`
N
m
i
N
i
T
a°
3° 2° ~ o 0 2°
o
vi o ~n o ~
n o
vi
M
N N
i .-I
62
l
C
N
H
`o
Cost Analysis Draft
Internal Rate of Return with Depreciation
Investment
-$41,270
I RR
Yrl
$9,252.12
Yr2
$9,529.69
Yr3
$9,815.58
Yr4
$10,110.05
-2.48%
Yr5
$10,413.35
5.97%
Yr6
$10,725.75
11.45%
YO
$11,047.52
15.14%
Yr8
$11,378.94
17.72%
Yr9
$11,720.31
19.56%
Yr10
$12,071.92
_ 20.90%
Yr11
$12,434.08
21.91%
Yr12
$12,807.10
22.66%
Yr13
$13,191.32
23.24%
Yr14
$13,587.06
23.69%
Yr15
$13,994.67
24.04%
Yr16
$14,414.51
24.31%
Yr17
$14,846.94
24.53%
Yr18
$15,292.35
24.70%
Yr19
$15,751.12
24.84%
Yr20
$16,223.65
24.95%
Yr21
$16,710.36
25.04%
Yr22
$17,211.68
25.11%
Yr23
$17,728.03
25.17%
Yr24
$18,259.87
25.21%
Yr25
$18,807.66
25.25%
Yr26
$19,371.89
25.28%
Yr27
$19,953.05
25.31%
Yr28
$20,551.64
25.33%
Yr29
$21,168.19
25.34%
Yr30
$21,803.23
25.36%
63 Garvey Senior Housing
POWER PURCHASE
AGRE EMIEN7 (DIMON
64
Solar City Infonnation
65
a
/r D'
°Jw . d
.ooo
o , }may r ,
7
:k5 ' tY
Q9 _ rn ~r b
66
X-1 I
}
U
Q~
O
L
E
O
L
U
co
C
O
U
O
O
Q
O
N
a)
.5
O
Q
U
O
U)
o6
CD
U
u
N N
i
C
~
t
G
G
f
O
U
U
ca
c
N
cc
E
_4-j
O
O
_rZ
.O
a)
O
*Qo
C
uA
81
C
O
ca
co
a-+
cn
c
c
n~o
.N
N
O
w
.U
c
m
c
LL
67
a
c .
O
L
C7
T
OI
O
0
H
t
S
A
C
u
W
7
C
O
f
n:
c
a
Q
d
C
'~4n
0
A
u
9
W
S
t
0
3
`o
d
N
O
I
C
'N
0
S
T
C
A
f
0
n
c
0
2
W
cn
H
N
~
>
M
Lid
U
N
0
0
co
cn
-
~
-
t/)
~
°
~
°
.
~
O
0
C
c
n
~
E
a
a)
0
U)
M
ZD
0
cn
U
cc
>
}
0
0
col
Q
U)
co
E
U
-co
0
>
N
c
cn
CU
0
i
Cc
co
_0
0
J
U
b
0
U)
(n
4-
o
❑
❑
❑
❑
68
a
- o
N N
'ii
1
Pt
L .
155 Fw -
W
O
~O
U
-a
O
O
O
(J)
cA
T
O
U
O
tz
O
O
_
N
U
U)
m
Q
cc
Q
O
U
c6
Q
i
U
Co
%
U
i
U)
'
L
N
O
U
(f)
Q
O
CLO
U
i
~
O
O
O
tix0
0
(n
a
O
U
O
4-
O
C6
E
o
cz
O
U
U)
O
O
N
0
U)
o
~
U
c-I
C
U
O
}
i
N
O
p
c6
O
co
O
E
O
O
O
a
i-
c
U)
v
U
Q
E
2
N
Q
o
O
F
A
.-I
LL
N
U
F
-
N
cn
N
❑
o
❑
o
o
❑
69
YJ~ I I :nl.
c. 51
~T
..3~3]Si1'3
MN
rt_.. CiTia3'J
2~y33~ ~
to E
O ~
Q
(O
.p 70
C 0
a3
co QjD 73
Q (3)
co
U O Co
UO ~ 'Q
O 'tap
N O
0
r ~
I J ,
I:
t_
G ,
6•,`f
~E a =
~
C
i
(B
O
(
(n
U
i
U
O
ti1A
O
'U
U)
(n
N
U)
'O
O
cB
Q
70
O
i
bA
>
Q
O
,
U)
U
O
b0
O
_
'Fn
14--
U
a)
Z3
0
U
_N
0
~
d-
.E
ai
0
0
i
L%
l YI
-II
C1
co
c CT
N O
E N
~ N
M Co
O C
O
~ ~ CB
C fn -
O
m OU
0
0 U
N t~
~/t3
70
® t.
W
W
O
w w
~ w
i• a~ z
o z
w
` o w
3 '~~n x
H
W ~
z
m
Dv ° ~
O
0
C~
4
L
r m
VJ N
71
al' ~ tttfff
~i y 4
XA!
d F7
o
~ =rte
0
W , a
t '
pfd ~
° h t ~e y 6f ~
♦ ~ X. ~ '.Y~ (Pig ~ ~ !e " J
rJP?`~ 0\ r ~ `+L+F
~ ~ y z
/ ~h~f.4~d'Nwa tVi y~ L' ~ F Y be y t
11 r / P d~ ~ ~ 3Jy}
~ 1) FMS. 1 ..Jq.
✓ A F "gag~ j # Y GS
1
b P ~ Iy
• - r pkw~,,A'~r ~~-Vii..{~. ~-3~. y -~~v`*. ~as~`~. g t.~
72
0 c c
o m
c 3 }T E
+J c~a m c o o
U
a LL 0 c
Lu
c cca LL M
N 0 O
U (n T
QO
E a N 0 E o m Co
Q C +-C L" (n E C i N
>1 0
co a. c Q M (n 4= U =5
m E N Z N C E bU -a
N O_,~c i O C M a) O
0) co U')
c " o
E ° 0 m co U E
z co
Q E c E g c
bA > N 0 c: U T i 0 U
cO a~ c N (tea O E ~ w N E
G LL '6 U to LL U m k09 Ln ~ v=
n l I LL I 1 1
0 p
O
T
~
O
L)
i
0
co
O
uo
U
co
a
4-
O
CO
fn
-0
U
o
C3
C
U)
co
0
T
E
o
-0
m
~
0
.
°
CO
O
:3
M
47
z
0
U
CD
O
>
U
U
l
(n
ur)
J
Lu
I
I
I
I
0
0
l1p
i
~
Cc
O
p
N
U
)
O
o
O
L
f
x
3
a~
LL
0
U)
•E
co
a)
O
o
=
-
M
U
U
Q
~
0
L1A
C
00
E
O
C
U
A
.
T
=
C
Q
O
c
Co
c.)
S
hp
(
O
D
U
m
Q
cn
n
°
~
s
a)
C
N
a)
>
U)
c~1
o
a
E
°
O
c
c
~
a
+.r
(D
c
U
U
+1
U-
0
C:
a)
(D
-0
(n
m
om
0
=
73
C
N
O N N
~ C N
U O -
-Q C
U O
L
L N
~ (6
U O C
O U (6
~ O C
i~
O ~
' L
Q
L
m N N
L O U
O ~
O ~ U
~ o 0
N
O
N
U
O
E
U_
L
CL
(0
C)
N
U
C
O
U
to
C
N
N
N
0
1i c4Y
~ 1 t
..'till i ~ 1
1
c
O
co
co
C
O
C
co
a
O
O
W
O
Y
U
F-
r
L
L
R
Cl)
U
U
N
O
Q
C
O
N
N
O
N
7
N
U
Y
U
f6
H
L
O
C
m
>
C
C
U
(D
3
O
N
N
O
C
.O
0
a)
L
U
U
0
U
N
E
c
O
C
O
Q
N
N
cu
N
C
O
B
V
L
C
O
U
O
(6
O
O
w
O
_I_-
En
co
Q
N
O
C
C
O
0
N
U
C
E
O
Q
N
N
N
Y
U
(0
rLJ
O
L
a)
O
N
7
U
C
m
O
rn
O
Q
C
O
C
O
N
CY)
m
O
7
C
~O
N
O
d
L
(A
Y
O
0
0
a
>N
N
74
17
m
11 •t
ai cif
[
'i
u!
!1 ~
i
1
0O
C
i
Q
O
O
O
m
E
i
O
O
O
9,
(f1
E
(n
Cl
U
A
E
'
C
O
N
M
>
CO
Cc
Q
i
06
co
co
-0
(n
U
Q
O
i
U
c
=
a~
Q
Q
O
(B
U
U
~
H N
>
8
O
p
Cn
O
v
o
0
0
N N
CC2
to
75
S!
} A~
. ny
r:
a
i
:y, fr: F
+5!
•1
j1.~.
U O
4-
D
~ O
O
N 0
O
cn (3)
0 Uj
~ O
13
(6
N
.rZ
W
0 O
Q E
C
O O
U) O
_g- U
USA ~
O
0
C~6
W
O
U
U,0 C6
O O
c+
O
U
L
O
O
Q
O
E
O
(6
O
4-1
c6
Q
C~6
N
N
C_
9
N N
CC2
R
•ii i`
76
~6
o
0
Y
"0
a)
U)
YO
N
o
U
a)
0)
E
O
O
(0
3:
C
C
C
~
Fa
m
Y
m
O
c>6
-
O
cn
L
U
-Fu
N
Q
N
7
O
co
O
L
C
O
>
O
U
O
L
C
L
Y
N
-
i+
>
E
0
c
0
0)
m
a)
0
W
7
a)
>1
L
a)
cn
te
a)
>
cu
m
N
a)
N
a
)
L)
t
Y
Y
N
7
_
C
(0
O
0
m
N
Q
c'
> a)
a)
0
C
a)
a)
W
E
a
c6
C
(0
c0
O
-
C
O
a)
N
>
.r
o
C
N
>
a)
C6
L
Q
>
>
0
/0
t
L
:3
N
L
L
(6
C
a)
-
U
7
m
7
U
N
v
O
C
N
OL
>
3
N
0
-
O
u)
a)
N
Q
i
7
O
>
p
C
°
'
(D
Y
L
O
,
C
U)
N
E
_
C
O
a)
N
c0
O
f0
Q)
p
)
L
p
0)
Q
_
L
f0
a~.+
W
N
C
(Q
co
C:
a)
O
+
L
C
(D
>1
En
0
<n
C
O
v
O
C
E
N
N
cn
a)
C
N
°
a)
-O
a-
-r
a)
Q
L
M
Q
=
W
:3
a)
L
c
c0
a
d
0
o
>
=
W
,
M
Y
c0
E
L
c6
O
L
Q.
Q
U)
(Q
(6
Y
W
p
_r_
"
Q
C EM
:3
C:
O
flS
(a
:n
L
>
>
O
L
L
p
O
Y
N
ca
Y
Y
C
Y
}
D
p
O
L
U)
0 -
4-
O
O
L
a)
Q)
E
Y
~
E
L
0
(D
N
-0
L
ca
a)
a)
:3
_0
a)
C
o
(D
0
a)
L
:3
Q
o
Q
3
E
L
N
C
a)
C
N
C
L
C
N
N
-
0
a)
0
0
O
C
"G
m
C
to
O
3:
2)
1~
O
"O
N
Y
cn
cn
m
C
(D
c0
C
1
C
O
4)
a)
-C
-C
V)
I
c
O
U
N
(a
(n
O
V
C
c0
cn
V)
a]
cn
Y
VI
>
C
O
(1)
L
t
LL
d
N
O
m
Y
M
"
i
a)
O
L
CO)
=
C
4)
O
-
c0
c
6
r_
(D
(n
N
0
E
E
W
E
c0
c0
M
V
a)
a)
m
X
N
En
=
U
j
Q
p )
V
C
N
i
W
>1
Y
0
X
m
C
W
C:
'0
O
cu
N
m
a-
M
Y
N
a)
0
Q
N
d
CL
c0
v
c0
N
Q
C
o
'
7
'a
a)
a)
O
O
-D 7
'C
a)
U)
\
°
C
O
O
0
O
0
O`
C
a)
t
Y
Z
.R
~
n
r
U
~
z
a
Q
t
(n
°
~ r
U
VI N
:y
77
G~
O
~
J
N
O
O
O
U
Y)
M
M
C
o
Q
L
U
Ci
N
>
U
U
7
W
a)
N_
Cn
N
O
N
U
~
C
fl.
F-
a_
+
V
J
y
7
C
78
1 gj
Y®
N
0
c
C
0
0
/
L
L
~.1{I
Y
N
00
o
N
N
C
C
ca
c
d
c
Z
Q
U
o
a~i
p
c
>
3
Fn
E
N
O
CL)
~
-co
C
Q.
H
Co
J
7
C
N D
N (l
_ Q
N N
I~
♦ v
~I11~ I -j
79
m ~
N V
O T
O
N N
N
E
U
E
® m
~ c
O
6
O
00
4-
s
O
r.j
o
CV
L
E
5
c
no
E
U
O
0
O
2
)
S
to
2
(D
N_
E
O
)
U
C
N
f6
J
C
03
80
0 O
•
lA
L
O
c
m
~
c
U
O
-
O
V
Q
m
co
E
C
-
co
c6
cu
N
cn
0
O
N
N
cn
L
a)
7
-a
O
C
C
>
L
O
fB
O
O
L
w
a)
-p
cu
a)
L
O
cu
L
m
m
E
C
(D
O
c
O _
cn
N
,j+
ca
O
V
L
W
CL
K
~
)
uj
LL
T
W.
O • •
O
Cl)
O
U
L
O
Q
N
N
Y
N
C
N
E
a)
a)
L
0)
cu
Q
Q
En
a)
O
al
L
CL
Q
O
u
L
m
c
a)
ca
Q.
a
M
cu
t
tca
O
m
m
c
O
Z
C
LL
t+
V
L
W
L
L
^2
W
L
cn
ca
E
O
4-
N
N
N
C
T
U
L
O
'VJ
O
O
U
C
d
V~
V
V
Q
W
O
U
06
O
(D
cn
c
N
a)
O_
E
O
U
C
.L-
O
O
U
f6
O
^L
LL
d
V
81
n D
~ V
VI N
ILD
C8
Solar City
"How We Estimate Savings"
82
i - SJe..7q: ti
4-
6
r
Y= a _ ~
V y~` ` r/~Ar 1`IC c rwE
C5
a
~ O
3.~ A Li-r 1~, ft
i
r
i ~C Y . 7._ ~ nt t vs G
ITp t
,rm
1 a,. oo R "i L,~ ~v
j ;'r { Q~a axe r. 4 9t'-.„':...tegE9 9~ 1 y'
hi e ~ ~`TIPI,
I
6 yy
1-17
' K ~ 4 ~ 31' r 3.
y m
4C' r
ij
TM i C -
wr,
~ CVO. I
Y
83
4
n o
84
~ G
O
C O
Iq N
t~
~t t 1!
85
_
V
m U
=
rL
~
l
J I
mvIsrn
cn
~ ilY
O
;o a
aI
m
T
O
Q II
0
0
cli,
tell-
0f
0
a>'
o+
s
Q
.Q
3
O
~ c
U w
C
E
N m LC
C
7m' w
T
fl L
N I
Of
O
L
j
A
o
U
$
O
Q
W
d7
~I
,
E
G
~
ee
C-
l
r
o ca
Co
N
C13
C
.O
E
0
D
m
F
U d
9
~gl
°Z
N
Z
C
t
c
0
E
N
3
0
a
V
61
HO
L
m
co
to
to
Ll
V
m
a
co
to
W
T
'O
3
O
0
c
3
0
0
86
~ O
L N
J.
W)
Q
0
V
N
i
~ ~
I~
N
h
O
b
b
T
b
O~
O
O
N
Y\
W j
OO
N
h
oo j
O I
00
Y
.
OO
I
00
N
O
.r
h
N
^ I
I
N
M
CO
O~
' ~
~
b
a
N
b
N
h
M
r!
.
-i
i
t
b
O~
~ P I
O~
M
4
n
r
b
^
N I
O
00
~
,
Cn
~y
~ 00
N
`t
<
N
O~ oo
•
L~~
r
n
~G
r
t•i
~G
t
L~
I
i
t
G
Li
Ltl-6-2
o
o
o
U ,
O
N
~
I
-c
'
I
v
w
o
O'
~
A
cn ;
L
I
87
~o
•
I I,
° ~
~I
OL
m
i o
~i
~l
I
LL
•
I
I
~I I I
LL LL LL_
li
d 4") ~ ~ m ~ ~ ~l'1
a
o o e e IV
I m
I
i _ _
i
_
.
•
r.
I
1
I
I
•
'i
m217. 7 7
O
I
~ Z5
5
cI'~ o'
Ir 71
'
Co Y.
-
~3 3
~O
o M,?
-
~~11 LL.
EI E E` E
i C
. E E: E
°
d
I E E E'
m
m _ _ =
I °
~
o 0 0l 3r E E C°~ E
N (n N N
)
N N VII I '
01
N
d
Y
I d
~ N Y
I I d N 1 1
~ ~
C- Y
C-
I
Y 1 A O- 10
O
!pI
a t a
lO 1C
c
~ A
R~~ Im 1
I1C1 d{ AIlCI f0.1C I
E
•
a a. o
a
0-
o o_ c o a o
rn
~
IO
G G.C
1
C
1
C' o C o
G 'OLD
I
f
1
Q.
IN
y
p 0 O
0
a
O
-
E
a s
a' Q Ell m
I CD-! CD
O
OHO O (L
1
A
9
6
h
b
h
7
h ch
h
'h
1 CIS ~ ~
{ Ch I
;
Sl
l
h
O
C3I
_
1:
C
L
d:~ C~:CJ
C
U
E
u,
C
u
o
c
C
C71 V U UIU U ICI
cj
'
I
, 1
II
I i
V
¢d~ ¢I
q~ § S.
I
( 1 C lL rl
cl~
~ e ~ IrvV'p.
a
d
N) ~ is
d d
as 3 0 0'E
L
E
I
wl-
_
El
II
1
~
II
~
~
w
I ~ l
z
l
a L
LU
C
m
a m
6J9
~
I
€I
_
Ica
l
Etc
~ 5
I
q N
I
I-o~ I
G
ml ~ ~
t dl y
Cqi I
I
O
q N N
i I
I
~y
c
d; d I
Imo: m
I m d
q A'LL'
88
~ U
C
I
N N
C
r
f+l U~
N
m
f+ .
m
yr
O
i LLr
W
m
¢r
N
e
MI
N
N
r'
,
~
f"
0
qq
3
v
'O
O
O~
.O
O
O
O: 'O
0
0
~
~p
~
vI
~^L``
~
.W'
I
It1~
i+
O
~(6 .
'O
O
O~
O
O
O
O; O
O
O
'
tU
r
N
N L,L
'
E
m .,ot '
'
71M
~
---i,G~
0
0
o i
o
0
0
0! I o
0
0
c
C
o
r
yr
to
Lf1 .
' u'1
fD
JD
tD : i Q
C%f
11.1
N
~ 5
0
m
>
o
m t'i
o
m
S
m
rJ
y
g
p~
C
r
c
T
w
L
L`
rLl
ICr fD
IP
tC`
IL
ID
V
1L'
"
Y
Q
O
O
~G
O
v O
O
G
O
v
O
'
IC
r
o
0
0
0
0 0
0
0
'
;0
0
0
Y
~
Y
P
'D
D
P
!
I f"r t+t
r'1
rr
~ ~r
fD
rP
m
❑
~
G U
U
O
_
_
~j
m
~
P)
frl
Pl
f
ti
Pl
Ct
4
I
'
C
L
7
:
E
n
o
o
o
ro
0
0.
0
.
fo~{roi
R
o~ oy
0
0
0l
p
U
a
Q
a
l e
Q
a
a
Lift `t
La
<5
; Q
Q
a
m
U
d
a
m
m
m
s
o n
G
>
o
u
m
of
_
•
_
[V fJ
fV
N
•
x
!
J
m
• P
•o'
rp
G
!G
G
G
OI
O O
G
G
~O
v
O
Gr
N
' O
'I
w
G.
~
N
N
rD
W
~
Tr
f~
I51
1C•
'.1
1 I
m
r
VI
~ y
V
l
r
(ir
O
I N
N
Mfr i
' rCr
G
rD
: CO
ffr
-
t`?
Y
r
,.r
r'
r
N
N
N'
r
o
y
°
m
'o
>
a
Ti
o
m
e
>
n
m
LL
'2
q
m
>
A
Q~
N
O
Z
O
89
2
W
O
, O
W
^
_m
•V
`s
= ~ Y
i
~
4c
N
-0
r-i
c9
00
LO
0
CL M
0
CY)
00
r-
W R al
CD
69.
LO
r
d0~0'
d
3 U) 'g
0~
N
c c L
U O
O v
CO
LO
(0
4) O L
•
c~
r-i
o
r-
co 4 L
O
O
O
3
) p_
Y
C M
o
d 4 p V
C
N
O = N
O
o
L, L _
O >
M
o
_
L .ai L
4) u
O
Ln
O
0
3~L
m
2
00
N
.-I
r
00
-k 0
tp E
Q:
V
N - Q
N
Y
N
r-I
d
N
C
b
f/! r
E
ao
-
a >
0
co
a
,
G~ d to 41
O
>
N!
Y
C
0
~
d Li
N p d
'4 E
0
a
(6
(n
a
i
O
-o
-
75
0
d
Q t/l
co
• v
co
W
0
- W
0
cn cn
90
-1
~I
T
1
T
IC
!
i
I
►
T
1
~
1
T
~1
T
1
m
$
_
_
o
w
I
!
c~
a
~
m
m
W
U
N
~
(
wj
~
-
-
-
-
-
-
-
-
-
-
I
0
q
N
d
s
~
¢l
0
0
0
0
0
0
°0
0
v
a
a
w
w
w
w
w
w
0
21
l
m
y
~
m
~
cv
~
Bi
-
o
3
Y
a
S
Y
I
a
I
I
Sic
u
0
0
0
w
0~
0
0
0
w
~
I
~
~
_ -
_
_
o
~
_
-
I
v
o
O
°m
o
~
g
4
i
e
c
1
~
N
m
~
~
o
o'
~
o
<
e
a~
N
_
m
o
_
.
~
o
N
r
rn
o
I
d
w
w
w
w
_
W
'
d
E
y
d
c
Ll
12
,
~
Q
Y
C7
U
~
`
d
U
K
S
¢
Y
~
L
U
Q
~
~
4
~
2
3
3
N
F
~
~
N
~
Z
h
6
O
W
Z
6
O
I
N
~
N
I
U
~
Q
O
Z
C
C
z
(
h
2
U
U
.
w
a
6
~
m
T
-
_
L
L
w
0
0
m~
N N
,1 Vn
91
Solar City Proposals
92
m d
a v
m a
V
O
C
~
Q
3
U
O
~
L
U'
m
r
E
U
Q)
C
N
~
as
a~
o
x
ti
R
g
a
N
~
~
Q
E
o
~
e^
J
Q
N
N
~
O
C
O
o
~
j
~
+T'
m
C
0
O
v
Y
U)
C
(0
f0
C
W
L
W
C
O
N
a
m
o
d
E
W
~
C
~
f0
N
m
E
W
d
m
U
W U
m
m
~
n
Q
m
m
}
E
H
~
o
m
m
c
2
O
l
a
>
o
d
~
m
T
n
a
c
3
O
a
U
LLJ
~
E
m
N
a
~
o
O
m
LOU
D
93
d
O
Q
d
0
`m
m
d
m
m
a
O O O O O ~
O O O O O
~ o ui o ~
~ ~ f9 M ~
c
II ~
m
Q '
c
C
G
c
L_
LL,
o
~W
W
Z:
o
W,,i
co,
:cc O
J.
n m
o
Q
~
o O
Z
a o
Q
Z a
:Z
`m
m m
D V
C7
h
I
C
n
W
a
a
3
U
O
d
V
c
rn
E
U
Q
)
C
N
C
G
0
d
O
y
~
w +
C
0
Q
N
L
?
L
C
G
(n
6
N
1
N
r
Q
E
p
>
r
r
N
J
Q
N
N
h N D
E
N
r
d
O
N W
m
C ~ N
>
Cl) N
D d }
~ N U
m
E a ~
T
y N N
w z a
i
I
I
i
a
v
O
r
N
o
w
a^
rn
1
O
i
U)
O
W
O
.
c
CD
M
it
m
y
-
-
m
•
N
wl
>
o
U t0
C
~
d
E
t0
_
CD
m
C C
T
Q
Q
_
N
7
R
F Z
94
W
E
H
d
O
C
.U
U
d
LU
N
0)
c
tC
N
r
U
V
d
LU
R
7
c
c
Q
y
3
N
(h
0
m
°J }
r
0
LLJ
v
M
N
Q
N
O
N
07
N
O
O
N
N
m
N
0 0 0 0 0 0 0 0 ~
O O O O O O O O
OLri O L O to O N
fA fA fA fA lA EA fA ~
00 O O O O OE>3
O O O O O
4 O L O N
N N fA
EA (fl /fl fA
Qp
C
D.
F-' . D7
rn
W' t d
Q- E
LI c
O
N
Q'. a
s
U O
n
- a
We, o 0
n
0
. W n ' J
Z
m ~
w m
Ic?
V
r
Q.
Of
0
Q
O
U
C7
A
E
d
O
C
C
G
p
d
Q'
Y
~
Q
Q
a
l6
V
T
d
d
N
S
m
Z
N
`w
C
E
a
E
O
CD
N
O
J
o v ~ rn
N ~O m' O
O O m'
u7 m C O
o ~
v
n CD n
N
O
U
o
(A
p
0
T
m
~
0
o
T
3
m
m
C
~
a
O
3
N
d
r
>
O
m
J
s
a
L
N
p~j
r
>
_
m
T
m
r
>a
}
p
O
Z
O
Z
l6
E
OI
C
l0
}
O)
C
m
N
}
U
N
y
W
N
cn
fn
p
m
d
m
0
a
e
0
c
m
m
O
t0
°
of
d
T
N
p
r
C
o
LO
o
'F
U
O
>
`m
m
a
o
v
U
Y
N
C
m
m
C
W
m
LL
c
O
N O
m E
c0 ~ N
N C Q
Y C ~ ~ i0
N ~ U N ~
a C N V T C
W 0 '0 p
U (n ~ H 0 a d N
d N J N M
> m O w
EE~E._~
n h W
W W Q H O of Z)
95
N
J
m°
m_
N
O
QI V
~m
r
O
v
N
d
Q
d
d0
0]
0
O
d
m
a
0 p 0 0 p 0 0 0 0
0 0 550050055 0 0
vi o uM o v"o vio vO
O O O O O (A
O o O O O
N O 6 O N
N N ~
f9 f9 fA fR
~v
' N
a.
c
v
N. E
W7-" a
..I ~ O
W, o
_YYJJ U O
,J `n m
~ o
~a
V : o 0
n
0
Z a
a Z, a
N N
LL o, d
a v
J
8 m a
U
C
n
n
a
3
Q
O
U
V
I1
V
A
E
0
E
00
N
Y
d
t6
c
¢
>
¢
N
R
U
e
N
c
E
a
E
®
0
a
,
0
n
J
m
r
d
u) O a
~
cm;
w E
A fA GE
N
l6
N
r
co
N
O
N N
Ol
C ~ N
l6 N
~ d U
m
E a ~
T
w z d
I
d O O M N
d ~ OO p 1l
10 V M m ~ ~ '
m W (A '
A
~
m
I
N~ C
N '
O >
~
U W
T C
m C C
T d ¢ Q
a o d
a 'r
W
E
`
F-
0
C
R
cn
L
W
V
d
w
N
O7
C
R
N
Y
V
d
W
R
a
vN
w
a
r
r
N
v
c7
r
Q
N
0
d
m
0
N
N
N
O)
O
IL
96
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
u) o In o u) o ui o ui
E 64 to
°o o °o o C)
O O O O O
v) O N O u)
N N M
fA A EA fit
Solar City Sample Contract
97
Solar Power Purchase Agreement (Commercial CA/CO/OR)
This Solar Power Purchase Agreement (this "Agreement") is entered into by the parties listed below (each a "Party" and collectively
the "Parties") as of the date signed by Seller below (the "Effective Date").
Purchaser:
Seller:
Name
Levine Management Group, Inc.
Name
SolarCity Corporation
and
822 S Robertson Blvd
and
393 Vintage Park Drive, Suite 140
Address
Los Angeles, CA 90035
Address
Foster City, CA 94404
Attention: Jeff Levine
Attention: Contract Administration
Phone
310-358-3489
Phone
(650) 638-1028
Fax
310358-3494
Fax
(650) 638-1029
E-mail
E-mail
ContractAdministrator@solarcity.com
Purchaser
X❑ owns the Facility
Contractor's License Numbers
CA: CSLB 888104
(check one)
leases the Facility
OR: CCB 180498
This Aereement sets forth the terms and conditions of the purchase and sale of solar generated electric energy from the solar panel
system described in Exhibit 2 (the "System") and installed at the Purchaser's facility described in Exhibit 3 (the "Facility").
The exhibits listed below are incorporated by reference and made part of this Agreement.
Exhibit 1
Pricing Attachment
Exhibit 2
System Description, Delivery Point and License Area
Exhibit 3
Memorandum of License .
Exhibit 4
Credit Information
Exhibit 5
General Terms and Conditions (Revised December 11, 2009)
Purchaser: SolarCity Corporation
Signature: Signature:
Printed Name:
Title:
Date:
Printed Name: Lyndon Rive
Title: CEO
Date:
Solar Power Purchase Agreement v. 20091211 (CA/CO/OR)
Exhibit 1
1. Term: Eighteen (18) years, beginning on the Commercial Operation Date.
2. Additional Terms: Up to Zero (0) Additional Terms of Zero (0) years each.
3. Environmental Incentives and Environment Attributes Accrue to Seller.
4. Contract Price:
YEAR CONTRACT PRICE PER KWH
1
$0.0500
2
$0.0500
3
$0.0500
4
$0.0500
5
$0.0500
6
$0.0500
7
$0.0500
8
$0.0500
9
$0.0500
10
$0.0500
11
$0.0500
12
$0.0500
13
$0.0500
14
$0.0500
15
$0.0500
16
$0.0500
17
$0.0500
18
$0.0500
Includes ACH invoicing. If manual invoicing is required, a $25 handling charge will be added to each invoice.
5. Condition Satisfaction Date: December 31, 2010
6. Anticipated Commercial Operation Date: February 28, 2011
7. Outside Commercial Operation Date: May 31, 2011
8. Purchase Option
YEAR
PURCHASE PRICE*
6
$84,438
10
$84,744
18
Fair Market Value
*Buyer shall have the right to purchase the System at the greater of the price set forth above and the then current fair market value.
9. Termination Value:
YEAR TERMINATION VALUE
1 $346,128
2 $304,165
3 $249,592
4 $206,237
5 $169,611
Power Purchase Agreement Commercial Working Version (CA/CO/OR)
99
7
$120,382
8
$113,690
9
$106,992
10
$100,287
11
$93.574
12
$86,854
13
$80,126
14
$73,390
15
$66,644
16
$59,889
17
$53,123
18
$39,560
10. Rebate Variance. All prices in this Agreement are calculated based on a rebate of mash rebate at $113,401.00/System.
If the actual rebate is lower than calculated, prices will be adjusted pro-rata to reflect the actual rebate received.
Power Purchase Agreement Commercial Working Version (CA/CO/OR)
100
System Description, Delivery Point and License Area
1. System Location: 4051 Candlewood St Lakewood, CA 90712 _
2. System Size (DC kW): 39.560
3. Expected First Year Energy Production: 54,222
4. Expected Module(s):
QUANTITY
MAKE
MODEL
STC WATTS
PTC WATTS
184
KYOCERA SOLAR
KD215GX-LPU
215.0 W
194.4 W
5. Expected Inverter(s):
QUANTITY
MAKE
MODEL
RATED POWER
EFFICIENCY
1
SatCon Technology
PVS-30 (240 V)
30.00 kW
95.0%
6. Expected Structure: Roof Mount
7. Includes:
Tom key installation: rebate processing, site audit, engineering and design, plan check, permitting, inspections,
interconnection.
Solar-City Limited Warranty
8. Excludes:
Upgrades to electrical, roofing, structural enhancements, and trenching.
9. Delivery Point and License Area: SolarCity shall attach a schematic that contains the:
(i) array;
(ii) Delivery Point; and
(iii) access points needed to install and service System (bldg access, electrical room, stairs etc.)
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 101
Memorandum of License
RECORDING REQUESTED BY AND WHEN
RECORDED RETURN TO:
SolarCity Corporation
393 Vintage Park Drive, Suite 140
Foster City, CA 94404
Attention: Lease/License Administrator
(space above this line reserved for recorder's use)
MEMORANDUM OF LICENSE
THIS MEMORANDUM OF LICENSE is made and entered into this ® day of , 20M, (the "Effective Date") by and
between Levine Management Group, Inc., whose address is 822 S Robertson Blvd Los Angeles, CA 90035 ("Licensor"), and
SOLARCITY CORPORATION, whose address is 393 Vintage Park Drive, Suite 140, Foster City, CA 94404 ("Licensee").
A. Licensor is the owner of certain real property ("Premises"), located in the County of LOS ANGELES, State of
California, attached to this License as Exhibit A and incorporated herein by reference.
B. Licensor and Licensee have entered into a Solar Power Purchase Agreement dated on or about the Effective Date
(the "Agreement") under which Licensee is selling energy generated by a photovoltaic electric generating system
(the "System") to Licensor. The Agreement is for a term of Eighteen (18) years, beginning on the Effective Date and
ending on the Eighteen (18) year anniversary of the Commercial Operation Date with an option to extend the
Agreement for up to Zero Q extended terms of Zero (0) years each. Pursuant to the Agreement, Licensor has granted
Licensee an irrevocable, non-exclusive license ("License") over the Premises for the purposes and on the terms set
forth in the Agreement.
Licensor and Licensee agree as follows:
1. Licensor hereby grants to Licensee the License over the Premises on and subject to the terms and conditions set
forth in the Agreement which is incorporated herein by reference.
2. The term of the License begins on the Effective Date and continues until one hundred and twenty (120) days after
the termination of the Agreement.
3. This Memorandum of License shall not be deemed to modify, alter or amend in any way the provisions of the
License or the Agreement. In the event of any conflict between the terms of the License and/or the Agreement and
this Memorandum, the terms of the License and/or the Agreement, as applicable, shall control.
The undersigned have executed this Memorandum of License as of the date first written above.
LICENSOR
Levine Management Group, Inc.
By:
Name:
Title:
LICENSEE
SOLARCITY CORPORATION
By:
Name: Lyndon Rive
Title: CEO
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
NOTARYACKNOWLEDGEMENT PAGE FOLLOWS]
Power Purchase Agreement Commercial working version (CA/CO/OR) 1 02
STATE OF CALIFORNIA)
COUNTY OF LOS ANGELES
On , before me, , Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Californiathat the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
STATE OF CALIFORNIA
COUNTY OF SAN MATEO
ss.
On , before me, Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 103
Exhibit A
Legal Description of Premises
That certain real property located in the County of LOS ANGELES, State of California described as follows:
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 104
Exhibit 4
Credit Information
Promptly following the execution of this Agreement Purchaser shall supply SolarCity with the following credit information:
APPLICANTSINFORMATION
Name: Levine Management Group, Inc.
Tax ID:
Previous & Other Names:
Website:
Corporate Address: 822 S Robertson Blvd
City, State, Zip Los Angeles, CA 90035
Phone Number:
Fax Number
Entity Type
S-Corp
C-Corp
Partnership
Sole Prop
LLC
LLP
Other
Check One:
Property Address for Solar Installation:
State:
Zip Code:
Owner Occupied
o YES
o NO
Property Type
Insurance Agent Name
Agents Phone:
Name of Landlord if Not Owner Occupied
Informatidn Requested -
Coporate Records
Fictitious Name Statement or organizational formation
Partnership Agreement
oration
ticles of Incor
f A
C
,
p
,
opy o
r
o
Documents (If applicable).
Financial Statements
❑ Last two (2) years of CPA audited, reviewed, compiled statements (Balance Sheet, Income Statement, Cash Flow).
The above information and any information attached is furnished to SolarCity and its affiliates ("Lender") in connection with the Application of credit for which you may
apply or credit you may guarantee. You acknowledge and understand that the Lender is relying on this information in deciding to grant or continue credit or to accept a
guarantee of credit. You represent, warranty and certify that the information provided herein is true, correct and complete. The Lender is authorized to make all inquires
deemed necessary to verify the accuracy of the information contained herein and to determine your creditworthiness. You authorize any person or consumer-reporting
agency in give the Lender any information it may have about you. You authorize the Lender in answer questions about its credit experience with you. Subject to any
non-disclosure agreement between you and Lender, this form and any other information given to the Lender shall be the Lender's property.
If your application for business credit is denied you have the right to a written statement of the specific reason for the denial. To obtain the statement, please contact
SolarCity, aat (650) 638-1028, Foster City, CA 94404. You must contact us within 60 days from date you are notified of our decision. We will send you a written
statement of reasons for the denial within 30 days of receiving your request.
NOTICE: The Federal Equal Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex,
marital status or age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public
assistance programs; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers
compliance with this law concerning this creditor is the Office of the Comptroller of the Currency, Customer Assistance Unit, 1301 McKinney Street, Suite 3450,
Houston, Texas 77010-9050. SolarCity is an equal opportunity lender.
Signature Title Date
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 105
Exhibit 5
Solar Power Purchase Agreement General Terms and Conditions
Revised December 11, 2009
Definitions and Interpretation: Unless otherwise defined or required by the context in which any term appears: (a) the
singular includes the plural and vice versa; (b) the words "herein," "hereof' and "hereunder" refer to this Agreement as a
whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or
instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to
time; and (d) the words "include," "includes" and "including" mean include, includes and including "without limitation."
The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this
Agreement. _
2. Purchase and Sale of Electricitv. Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electric
energy generated by the System during the Initial Term and any Additional Term (as defined in Exhibit I, and collectively
the "Term"). Electric energy generated by the System will be delivered to Purchaser at the delivery point identified on
Exhibit 3 (the "Delivery Point"). Purchaser shall take title to the electric energy generated by the System at the Delivery
Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point. Purchaser may purchase electric energy for
the Facility from other sources if the Purchaser's electric requirements at the Facility exceed the output of the System.
3. Term and Termination.
a. Initial Term. The initial term ("Initial Term") of this Agreement shall commence on the Commercial Operation
Date (as defined below) and continue for the length of time specified in Exhibit I, unless earlier terminated as
provided for in this Agreement. The "Commercial Operation Date" is the date Seller gives Purchaser written
notice that the System is mechanically complete and capable of providing electric energy to the Delivery Point.
Upon Purchaser's request, Seller will give Purchaser copies of certificates of completion or similar documentation
from Seller's contractor and the interconnection or similar agreement with the Utility. This Agreement is effective
as of the Effective Date and Purchaser's failure to enable Seller to provide the electric energy by preventing it from
installing the System or otherwise not performing shall not excuse Purchaser's obligations to make payments that
otherwise would have been due under this Agreement.
b. Additional Terms. If Purchaser has not exercised its option to purchase the System by the end of the Initial Term,
either Party may give the other Party written notice of its desire to extend this Agreement on the terms and
conditions set forth herein for the number and length of additional periods specified in Exhibit I (each an
"Additional Term"). Such notice shall be given, if at all, not more than one hundred twenty (120) and not less than
sixty (60) days before the last day of the Initial Term or the then current Additional Term, as applicable. The Party
receiving the notice requesting an Additional Term shall respond positively or negatively to that request in writing
within thirty (30) days after receipt of the request. Failure to respond within such thirty (30) day period shall be
deemed a reiection of the offer for an Additional Term. If both Parties agree to an Additional Term, the Additional
Term shall begin immediately upon the conclusion of the Initial Term or the then current term on the same terms
and conditions as set forth in this Agreement. If the Party receiving the request for an Additional Term rejects or is
deemed to reject the first Party's offer, this Agreement shall terminate at the end of the Initial Term (if the same has
not been extended) or the then current Additional Term.
4. Billing and Pavment.
a. Monthly Charges. Purchaser shall pay Seller monthly for the electric energy generated by the System and
delivered to the Delivery Point at the $/kWh rate shown in Exhibit I (the "Contract Price"). The monthly payment
for such energy will be equal to the applicable $/kWh rate multiplied by the number of kWh of energy generated
during the applicable month, as measured by the System meter. ,
b. Monthlv Invoices. Seller shall invoice Purchaser monthly, either manually or through ACH. Such monthly
invoices shall state (i) the amount of electric energy produced by the System and delivered to the Delivery Point, (ii)
the rates applicable to, and charges incurred by, Purchaser under this Agreement and (iii) the total amount due from
Purchaser.
c. Taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation, sale, delivery
or consumption of electric energy produced by the System or the interconnection of the System to the Utility's
electric distribution system, including property taxes on the System; provided, however, Purchaser will not be
required to pay or reimburse Seller for any taxes during periods when Seller fails to deliver electric energy to
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 106
Purchaser for reasons other than Force Majeure. For purposes of this Section 4(c), "Taxes" means any federal, state
and local ad- valorem; property; -vilere, sales,
other taxes, regulatory fees, surcharges or other similar charges, but shall not include any income taxes or similar
taxes imposed on Seller's revenues due to the sale of energy under this Agreement, which shall be Seller's
responsibility.
d. Payment Terms. All amounts due under this Agreement shall be due and payable net twenty (20) days from receipt
of invoice. Any undisputed portion of the invoice amount not paid within the twenty (20) day period shall accrue
interest at the annual rate of two and one-half percent (2.5%) over the Prime Rate (but not to exceed the maximum
rate permitted by law).
5. Environmental Attributes and Environmental Incentives.
Unless otherwise specified on Exhibit I, Seller is the owner of all Environmental Attributes and Environmental Incentives
and is entitled to the benefit of all Tax Credits, and Purchaser's purchase of electricity under this Agreement does not include
Environmental Attributes, Environmental Incentives or the right to Tax Credits or any other attributes of ownership and
operation of the System, all of which shall be retained by Seller. Purchaser shall cooperate with Seller in obtaining, securing
and transferring all Environmental Attributes and Environmental Incentives and the benefit of all Tax Credits, including by
using the electric energy generated by the System in a manner necessary to qualify for such available Environmental
Attributes, Environmental Incentives and Tax Credits. Purchaser shall not be obligated to incur any out-0f--pocket costs or
expenses in connection with such actions unless reimbursed by Seller. If any Environmental Incentives are paid directly to
Purchaser, Purchaser shall immediately pay such amounts over to Seller. To avoid any conflicts with fair trade rules
regarding claims of solar or renewable energy use, Purchaser, if engaged in commerce and/or trade, shall submit to Seller for
approval any press releases regarding Purchaser's use of solar or renewable energy and shall not submit for publication any
such releases without the written approval of Seller. Approval shall not be unreasonably withheld, and Seller's review and
approval shall be made in a timely manner to permit Purchaser's timely publication.
"Environmental Attributes" means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever
entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventional
energy generation, including (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx),
nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2),
methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases
(GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,
to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; and (3) the
reporting rights related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits.
Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with
federal or state law, if applicable, and to a federal or state agency or any other party, and include Green Tag Reporting Rights
accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law,
regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not include
Environmental Incentives and Tax Credits. Purchaser and Seller shall file all tax returns in a manner consistent with this
Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credits,
renewable energy credits or certificates, emissions reduction credits, investment credits, emissions allowances, green tags,
tradeable renewable credits and Green-e® products.
"Environmental Incentives" means any and credits, rebates, subsidies, payments or other incentives that relate to self-
generation of electricity, the use of technology incorporated into the System, environmental benefits of using the System, or
other similar programs available from the Utility, any other regulated entity, the manufacturer of any part of the System or
any Governmental Authority.
"Governmental Authority" means any national, state or local government (whether domestic or foreign), any political
subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority,
body, agency, bureau or entity (including the Federal Energy Regulatory Commission or the California Public Utilities
Commission), or any arbitrator with authority to bind, a party at law.
"Tax Credits" means any and all (i) investment tax credits, (ii) production tax credits and (iii) similar tax credits or grants
under federal, state or local law relating to the construction, ownership or production of energy from the System.
Conditions to Obligations.
a. Conditions to Seller's Obligations.
Power Purchase Aereement Commercial Working Version (CA/CO/OR) 1 07
Seller's obligations under this Agreement'are conditioned on the completion of the following conditions to Seller's
Completion of a physical inspection of the Facility and the property upon which the Facility is located (the
"Premises") including, if applicable, geotechnical work, and real estate due diligence to confirm the
suitability of the Facility and the Premises for the System;
ii. Approval of (A) this Agreement and (B) the Construction Agreement (if any) for the System by Seller's
Financing Parties. "Construction Agreement" as used in this subsection means an agreement between
SolarCity and a subcontractor to install the System;
iii. Confirmation that Seller will obtain all applicable Environmental Incentives and Tax Credits;
iv. Receipt of all necessary zoning, land use and building permits;
V. Execution of all necessary agreements with the Utility for interconnection of the System to the Utility's
electric distribution system; and
vi. Prior to Seller commencing construction and installation of the System, Purchaser shall give Seller proof of
insurance for all insurance required to be maintained by Purchaser under this Agreement.
b. Conditions to Purchaser's Obligations.
Purchaser's obligations under this Agreement are conditioned on the occurrence of the Commercial
Operation Date for the System on or before the Outside Commercial Operation Date (See Exhibit 1).
C. Failure of Conditions.
If any of the conditions listed in subsections a or b above are not satisfied by the applicable dates specified in those
subsections, the Parties will attempt in good faith to negotiate new dates for the satisfaction of the failed conditions. If the
parties are unable to negotiate new dates then the Party that has not failed to meet an obligation may terminate this
Agreement upon ten (10) days written notice to the other Party without liability for costs or damages or triggering a default
under this Agreement.
Seller's Rights and Obligations.
a. Permits and Approvals. Seller, with Purchaser's reasonable cooperation, shall use commercially reasonable efforts
to obtain, at its sole cost and expense:
i. any zoning, land use and building permits required to construct,. install and operate the System; and
ii. any agreements and approvals from the Utility necessary in order to interconnect the System to the Utility's
electric distribution system.
Purchaser shall cooperate with Seller's reasonable requests to assist Seller in obtaining such agreements, permits and
approvals.
b. Standard Svstem Repair and Maintenance. Seller shall construct and install the System at the Facility. During
the Term, Seller will operate and perform all routine and emergency repairs to, and maintenance of, the System at its
sole cost and expense, except for any repairs or maintenance resulting from Purchaser's negligence, willful
misconduct or breach of this Agreement or the Site Lease (if applicable). Seller shall not be responsible for any
work done by others on any part of the System unless Seller authorizes that work in advance in writing. Seller shall
not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental
controls or improper operation or maintenance of the System by anyone other than Seller or Seller's contractors. If
the System requires repairs for which Seller is not responsible, Purchaser shall pay Seller for diagnosing and
correcting the problem at Seller or Seller's contractors' then current standard rates. Seller shall provide Purchaser
with reasonable notice prior to accessing the Facility to make standard repairs.
C. Non-Standard System Repair and Maintenance. If Seller incurs incremental costs to maintain the System due to
conditions at the Facility or due to the inaccuracy of any information provided by Purchaser and relied upon by
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 108
Seller, the pricing, schedule and other terms of this Agreement will be equitably adjusted to compensate for any
negotiate such equitable adjustment in good faith.
d. Breakdown Notice. Seller shall notify Purchaser within twenty-four (24) hours following Seller's discovery of (i)
any material malfunction in the operation of the System or (ii) an interruption in the supply of electrical energy from
the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may
provide notice of such conditions requiring Seller's repair or alteration at all times, twenty-four (24) hours per day,
including weekends and holidays. Purchaser shall notify Seller immediately upon the discovery of an emergency
condition affecting the System.
e. Suspension. Notwithstanding anything to the contrary herein, Seller shall be entitled to suspend delivery of
electricity from the System to the Delivery Point for the purpose of maintaining and repairing the System and such
suspension of service shall not constitute a breach of this Agreement; provided, that Seller shall use commercially
reasonable efforts to minimize any interruption in service to the Purchaser.
I. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform
its obligations under this Agreement. However, Seller shall continue to be responsible for the quality of the work
performed by its contractors and subcontractors. If a list of pre-approved contractors and subcontractors is desired,
such list shall be scheduled on an appendix to this Exhibit. All contractors and subcontractors, other than those that
may be scheduled on an appendix to this Exhibit, shall be subject to Purchaser's prior written consent, not to be
unreasonably withheld.
g. Liens and Pavment of Contractors and Suppliers. Seller shall pay when due all valid charges from all
contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep
the Facility free and clear of any liens related to such charges, except for those liens which Seller is permitted by law
to place on the Facility following non-payment by Purchaser of amounts due under this Agreement. Seller shall
indemnify Purchaser for all claims, losses, damages, liabilities and expenses resulting from any liens filed against
the Facility or the Premises in connection with such charges; provided, however, that Seller shall have the right to
contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either
remove such lien from title to the Facility and the Premises or that assure that any adverse judgment with respect to
- such lien will be paid without affecting title to the Facility and the Premises.
h. No Warranty. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LMTATION WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE
OF TRADE SHALL APPLY. The remedies set forth in this Agreement shall be Purchaser's sole and exclusive
remedies for any claim or liability arising out of or in connection with this Agreement, whether arising in contract,
tort (including negligence), strict liability or otherwise. The Limited Warranty SolarCity will provide Purchaser
with is a separate contract from this Agreement. No rights provided to Purchaser by the Limited Warranty may be
asserted under this Agreement. No warranty is made in this Agreement. Therefore, any warranty claim must be
made independently of this Agreement and will not affect Purchaser's obligations under this Agreement.
8. Purchaser's Rights and Obligations.
a. Facilitv Access Rights. Purchaser grants to Seller and to Seller's agents, employees and contractors an irrevocable
non-exclusive license running with the Premises (the "License") for access to, on, over, under and across the
Premises as more particularly described in Exhibit A to Exhibit 3 (the "License Area") for the purposes of (a)
installing, constructing operating, owning, maintaining, accessing, removing and replacing the System; (b)
performing all of Seller's obligations and enforcing all of Seller's rights set forth in this Agreement; and (c)
installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to
interconnect the System to Purchaser's electric system at the Facility and/or to the Utility's electric distribution
system or that otherwise may from time to time be useful or necessary in connection with the construction,
installation, operation, maintenance or repair of the System. Seller shall notify Purchaser prior to entering the
Facility except in situations where there is imminent risk of damage to persons or property. The term of the License
shall continue until the date that is one hundred and twenty (120) days following the date of expiration or
termination of this Agreement (the "License Term"). During the License Term, Purchaser shall ensure that Seller's
rights under the License and Seller's access to the License Area are preserved and protected and shall not interfere
with or permit any third parties to interfere with such rights or access. The grant of the License shall survive
termination of this agreement by either Party. Purchaser agrees that Seller may record a memorandum of license in
substantially the same form attached hereto as Exhibit 3 in the land records respecting the License.
Power Purchase Agreement Commercial Working Version (CA/COlOR) 109
b. OSHA Compliance. Both parties shall ensure that all Occupational Safety and Health Act (OSHA) requirements
c. Maintenance of Facility. Purchaser shall, at its sole cost and expense, maintain the Facility in good condition and
repair. Purchaser will ensure that the Facility remains interconnected to the local utility grid at all times and will not
permit cessation of electric service to the Facility from the local utility. Purchaser is fully responsible for the
maintenance and repair of the Facility's electrical system and of all of Purchaser's equipment that utilizes the
System's outputs. Purchaser shall properly maintain in full working order all of Purchaser's electric supply or
generation equipment that Purchaser may shut down while utilizing the System. Purchaser shall promptly notify
Seller of any matters of which it is aware pertaining to any damage to or loss of use of the System or that could
reasonably be expected to adversely affect the System.
d. No Alteration of Facility. Purchaser shall not make any alterations or repairs to the Facility which may adversely
affect the operation and maintenance of the System without Seller's prior written consent. If Purchaser wishes to
make such alterations or repairs, Purchaser shall give prior written notice to Seller, setting forth the work to be
undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the
opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System,
but, notwithstanding any such advice, Purchaser shall be responsible for all damage to the System caused by
Purchaser or its contractors. To the extent that temporary disconnection or removal of the System is necessary to
perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser's
alterations and repairs, shall be done by Seller or its contractors at Purchaser's cost. All of Purchaser's alterations
and repairs will be done in a good and workmanlike manner and in compliance with all applicable laws, codes and
permits.
e. Outages. Purchaser shall be permitted to be off line for two (2) full twenty-four (24) hour days (each, a
"Scheduled Outage") per calendar year during the Term, during which days Purchaser shall not be obligated to
accept or pay for electricity from the System; provided, however, that Purchaser must notify Seller in writing of
each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of a Scheduled Outage.
In the event that Scheduled Outages exceed two (2) days per calendar year or there are unscheduled outages, in each
case for a reason other than a Force Majeure event, Seller shall reasonably estimate the amount of electricity that
would have been delivered to Purchaser during such excess Scheduled Outages or unscheduled outages and shall
invoice Purchaser for such amount in accordance with Section 4.
f. Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or allow to exist any mortgage, pledge,
lien, charge, security interest, encumbrance or other claim of any nature on or with respect to the System or any
interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage, pledge,
lien, charge, security interest, encumbrance or other claim, shall promptly cause the same to be discharged and
released of record without cost to Seller, and shall indemnify Seller against all costs and expenses (including
reasonable attorneys' fees) incurred in discharging and releasing any such mortgage, pledge, lien, charge, security
interest, encumbrance or other claim.
g. Securitv. Purchaser shall be responsible for maintaining the physical security of the Facility and the System. .
Purchaser will not conduct activities on, in or about the License Area or the Facility that have a reasonable
likelihood of causing damage, impairment or otherwise adversely affecting the System. .
It. Insulation. Purchaser understands that unobstructed access to sunlight ("Insolation") is essential to Seller's
performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and,
where possible, shall not in any way permit any interference with the System's Insolation. If Purchaser becomes
aware of any activity or condition that could diminish the Insulation of the System, Purchaser shall notify Seller
immediately and shall cooperate with Seller in preserving the System's existing Insolation levels. The Parties agree
that reducing Insolation would irreparably injure Seller, that such injury may not be adequately compensated by an
award of money damages, and that Seller is entitled to seek specific enforcement of this Section 8(h) against-
Purchaser.
Data Line. Purchaser shall provide Seller a high speed internet data line during the Term to enable Seller to record
the electric energy generated by the System. If Purchaser fails to provide such high speed internet data line, or if
such line ceases to function and is not repaired, Seller may reasonably estimate the amount of electric energy that
was generated and invoice Purchaser for such amount in accordance with Section 4.
j. Breakdown Notice. Purchaser shall notify Seller within twenty-four (24) hours following the discovery by it of (A)
any material malfunction in the operation of the System; or (B) any occurrences that could reasonably be expected
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 110
to adversely affect the System. Purchaser shall notify Seller immediately upon (A) an interruption in the supply of
and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such
conditions requiring Seller's repair or alteration at all times, twenty-four (24) hours per day, including weekends and
holidays.
9. Chance in Law.
"Change in Law" means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any
applicable law or regulation; (ii) the imposition of any material conditions on the issuance or renewal of any applicable
permit after the Effective Date of this Agreement (notwithstanding the general requirements contained in any applicable
Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar
legislation), or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority which in the case
of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or
maintaining the System, or other performance of the Seller's obligations hereunder and which has a material adverse effect
on the cost to Seller of performing such obligations; provided, that a change in federal, state, county or any other tax law after
the Effective Date of this Agreement shall not be a Change in Law pursuant to this Agreement.
If any Change in Law occurs that has a material adverse effect on the cost to Seller of performing its obligations under this
Agreement, then the Parties shall, within thirty (30) days following receipt by Purchaser from Seller of notice of such Change
in Law, meet and attempt in good faith to negotiate amendments to this Agreement as are reasonably necessary to preserve
the economic value of this Agreement to both Parties. If the Parties are unable to agree upon such amendments within such
thirty (30) day period, then Seller shall have the right to terminate this Agreement without further liability to either Party
except with respect to payment of amounts accrued prior to termination.
10. Relocation of Svstem.
If Purchaser ceases to conduct business operations at and/or vacates the Facility or is prevented from operating the System at
the Facility prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable
substitute premises located within the same Utility district as the terminated System or in a location with similar Utility rates
and Insolation. Purchaser shall provide written notice at least sixty (60) days but not more than one hundred eighty (180)
days prior to the date that it wants to make this substitution. In connection with such substitution, Purchaser shall execute an
amended agreement that shall have all of the same terms as this Agreement except for the (i) Effective Date; (ii) License,
which will be amended to grant rights in the real property where the System relocated to; and (iii) Term, which will be the
remainder of the Term of this Agreement and such amended agreement shall be deemed to be a continuation of this
Agreement without termination. Purchaser shall also provide any new Purchaser, owner, lessor or mortgagee consents or
releases required by Seller or Seller's Financing Parties in connection with the substitute facility. Purchaser shall pay all
costs associated with relocation of the System, including all costs and expenses incurred by or on behalf of Seller in
connection with removal of the System from the Facility and installation and testing of the System at the substitute facility
and all applicable interconnection fees and expenses at the substitute facility, as well as costs of new title search and other
out-of-pocket expenses connected to preserving and refiling the security interests of Seller's Financing Parties in the System.
Seller shall remove the System from the vacated Facility prior to the termination of Purchaser's ownership, lease or other
rights to use such Facility. Seller will not be required to restore the Facility to its prior condition but shall promptly pay
Purchaser for any damage caused by Seller during removal of the System, but not for normal wear and tear. If the substitute
facility has inferior Insolation as compared to the original Facility, Seller shall have the right to make an adjustment to
Exhibit 1 such that Purchaser's payments to Seller are the same as if the System were located at the original Facility. If
Purchaser is unable to provide such substitute facility and to relocate the System as provided, any early termination will be
treated as a default by Purchaser.
]1. Removal of Svstem at Expiration.
Upon the expiration or earlier termination of this Agreement (provided Purchaser does not exercise its purchase option),
Seller shall, at its expense, remove all of its tangible property comprising the System from the Facility on a mutually
convenient date, but in no event later than ninety (90) days after the expiration of the Term. Excluding ordinary wear and
tear, the Facility shall be returned to its original condition including the removal of System mounting pads or other support
structures. In no case shall Seller's removal of the System affect the integrity of Purchaser's roof, which shall be as leak
proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Seller shall
leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by
such agreed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore
the Facility to its original condition (other than ordinary wear and tear) at Seller's cost. Purchaser shall provide sufficient
Power Purchase Agreement Commercial Working Version (CA/CO/OR)
space for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew
12. Measurement.
Electricity delivered to the Facility shall be measured by the SolarGuard monitoring system installed and maintained by
Seller as part of the System.
13. Default, Remedies and Damams.
a. Default. Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances
listed below shall be deemed a "Defaulting Party" and each event of default shall be a "Default Event":
(1) failure of a Party to pay any amount due and payable under this Agreement, other than an amount
that is subject to a good faith dispute, within ten (10) days following receipt of written notice from
the other Party (the "Non-Defaulting Party") of such failure to pay ("Payment Default");
(2) failure of a Party to substantially perform any other material obligation under this Agreement
within thirty (30) days following receipt of written notice from the Non-Defaulting Party
demanding such cure; provided, that such thirty (30) day cure period shall be extended (but not
beyond ninety (90) days) if and to the extent reasonably necessary to cure the Default Event, if (i)
the Defaulting Party initiates such cure with the thirty (30) day period and continues such cure to
completion and (ii) there is no material adverse affect on the Non-Defaulting Party resulting from
the failure to cure the Default Event;
(3) if any representation or warranty of a Party proves at any time to have been incorrect in any
material respect when made and is material to the transactions contemplated hereby, if the effect
of such incorrectness is not cured within thirty (30) days following receipt of written notice from
the Non-Defaulting Party demanding such cure;
(4) Purchaser loses its rights to occupy and enjoy the Premises;
(5) a Party, or its guarantor, becomes insolvent or is a party to a bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general
assignment for the benefit of creditors or other similar arrangement or any event occurs or
proceedings are taken in any jurisdiction with respect to the Party which has a similar effect; or
(6) Purchaser prevents Seller from installing the System or otherwise failing to perform in a way that
prevents the delivery of electric energy from the System. Such Default Event shall not excuse
Purchaser's obligations to make payments that otherwise would have been due under this
Agreement.
b. Remedies
(1) Remedies for Payment Default. If a Payment Default occurs, the Non-Defaulting Party may
suspend performance of its obligations under this Agreement. Further, the Non-Defaulting Party
may pursue any remedy under this Agreement, at law or in equity, including an action for damages
and termination of this Agreement, upon five (5) days prior written notice to the Defaulting Party
following the Payment Default.
(2) Remedies for Other Defaults. On the occurrence of a Default Event other than a Payment Default,
the Non-Defaulting Party may pursue any remedy under this Agreement, at law or in equity,
including an action for damages and termination of this Agreement or suspension of performance
of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting
Party following the occurrence of the Default Event. Nothing herein shall limit either Party's right
to collect damages upon the occurrence of a breach or a default by the other Party that does not
become a Default Event. If Purchaser terminates this contract without cause prior to System
Installation a $5,000 design cancellation fee shall also apply in addition to any other remedy
available to Seller.
Power Purchase Agreement Commercial Working Version (CA/CO/OR)
(3) Damages Upon Termination by Default. Upon a termination of this Agreement by the Non-
Defaulting Party as -the Defauhing-Party;-fhe-De€auking-P-arty-shalI
pay a Termination Payment to the Non-Defaulting Party determined as follows (the "Termination
Payment"):
A. Purchaser. If Purchaser is the Defaulting Party and Seller terminates this Agreement, the
Termination Payment to Seller shall be equal to the sum of (i) the termination value set
forth in Exhibit I (the "Termination Value") for such Contract Year, (ii) removal costs
as provided in Section 13(b)(3)(C) and (iii) any and all other amounts previously accrued
under this Agreement and then owed by Purchaser to Seller. The Parties agree that actual
damages to Seller in the event this Agreement terminates prior to the expiration of the
Term as the result of an Default Event by Purchaser would be difficult to ascertain, and
the applicable Termination Value set forth in Exhibit I is a reasonable approximation of
the damages suffered by Seller as a result of early termination of this Agreement. The
Termination Payment shall not be less than zero.
Seller. If Seller is the Defaulting Party and Purchaser terminates this Agreement, the
Termination Payment to Purchaser shall be equal to the sum of (i) the present value
(using a discount rate of 9.5%) of the excess, if any, of the reasonably expected cost of
electric energy from the Utility over the Contract Price for the reasonably expected
production of the System for the remainder of the Initial Term or the then current
Additional Term, as applicable; (ii) all costs reasonably incurred by Purchaser in re-
converting its electric supply to service from the Utility; (iii) any removal costs incurred
by Purchaser, and (iv) any and all other amounts previously accrued under this
Agreement and then owed by Seller to Purchaser. The Termination Payment shall not be
less than zero.
C. Obligations Following Termination. If a Non-Defaulting Party terminates this
Agreement pursuant to this Section 13(b), then following such termination, Seller shall,
at the sole cost and expense of the Defaulting Party, remove the equipment (except for
mounting pads and support structures) constituting the System. The Non-Defaulting
Party shall take all commercially reasonable efforts to mitigate its damages as the result
of a Default Event.
14. Representations and Warranties.
a. General Representations and Warranties. Each Parry represents and warrants to the other the following:
(1) Such Party is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation; the execution, delivery and performance by such Party of this
Agreement have been duly authorized by all necessary corporate, partnership or limited liability
company action, as applicable, and do not and shall not violate any law; and this Agreement is
valid obligation of such Party, enforceable against such Party in accordance with its terms (except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to creditors' rights generally).
(2) Such Party has obtained all licenses, authorizations, consents and approvals required by any
Governmental Authority or other third party and necessary for such Parry to own its assets, carry
on its business and to execute and deliver this Agreement; and such Party is in compliance with all
laws that relate to this Agreement in all material respects.
b. Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller the following:
(1) License. Purchaser has the full right, power and authority to grant the License contained in
Section 8(a). Such grant of the License does not violate any law, ordinance, rule or other
governmental restriction applicable to Purchaser or the Facility and is not inconsistent with and
will not result in a breach or default under any agreement by which Purchaser is bound or that
affects the Facility.
(2) Other Agreements. Neither the execution and delivery of this Agreement by Purchaser nor the
performance by Purchaser of any of its obligations under this Agreement conflicts with or will
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 113
result in a breach or default under any agreement or obligation to which Purchaser is a party or by
(3) Accuracv of Information. All information provided by Purchaser to Seller, as it pertains to the
Facility's physical configuration, Purchaser's planned use of the Facility, and Purchaser's
estimated electricity requirements, is accurate in all material respects.
(4) Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not
subject to regulation as a public utility or a public utility holding company.
(5) No Pool Use. No electricity generated by the System will be used to heat a swimming pool.
(6) Oregon Only: The electricity generated by the System will be used solely for commercial and
business purposes. No portion of the electricity generated will be used for personal, family,
household or agricultural purposes.
15. Svstem and Facilitv Damage and Insurance.
a. Svstem and Facility Damage.
(1) Seller's Obligations. If the System is damaged or destroyed other than by Purchaser's gross
negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre-
existing condition; provided, however that if more than fifty percent (50%) of the System is
destroyed during the last five (5) years of the Initial Term or during any Additional Term, Seller
shall not be required to restore the System, but may instead terminate this Agreement, unless
Purchaser agrees (i) to pay for the cost of such restoration of the System or (ii) to purchase the
System "AS-IS" at the greater of (A) then current fair market value of the System and (B) the sum
of the amounts described in Section 13.b(3)A)(i) (using the date of purchase to determine the
appropriate Contract Year) and Section 13.b(3)A)(iii).
(2) Purchaser's Obligations. If the Facility is damaged or destroyed by casualty of any kind or any
other occurrence other than Seller's gross negligence or willful misconduct, such that the
operation of the System and/or Purchaser's ability to accept the electric energy produced by the
System are materially impaired or prevented, Purchaser shall promptly repair and restore the
Facility to its pre-existing condition; provided, however, that if more than 50% of the Facility is
destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser
may elect either (i) to restore the Facility or (ii) to pay the Termination Value set forth in Exhibit
1 and all other costs previously accrued but unpaid under this Agreement and thereupon terminate
this Agreement.
b. Insurance Coverage. At all times during the Term, Seller and Purchaser shall maintain the following insurance:
Seller's Insurance. Seller shall maintain (i) property insurance on the System for the replacement cost
thereof, (ii) comprehensive general liability insurance with coverage of at least $1,000,000 per occurrence
and $2,000,000 annual aggregate, (iii) employer's liability insurance with coverage of at least $1,000,000
and (iv) worker's compensation insurance as required by law.
ii. Purchaser's Insurance. Purchaser shall maintain (i) comprehensive general liability insurance with coverage
of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (ii) employer's liability insurance
with coverage of at least $1,000,000 and (iii) worker's compensation insurance as required by law.
C. Policv Provisions. All insurance policies provided hereunder shall (i) contain a provision whereby the insurer
agrees to give the party not providing the insurance thirty (30) days (ten (10) days in the event of non-payment of
premiums) written notice before the insurance is cancelled, terminated or materially altered, (ii) be written on an
occurrence basis, (iii) with respect to the liability insurance policies, include the other Party as an additional insured
as its interest may appear, (iv) include waivers of subrogation, (v) provide for primary coverage without right of
contribution from any insurance of the other Party, and (vi) be maintained with companies either rated no less than
I A- as to Policy Holder's Rating in the current edition of Best's Insurance Guide or otherwise reasonably acceptable
to the other party.
Power Purchase Agreement Commercial Working Version (CA/CO/OR)
d. Certificates. Within thirty (30) days after execution of this Agreement and upon the other Party's request and
coverage. A Party's receipt, review or acceptance of such certificate shall in no way limit or relieve the other Party
of the duties and responsibilities to maintain insurance as set forth in this Agreement.
e. Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each
Party shall be responsible for the payment of its own deductibles.
16. Ownership; Option to Purchase.
a. Ownership of System. Throughout the Term, Seller shall be the legal and beneficial owner of the System at all
times, including all Environmental Attributes, and the System shall remain the personal property of Seller and shall
not attach to or be deemed a part of, or fixture to, the Facility or the Premises. Each of the Seller and Purchaser
agree that the Seller is the tax owner of the System and all tax filings and reports will be filed in a manner consistent
with this Agreement. The System shall at all times retain the legal status of personal property as defined under
Article 9 of the Uniform Commercial Code. Purchaser covenants that it will use commercially reasonable efforts to
place all parties having an interest in or a mortgage, pledge, lien, charge, security interest, encumbrance or other
claim of any nature on the Facility or the Premises on notice of the ownership of the System and the legal status or
classification of the System as personal property. If there is any mortgage or fixture filing against the Premises
which could reasonably be construed as prospectively attaching to the System as a fixture of the Premises, Purchaser
shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Premises, Purchaser
consents to the filing of a disclaimer of the System as a fixture of the Premises in the office where real estate records
are customarily filed in the jurisdiction where the Facility is located. If Purchaser is not the fee owner, Purchaser
will obtain such consent from such owner. Purchaser agrees to deliver to Seller a non-disturbance agreement in a
form reasonably acceptable to Seller from the owner of the Facility (if the Facility is leased by Purchaser), any
mortgagee with a lien on the Premises, and other Persons holding a similar interest in the Premises.
b. Option to Purchase. At the end of the sixth (6th) and tenth (10th) Contract Years and at the end of the Initial Term
and each Additional Term, so long as Purchaser is not in default under this Agreement, Purchaser may purchase the
System from Seller on any such date for a purchase price equal to (i) with respect to an option exercised at the end
of the sixth (6th) or tenth (10th) Contract Years the greater of (A) the amount set forth at such time in the Purchase
Option Price schedule in Exhibit I and (B) the Fair Market Value of the System, and (ii) with respect to an option
exercised at the end of the Term or an Additional Term, the Fair Market Value of the System. The "Fair Market
Value" of the System shall be determined by mutual agreement of Purchaser and Seller; provided, however if
Purchaser and Seller cannot agree to a Fair Market Value within thirty (30) days after Purchaser has exercised its
option, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the
solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably
and in good faith to determine the Fair Market Value of the System on an installed basis and shall set forth such
determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding
upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be bome by the Parties
equally. Purchaser must provide a notification to Seller of its intent to purchase at least ninety (90) days and not
more than one hundred eighty (180) days prior to the end of the applicable Contract Year or the Initial Term or
Additional Term, as applicable, and the purchase shall be complete prior to the end of the applicable Contract Year
or the Initial Term or Additional Term, as applicable. Upon purchase of the System, Purchaser will assume
complete responsibility for the operation and maintenance of the System and liability for the performance of the
System, and Seller shall have no further liabilities or obligations hereunder.
17. Indemnification and Limitations of Liabilitv.
a. General. Each Party (the "Iudemnifying Party") shall defend, indemnify and hold harmless the other Party and the
directors, officers, shareholders, partners, members, agents and employees of such other Party, and the respective
affiliates of each thereof (collectively, the "Indemnified Parties"), from and against all loss, damage, expense,
liability and other claims, including court costs and reasonable attorneys' fees (collectively, "Liabilities") resulting
from any third party actions relating to the breach of any representation or warranty set forth in Section 14 and from
injury to or death of persons, and damage to or loss of property to the extent caused by or arising out of the negligent
acts or omissions of, or the willful misconduct of, the Indemnifying Party (or its contractors, agents or employees) in
connection with this Agreement; provided, however, that nothing herein shall require the Indemnifying Party to
indemnify the Indemnified Party for any Liabilities to the extent caused by or arising out of the negligent acts or
omissions of, or the willful misconduct of, the Indemnified Party. This Section 17(a) however, shall not apply to
liability arising from any form of hazardous substances or other environmental contamination, such matters being
addressed exclusively by Section 17(c).
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 115
b. Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written
information of any possible Claim or of the commencement of such Claim.- The Indemnifying Party may assume the
defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and
reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if
both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available
to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys' fees incurred by such
separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the
sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to
assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this
Section 17(b) unless it has obtained the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 17(b) for any
Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party.
C. Environmental Indemnification. Seller shall indemnify, defend and hold harmless all of Purchaser's Indemnified
Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the
License Area of any Hazardous Substance (as defined in Section 17(c)(i)) to the extent deposited, spilled or
otherwise caused by Seller or any of its contractors or agents. Purchaser shall indemnify, defend and hold harmless
all of Seller's Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on,
above, below or near the Premises of any Hazardous Substance, except to the extent deposited, spilled or otherwise
caused by Seller or any of its contractors or agents. Each Party shall promptly notify the other Party if it becomes
aware of any Hazardous Substance on or about the License Area or the Premises generally or any deposit, spill or
release of any Hazardous Substance.
"Hazardous Substance" means any chemical; waste or other substance (a) which now or hereafter
becomes defined as or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances,"
"toxic pollutants," "pollution," "pollutants," "regulated substances," or words of similar import under any
laws pertaining to the environment, health, safety or welfare, (b) which is declared to be hazardous, toxic,
or polluting by any Governmental Authority, (c) exposure to which is now or hereafter prohibited, limited
or regulated by any Governmental Authority, (d) the storage, use, handling, disposal or release of which is
restricted or regulated by any Governmental Authority, or (e) for which remediation or cleanup is required
by any Governmental Authority.
d. Limitations on Liabilitv.
i. No Consequential Damaees. Neither Party nor its directors, officers, shareholders, partners, members,
agents and employees subcontractors or suppliers shall be liable for any indirect, special, incidental,
exemplary, or consequential loss or damage of any nature arising out of their performance or non-
performance hereunder even if advised of such.
ii. Actual Damaees. Seller's aggregate liability under this Agreement arising out of or in connection with the
performance or non-performance of this Agreement shall not exceed the lesser of (A) the total payments
made by Purchaser under this Agreement as of the date that the events that first gave rise to such liability
occurred; and (B) the total of the prior twelve (12) monthly payments preceding the date that the events that
first gave rise to such liability occurred. The provisions of this Section (17)(d)(ii) shall apply whether such
liability arises in contract, tort (including negligence), strict liability or otherwise. Any action against
Seller must be brought within one (1) year after the cause of action accrues.
18. Force Majeure.
a. "Force Majeure" means any event or circumstances beyond the reasonable control of and without the fault or
negligence of the Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the
production, delivery or acceptance of electricity due to: an act of god; war (declared or undeclared); sabotage; riot;
insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil
strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of
the elements; hurricane; flood; lightning; wind; drought; the binding order of any Governmental Authority (provided
that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any
Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability
of electricity from the utility grid, equipment, supplies or products (but not to the extent that any such availability of
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 116
any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable
b. Except as otherwise expressly provided to the contrary in this Agreement, if either Party is rendered wholly or partly
unable to timely perform its obligations under this Agreement because of a Force Majeure event, that Parry shall be
excused from the performance affected by the Force Majeure event (but only to the extent so affected) and the time
for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party
affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence
of the claimed Force Majeure event, gives the other Party prompt oral notice, followed by a written notice
reasonably describing the event; (ii) the suspension of or extension of time for performance is of no greater scope
and of no longer duration than is required by the Force Majeure event; and (iii) the Party affected by such Force
Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably
possible. Seller shall not be liable for any damage to the System or the Facility resulting from a Force Majeure
event. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure
event.
C. Notwithstanding anything herein to the contrary, the obligation to make any payment due under this Agreement
shall not be excused by a Force Majeure event. ,
d. If a Force Majeure event continues for a period of one hundred (180) days or more within a twelve (12) month
period and prevents a material part of the performance by a Party hereunder, the Party not claiming the Force
Majeure shall have the right to terminate this Agreement without fault or further liability to either Party (except for
amounts accrued but unpaid).
19. Assignment and Financing.
a. Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written
consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, Seller may, without the prior written consent of Purchaser, (i) assign, mortgage, pledge or otherwise
collaterally assign its interests in this Agreement to any Financing Party, (ii) directly or indirectly assign this
Agreement to an affiliate of Seller, (iii) assign this Agreement to any entity through which Seller is obtaining
financing or capital for the System and (iv) assign this Agreement to any person succeeding to all or substantially all
of the assets of Seller (provided that Seller shall be released from liability hereunder as a result of any of the
foregoing permitted assignments only upon assumption of Seller's obligations hereunder by the assignee).
Purchaser's consent to any other assignment shall not be unreasonably withheld if Purchaser has been provided with
reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining
photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by
this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by
this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the
benefit of the successors and permitted assignees.
b. Financing. The Parties acknowledge that Seller may obtain construction and long-term financing or other credit
support from lenders or third parties ("Financing Parties") in connection with the installation, construction,
ownership, operation and maintenance of the System. Both Parties agree in good faith to consider and to negotiate
changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that
such changes do not alter the fundamental economic terms of this Agreement. The Parties also agree that Seller may
assign this Agreement to the Financing Parties as collateral, and in connection with any such assignment, Purchaser
agrees to execute a consent to assignment in customary form and reasonably acceptable to the Financing Parties.
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 117
20. Confidentialitv and Publicity.
a. Confidentiality. If either Party provides confidential information, including business plans, strategies, financial
information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information
regarding the design, operation and maintenance of the System or of Purchaser's business ("Confidential
Information") to the other or, if in the course of performing under this Agreement or negotiating this Agreement a
Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a)
protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own
confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the
negotiation and performance of this Agreement. Notwithstanding the above, a Party may provide such Confidential
Information to its, officers, directors, members, managers, employees, agents, contractors and consultants
(collectively, "Representatives"), and affiliates, lenders, and potential assignees of this Agreement (provided and
on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and
disclosure of Confidential Information), in each case whose access is reasonably necessary to the negotiation and
performance of this Agreement. Each such recipient of Confidential Information shall be informed by the Party
disclosing Confidential Information of its confidential nature and shall be directed to treat such information
confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to
the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential
Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential
Information for purposes of this Section 20(a). except as set forth in Section 20(b). All Confidential Information
shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the
receiving Party's need for it has expired or upon the request of the disclosing Party. Each Party agrees that the
disclosing Party would be irreparably injured by a breach of this Section 20(a) by the receiving Party or its
Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing
Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific
performance, in the event of a breach of the provision of this Section 20(a). To the fullest extent permitted by
applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 20(a),
but shall be in addition to all other remedies available at law or in equity.
b. Permitted Disclosures. Notwithstanding any other provision in this Agreement, neither Party shall be required to
hold confidential any information that (i) becomes publicly available other than through the receiving Party, (ii) is
required to be disclosed to a Governmental Authority under applicable law or pursuant to a validly issued subpoena
(but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such requirement
to the extent permitted by applicable law), (iii) is independently developed by the receiving Party or (iv) becomes
available to the receiving Party without restriction from a third party under no obligation of confidentiality. If
disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted
by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of such
required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum extent
permitted by law.
21. Goodwill and Publicity. Neither Party shall use any name, trade name, service mark or trademark of the other Party in any
promotional or advertising material without the prior written consent of such other Party. The Parties shall coordinate and
cooperate with each other when making public announcements related to the execution and existence of this Agreement, and
each Party shall have the right to promptly review, comment upon and approve any publicity materials, press releases or
other public statements by the other Party that refer to, or that describe any aspect of, this Agreement. Neither Patty shall
make any press release or public announcement of the specific terms of this Agreement (except for filings or other statements
or releases as may be required by applicable law) without the specific prior written consent of the other Party. Without
limiting the generality of the foregoing, all public statements must accurately reflect the rights and obligations of the Parties
under this Agreement, including the ownership of Environmental Attributes and Environmental Incentives and any related
reporting rights.
22. General Provisions
a. Cboice of Law. The law of the state where the System is located shall govern this Agreement without giving effect
to conflict of laws principles.
b. Arbitration and Attornevs' Fees. Any dispute arising from or relating to this Agreement shall be arbitrated in San
Francisco, California. The arbitration shall be administered by JAMS in accordance with its Comprehensive
Arbitration Rules and Procedures, and judgment on any award may be entered in any court of competent
jurisdiction. If the Parties agree, a mediator may be consulted prior to arbitration. The prevailing party in any
dispute arising out of this Agreement shall be entitled to reasonable attorneys' fees and costs.
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 118
C. Notices. All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile
-"tbvemight-courier~raeguler-oertiFed; c:-registered-mail;-retur~t-receipt~equested,-and-
trerrs electronic
deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised
delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. Notices shall be sent to
the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either
party may specify in writing. Each parry shall deem a document faxed, emailed or electronically sent in PDF form
to it as an original document.
d. Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this
Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section
4 (Representations and Warranties), Section 7(h) (No Warranty), Section 15(b) (Insurance Coverage), Section 17
(Indemnification and Limits of Liability), Section 20 (Confidentiality and Publicity), Section 22(a) (Choice of Law),
Section 22 (b) (Arbitration and Attorneys' Fees), Section 22(c) (Nrotices), Section 22 (e) (Comparative Negligence),
Section 22(h) (Non-Dedication of Facilities), Section 22(i) (Service Contract), Section 22(k) (No Partnership)
Section 22(1) (Full Agreement, Modification, Invalidity, Counterparts, Captions) and Section 22(n) (No Third Party
Beneficiaries).
e. Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any
instruments and documents and to take such other actions as may be necessary or reasonably requested by the other
Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of
obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the
intent of this Agreement.
L Right of Waiver. Each Parry, in its sole discretion, shall have the right to waive, defer or reduce any of the
requirements to which the other Party is subject under this Agreement at any time; provided, however that neither
Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing
and signed by the waiving Party. No waiver will be implied by any usage of trade, course of dealing or course of
performance. A Party's exercise of any rights hereunder shall apply only to such requirements and on such
occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other
obligations not so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a
waiver. No exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of
any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise, or any partial
exercise of, its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or
remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and
shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a waiver of future
performance.
g. Comparative Negligence. It is the intent of the Parties that where negligence is determined to have been joint,
contributory or concurrent, each Party shall bear the proportionate cost of any Liability.
h. Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or
equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the
other Parry, or other Party's facilities or equipment, to the jurisdiction of any Governmental Authority as a public
utility or similar entity. Neither Party shall assert in any proceeding before a court or regulatory body that the other
Party is a public utility by virtue of such other Party's performance under this agreement. If Seller is reasonably
likely to become. subject to regulation as a public utility, then the Parties shall use all reasonable efforts to
restructure their relationship under this Agreement in a manner that preserves their relative economic interests while
ensuring that Seller does not become subject to any such regulation. If the Parties are unable to agree upon such
restructuring, Seller shall have the right to terminate this Agreement without further liability, and Seller shall
remove the System in accordance with Section 11 of this Agreement.
Estoppel. Either Party hereto, without charge, at any time and from time to time, within five (5) business days after
receipt of a written request by the other party hereto, shall deliver a written instrument, duly executed, certifying to
such requesting party, or any other person specified by such requesting Party: (i) that this Agreement is unmodified
and in full force and effect, or if there has been any modification, that the same is in full force and effect as so
modified, and identifying any such modification; (ii) whether or not to the knowledge of any such party there are
then existing any offsets or defenses in favor of such party against enforcement of any of the terms, covenants and
conditions of this Agreement and, if so, specifying the same and also whether or not to the knowledge of such party
the other party has observed and performed all of the terms, covenants and conditions on its part to be observed and
performed, and if not, specifying the same; and (iii) such other information as may be reasonably requested by the
Power Purchase Agreement Commercial Working Version (CA/CO/OR)
requesting Party. Any written instrument given hereunder may be relied upon by the recipient of such instrument,
Service Contract. The Parties intend this Agreement to be a "service contract" within the meaning of Section
7701(e)(3) of the Internal Revenue Code of 1986. Purchaser will not take the position on any tax return or in any
other filings suggesting that it is anything other than a purchase of electricity from the System.
k. No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership, trust,
joint venture, fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the
other Party, and neither shall be considered the agent of the other.
Full Agreement Modification, Invalidity, Counterparts. Captions. This Agreement, together with any Exhibits,
completely and exclusively states the agreement of the parties regarding its subject matter and supersedes all prior
proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter.
This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is
found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or
invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be
executed in any number of separate counterparts and each counterpart shall be considered an original and together
shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and
shall not be considered in interpreting this Agreement.
M. Forward Contract. The transaction contemplated under this Agreement constitutes a "forward contract" within the
meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a
"forward contract merchant" within the meaning of the United States Bankruptcy Code.
n. No Third Partv Beneficiaries. Except as otherwise expressly provided herein, this Agreement and all rights
hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part
of, or obligations to, any other Person.
End ofExhibit 5
Power Purchase Agreement Commercial Working Version (CA/CO/OR) 120
IKNA C~A e Ali All. YM
ACID COMPARMON
121
The financial analyses compares and contrasts the savings obtainable from the
Purchase Option and the PPA option for each of the four Levine properties. Originally,
the Purchase Option was analyzed under a twenty-five year term. Since the PPA Option
was based on an eighteen-year agreement, the Purchase Option was also analyzed under
the same time period. To further the analyses, the internal rate of return for the Purchase
Option was computed for several time periods.
After reviewing the data received from the vendors and the consultant, it was
determined that the amount of savings differed for each option. This was likely due to
the alternative methodologies that each of the vendors and the consultant used to compute
the savings, as well as the degree to which each was aggressive or conservative. As a
result of discussions with the consultant, he reviewed both options and made appropriate
modifications so that the savings are the same for each. The purpose of this was to get to
the same starting place for each option in making the comparison between the two
alternatives.
Included in the cost of the systems is a maintenance contract so that the owners
will not have to worry about future repairs with one exception. That exception involves a
par[ called an inverter. It is estimated that this part will require repair between the
fifteenth and twentieth year of operation. Originally, it was anticipated that this item
would require replacement at considerable cost. It is now understood that only a motor
will need to be changed at a cost of between $5,000 and $10,000 for each system.
The only other known costs that the owners will have to bare include periodic
/ cleaning of the panels (two to four times per year), and maintaining responsibility for the
roof This involves ensuring that the roof is in good repair prior to construction, and
keeping the roof in good condition throughout the term of the agreement. Therefore, it is
recommended to have a complete inspection done prior to the installation of the system.
If the roof has not had major renovations in a while, significant repairs could be needed.
However, such repairs would likely be required in due time in any case.
122
Cl)
W
N
J
Q
2
Q
Z
O
F
U
D
Z
O
U
Q
J
O
U)
M
O
Z
W
U)
Cl)
W
J
W
0
Z
Q
r
z
W
2
W
W
a
w
a
2
U
K
IL
C
W
O
a
Z
2
7
w
w
LL
O
W
J
Q
Z
LU
W
Z
Z
O
a
O
W
a
2
U
IL
m
~ornm mn ~~n°mrnoNanoarn °o rn°v
T
N ~
d
O C
N N M V m m n m O ~ N M m m n W Oi
?
n
° - m N y
N U
~ N L T F
OI
t~O m O N~ a ONi N P m m O M M C (MO m~ O
m
NOmm
V
N C B ~ p N
r
J
mmmO)`c CmmO
N
a o o.u
N N N (V N vim M M M V O
c
N C L O N
in
~
w 3 ~ i 9
°
n
a
m a m
N
N L~ N U
O
1/
V O M M O m m m ~ m m O O n mmm m
L C
wN O
IM
O
E
O n O N O O M MO 0 On C M M m
N M m n O m M m n 0) N V n m N m m J O
L
3
w w E C C
.
j
N N N N N M Co M th Co O sT V V m N m
n
0
d' L
U N
M
C m > U0
M MO u
2
0
w E
o-2 a g v
m m m m m m m N m m m m m m m m m m 0
N Of
N
N
N '0800
9
C a
ya
m m m m m m m m m m mmm m m m m
MOMMMMMMM W O)O D7m W W MO~
Q
S
f0 0 j, 7
w
73
°
`
E
°
5
M
a
a
a
s-
_
w
T y
m ~
-
a
o_Edd3a
VI 07 m m m m O N M N O m M W m N 0 0 W
= m N W n m m m n O N m 0 Y7 N O O W O N
M V m m O N V m Ol O m W N a n m
O 'j V? C< V m if1 N N N m m m m n n n m O
a m
w
O m m tM0 O M M~ M~ O tO0 ~ O N N O um'J m N O
M m N M N N M c
o 0
C m O N M C m m n m O O N m n m OJm
N M m n 0I r M
0
v v v
j m N N N N N N N C \f N N M M m M m M M th m V O
)
o m m
v
N n
A ~
f/1
rnm °'v °noornvo~anornm°omo~rn
O1 n cmnorn m rn~o
`
m~~
m =mmm NMmm n W ~N<mm 01 V mm OP
]mmm MmO) O
[
r.
~o~riM Ci aiM m ci ov v v v v m m ~mm~
co mcor r rnN
ocor
10 m
r
w '
O1m NNm mn ~ (OD tNOn W ON NO N NOO~O~
O C m M V m O N Q m D7 V m m N` n
O ~ j m V O O V V m N N m N m m m m n n 16 6
N tNDMn N NmO
m V ¢n om i Q O m 0N 0m0i n ~
0 0 0 0
m N m m m m m
m
N M m 0
m
v rn n m v o m m M m n n r m m ~n " m m O M M M R
~ m N V m M O m n D7 ~ m NOON m M N~ m ~ N N N M
N m m O m O m O m N m ( m N N O m
Q j 0 0 « N N co M C a N m- n r m m c N M
J E2 N N In `
• F J T T T T T
O N M O h m n m 0 O O ~ N M Q m r O m m 0 m
`ry N M Q m mnm W r N N N N N N O N N
} f n ~ ~ ~ R c
123
N ~
N W N N _
y ai T v a c
U N' L tp N a d
U a U N L C L C ry
v mks m E E 3 d o N
cH m. W M m E" ad
E o N n' ° m m a E u E
O1 w N OI 0 Q IO O- -
` O ~O
W N d C
~ O N U 'O a _ OI UI -
Ip it
C Y N C a UJ
Q m a a n' m c a c n° o f
a> m c y n y~ o
a c A L« o a m m °R
a~ u U d~ m ° N o 'c t a o
N
m U `m ; c C N 0 L a o Cr
m° m o m
r o y L Y umi E o a a d c n
w N c
o~3a~~ v aydwn~~'c
c
N- m m w °u
O'' m x° u
°'n oaEi°m a a°1''N`m°E yu
L t0 N 3° >i L LL O U Z =
H d Y n O H
W N
U
m
N
N
LL
L
E
O °
LL U
a
Z
`o
°
o
O
~
M
M
m CI OOM
O
M
m O m
O N 0
m
O
V N ~
O
N
N
N A
N
~
o a
U~
K
c
N N N
O
Q U
v)2 i~
N
U
o
U
A
°
C
Z
E C
N OU
N L
N
L_ M N
C y C
o
v ~''3 c
O U N
6 N 4
m n E
U `t y
C
N
O r >
C N C
~ U O a
O N a W
T W d D
Ta ~ U
- C
2 C ~ N
L y O
d ° - O
~ N N N
L L N r
d T~
3 v D
C
a n m E
c
~ aTi c a
t C
N tr di
124
d
C
N
v
OI
c
1
N
}
e
Q
II
c
m
N
W
N
O
U
d
W
Y
n
N
II
d
N
In
m
to
U)
w
Cl)
}
J
Q
z
a
z
O
H
U
N
Z
O
U
J
O
U)
ix
O
Z
'W
V/
w
Li.
/a^
V
I
z
w
n
w
W
a
w
y
Q
2
U
a
w
W
O
a
OI
N ~ m N tn1N O NMt(Jr Omm [OD NU'llN
N N
O
T
W N
C
N
r D7 0 N P cO m O N P m P m
Y
N( V NN N m M CM m P P
y
y
O
Ul
O N
>
T
O
.
+ T
N
N L T
V~
m m m m m m N N N O N m m N N m
0 N O
m o
O
L N `
2 ~ L ~
N Ol
C
r
ifJ m P O n m N N n O P Q! m N N m
1
n O N"i r O n m O n m O n n N 0 P
6
O C 2
'q
m
,6
N N t") th n P P P P m L6 N m O r P.: m
0 o L m
o
n
y
P
N M p
_O C
N
L m N
e N
00n OOmPO~-0)1pmN Nm nOOr
~
_ N J C O
o rn
c
om~coNrnmm~oornm ran ~n
lm
roPr~PmNn morn oco~rnm
~
v d o
m T
a c
o
>
1
P cn cn ~n m<o co n r com o~o~ oo~ N ~o
o
u
c
N
m
r o
m m u v o
~
m
E d d
m o a a a
r n r n r r r r r n r r n r r n r r co
m
m y cui m 3
C a
d
NN N N N N N N N N N N N N N N N Ng
Q
N T OO j,N
a
E
n r; r5r6 ri ri m rim nri m ri rin ri nm
a
Qa- c N
O
a
d E Z 3
y
a
w
t o
T C an d
L
m J d L.
m
OM
r r o r r N n m (D N m m N m o n r n
O N m 0 t0 P n n N m u1 N n m N m D7 P
3 c
onmon n~ ~n
q n m Porn mn
O'er
C5 C4
mmmO W C6 OOO --N N n to P
M
N
N
m O n O m n (D (O OI N (O O O n D7 O mll
N
~Nmw
M O r) r N m (j
P
n
o a
N N
O C r O n n N (p m O N P O O(d P m W N N P
n
r P r m P m
N N
m
jnPPPPPPN~[J L!]OONCOmm
rmmmOO)m
cd
PN
N ~
W N O lND m N N O m O m V m P m m~ m~ P P
I
C6
~ tOD N N E CN'l O M
O
o 0 0 0
P n N N
n C n O N P n 0 <7 N W N.6 m N m O n
m
m
m
m ri O N m~
mmr~n
`
1
r~rai co m oi rnoiorio
>n<o co ca co e
N
N ni ri co V P
.6
onir¢i
d) N O N m O t0 P n n ~Il m N N O n m N ON O) m
O) N~ P P~ n N
o 0 0 0
0 0 0 m
O C n O n cD O n n ~ ~(J m m m ~ m n m O P O
O
N N m m N D7 n
m
O
N M
O
~mmmoim oiooo~2Nri ri coPP
m
cn co c6rco 6 rn
of
v~rio~
(q
PrnnmPP°' mnmrnnm m`~m mco nnn
7 m N P m _M O m r O ~ m N O O N (O n N~ N O 4A N PN ~-2
N _ N m ~ if1 O N O N O cD N m P ~ m~ N O m
Q m m m m m rn 0 0 ` N n n P m N N m n r m 0 O N n
J N N` N W
lO W N t6 N
F J T T T T T
O ~ N n P N (D r m O D) O - N n P N - O N m O N
jp N r1 P N t0 r m rn ~ ~ ~ ~ ~ ~ ~ ~ F ~ N N N N N N O ~ N N
125
N ~
dw
L) o a
pj T d
Y U d= OI O m m 2 N
U [0 ' ~
i. p L L N N UI a y
3 U a U~ L ~ L C ry
U~ L N j m U m O N
v m K s °i E m 3 m O N
c m uj ~ E s c
y m m m ~ ~ D E
E o K m a m o a E
w
m~ m mN ¢ m `n o 0
m m d m c 0_~
o m 0° a w w m
m s m e a
~ o o m
Q w a a W m e° c a o o f
o. > d c m a d o
LL o m L O m N QI X
m U U N H y O J O n 0
m N C t
= w m C C d p
m a C N G,
m U !n L Y m m A L p m 0
m
a d m c co
L mL o y a N ~ E m Q a
O E 2
v c
o 3 D umi m v as o v c o. 'c m
N.~ m N 'N a U T m x O .T m
.p m E 0 m m T N m m E y U
O M N d
L m N 3 O 3 L LL O 0 Z =
H m O Y U) O H
w N
UI
~
U m
N LL
~
E
° o
T
LL U
N
d
E
Z
_
`o
p
o
o
`p
~
n>
0 O V
O
R
I N
N O N
YJ
rn u> r
r
r ni
of
N N
N m
N
a
p n
=
d
N
N
O
U
N
U
o
U
m
c
Z
E
m ~
N
- m
5 m m
o _
u
o -u
'u m
o m o
° x
m o
p m E N
c
N N T O
O C'
m p o m
m a
Tmma
T~ d U
C O - C
2 C ~ N
G - N O
m 3
m m " u:
L L_. m h
m
N T~
C
~ m m
c a
~ r
L ~
F- N C a
126
N
a
m
C
X
m
N
d
N
O)
W
I
m
}
0
V
II
m
c
O
m
U
w
N
O
U
U
W
Y
N
a
NN
N
E
127