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HomeMy WebLinkAboutSunEdison LLC - SunEdison Origination1, LLC - 2010-10-18 simplifying solar NOTICE OF COMMERCIAL OPERATION DATE Project: Huntington Beach- Central Library Project Site: 7111 Talbert Avenue,Huntington Beach, CA, 92648 Notice Date:November 03,2011 I, Chris Bailey, do hereby certify that the Commercial Operation Date, as defined in the applicable solar power and services agreement, of the PV systean at the Project Site defined above was established on the effective date of this Notice. Commercial Operation is defined as the following: 1. All necessary permits and licenses for operating the PV System* on the premises of the host facilities have been obtained; 2. All critical tests necessary for proper operation of the PV System have been performed and such critical testing is complete; 3. Initial operation of the PV System in parallel with the host facility or facilities and the utility grid(including interconnection)has occurred and the system is now generating and operating in parallel with the utility grid; 4. Daily operation of the PV System and delivery of electricity to host has been initiated. S. The system is being metered with the intent to invoice the Host for on site power generation per the terms of the solar power and services agreement effective the date that Commercial Operation was initiated. Executed by: SunE HI3, LLC By SunE Solar VIII, LLC, its sole member and manager By: Sun Edison LLC, its sole member and manager I Name: Chris Bailey Title: Authorized Representative sunEdisun 866 SunEdison(786 3347) info sunedison.com Corporate Headquarters T+1 443 909 7200 Aivviv.sunedison.com I2500 Baltimore Avenue F+I 443-909-7150 Beltsville,AID 20705 yy :Y 1 Sun , -I' S1t slmplif ing solar NOTICE OF COMMERCIAL OPERATION DATE Project: Huntington Beach -City Yard Project Site: 17371 Gothard Street,Huntington Beach, CA 92643 Notice Date:November 02, 2011 I, Chris Bailey, do hereby certify that the Commercial Operation Date, as defined in the applicable solar power and services agreement, of the PV system at the Project Site defined above was established on the effective date of this Notice. Commercial Operation is defined as the following: 1. All necessary permits and licenses for operating the PV System on the premises of the host facilities have been obtained; 2. All critical tests necessary for proper operation of the PV System have been performed and such critical testing is complete; 's 3. Initial operation of the PV System in parallel with the host facility or facilities and the utility grid(including interconnection)has occurred and the system is now generating and operating in parallel with the utility grid; 4. Daily operation of the PV System and delivery of electricity to host has been initiated. 5. The system is being metered with the intent to invoice the Host for on site power generation per the terms of the solar power and services agreement effective the I date that Commercial Operation was initiated. Executed by: SunE HB, LLC By SunE Solar VIII, LLC, its sole member and manager By: Sun Edison LLC, its sole member and manager - I Nalne: Chris Bailey Title: Authorized Representative i Sunl.c}ison 866 Sunl.dison(786 3347) info@sunedison.com Corporate Headquarters 'r+1 443 909 7200 www.sunedisoncom 12500 Baltimore Avenue F+1 443-909-7150 � Beltsville,MD 20705 ;.Sun.', . simplifying solar NOTICE OF COMMERCIAL OPERATION DATE Project: Huntington Beach- Civic Center Project Site: 2000 Main Street, Huntington Beach, CA,94643 Notice Date:November 02, 2011 I, Chris Bailey, do hereby certify that the Commercial Operation Date, as defined in the applicable solar power and services agreement, of the PV system at the Project Site defined above was established on the effective date of this Notice. Commercial Operation is defined as the following: I. All necessary permits and licenses for operating the PV System on the premises of the host facilities have been obtained; 2. All critical tests necessary for proper operation of the PV System have been performed and such critical testing is complete; 3. Initial operation of the PV System in parallel with the host facility or facilities and the utility grid (including interconnection)has occurred and the system is now generating and operating in parallel with the utility grid; 4. Daily operation of the PV System and delivery of electricity to host has been initiated. 5. The system is being metered with the intent to invoice the Host for on site power generation per the terms of the solar power and services agreement effective the date that Commercial Operation was initiated. i Executed by: SunE HB, LLC By SunE Solar VIII,LLC,its sole member and manager By: Sun Edison LLC,its sole member and manager I ame: Chris Bailey Title: Authorized Representative Sill]l,;dkon 866 SunEdison(786 3347) infoeasunedison.com Corporate Headquarters T+1 443 909 7200 www.sunedison.corn 12500 Baltimore Avenue F+1 443-909-7150 Beltsville,AID 20705 i SOUTHERN CALIFORNIA Attn: NEM Program Administrator/ SCE Customer Solar&Self-Generation E ® I S O N P.O. Box 800, Rosemead CA 91770-0800 customer.generation@sce.com An EDISON INTERNATIONAL Company (626) 302-9680, (626) 571-4272 fax PERMISSION TO OPERATE Self-Generation Facility Interconnected to SCE's Electric Grid October 25, 2011 —.. --.._.,..__...._.. __ _._..... NM 29690 I Generating Facility Location: j Mr Aaron Klemm 2000 Main St Huntington Beach, City Of Huntington Beach, CA 92648 2000 Main St Generator Size: 724.7 kW Huntington Beach, CA 92648 Generator Type: Solar S/A#: 3-011-2432-07 Funding: CSI Program Dear Mr Aaron Klemm: i Congratulations on completing the installation of your self-generation facility. Your application for interconnection has been approved and SCE has granted permission to interconnect and operate your generating facility in parallel with SCE's electric system. Enclosed is a tag for you to attach to your meter with the enclosed zip-tie in order to notify SCE meter technicians about the presence of your generating facility and as proof of your permission to operate. Service under the NEM Rate Schedule will become effective on the next regularly scheduled meter read date, if proper metering is in place, or the next regularly scheduled meter read date following installation of the required bi-directional or interval data meter. For more information about the NEM Program and what to expect, please visit http://www.sce.com/customergeneration/net-energy-fags/e In accordance with Assembly Bill 920, signed into law on October 11, 2009, you are eligible to receive compensation for net surplus electricity in 2011. For more information, visit http://www.sce.com/customergeneration/nem-ab920.htm. Questions? For questions related to metering, billing or rebates, please contact SCE's Customer Service Department at (866) 701-7868 for residential customers or (866) 701-7869 for commercial customers. Best Regards, Laura Rudison NEM Program Manager Enclosures: Fully executed Interconnection Agreement Meter tag &zip-tie Revised April, 2010 COMPANY Net Energy Meteri RECEIVED ;action Agreement For Solar&Wind This Net Energy Metering and Generating Facility Interconnection Agreement ("Agreement") is entered into by and between HUNTINGTON BEACH, CITY OF ("Customer'), and Southern California Edison Company("SCE"), sometimes also referred to herein jointly as"Parties"or individually as"Party." 1. APPLICABILITY This Agreement is applicable only to customers who satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code. 2. SUMMARY OF GENERATING FACILITY AND CUSTOMER ACCOUNT 2.1 Generating Facility Identification number: NM 29690 2.2 Customer Meter Number: V345N-001923 2.3 Customer Service Account Number: 3-011-2432-07 2.4 Applicable Rate Schedule: TOU-8-B 2.5 Generating Facility Location: 2000 MAIN ST HUNTINGTON BEACH, CA 92648 2.5.1This Agreement is applicable only to the Generating Facility described below and installed at the above location. The Generating Facility may not be relocated or connected to SCE's system at any other location without SCE's express written permission. 2.6 Generating Facility Technology(Solar,Wind or Hybrid): Solar 2.7 Generating Facility Nameplate Rating(kW): 724.70 2.8 Estimated monthly energy production of Generating Facility(kWh): 104357.00 3. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS: 3.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and/or permits. 3.2 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers ("IEEE"), and accredited testing laboratories such as Underwriters Laboratories ("UL"), and, where applicable, rules of the California Public Utilities Commission ("Commission") regarding safety and reliability. This requirement shall include, but not be limited to, the provisions of IEEE Standard 929 and UL Standard 1741 and SCE's Rule 21- Generating Facility Interconnection. 3.3 Customer shall not commence parallel operation of the Generating Facility until written approval has been provided to it by SCE. SCE shall provide such written approval within ten (10) working days from SCE's receipt of a copy of the final inspection or approval of the Generating Facility which has been issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld. 3.4 Customer shall not add generation capacity in excess of the Nameplate Rating set forth in Section 2.7 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILLING: Metering requirements and billing procedures shall be set forth in the SCE and/or Energy Service Provider's rate schedule(s) applicable to the electric service account assigned to the location where the Generating Facility is connected. 5. DISCONNECTION, INTERRUPTION OR REDUCTION OF DELIVERIES: 5.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances: NMID: 29690, Form 16-344 (3/2011) Page 1 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind This Net Energy Metering and Generating Facility Interconnection Agreement CAgreement') is entered into by and between City of Hunting#on Beach {'Customer), and Southern California Edison, Company("SCE),sometimes also referred to herein jointly as'Parties"or individually as"Party." 1. APPLICABILITY This Agreement is applicable oniy.to customers who satisfy all requirements of the definition of an Eligible Customer;Generator set forth in Section 2827(b)(2)of the California.Public Utilities Code, 2. SUMMARY OF GENERATING FACILITY:AND CUSTOM.ER:ACCOM 0 2:1 Generating Facility Identification number: NM: 2.2 Customer Meter.Number. V345*001I923 2.3 Customer Service Account'Number., 3 - 0 1 1 - 2 4 3 2 - 0.7 2A Applicable Rate Schedule: Tou-a-s 2.5 Generating Facility Locati ZOt)O Main St: Hunfin0ch Beach,CA 9264E 2.5.lThis Agreement is appllca ting Facility described below and installed at the above location. The Generating Facility may:not be relocated or connected to SCE's system at :any other location without SCE's express written permission. 2.6 Generating Faci4tyTechnalogY(Solar,Wind or Hybrid): Solar 2.7 Generating Facility.Nameplate Rating(kW):724:.16I 361 kW 2.8 Estimated monthly energy production of Generating Facility(kWn):103, 040:..58 51994 kWh 3. GENERATING FACILITY INTERCONNECTION AND DESIGN.REQUIREMENTS: 3.1 Customer shall be responsible for the design,installation,operation,and maintenance of the Generating Facility and shall obtain and maintain any required governmental.autharizations and/or permits: 3.2 'The Generating Facility shall meet all applicable safety and performance standards established, by:the National ,Electrical Code, the Institute of Electrical and Electronics Engineers. ('IEEE"),,and accredited testing laboratories such as Underwriters Laboratories T UU'), :and, where applicable; rules of the Callfomia 'Public Utilities Commission (-Commission")regarding safety and reliability. This requirement shall include,but not be limited to, the provisions of IEEE Standard 929 and UL Standard 174.1 aril SCE's Rule 21- Genera.ting Facility Interconnection. 3.3 Customer shall not commence parallel operation of the Generating Facility untii,wri#ten approval has been provided to it by SCE: SCE shall provide such.written approval within ten (10) working days from SCE's.receipt of a copy of the final inspection or,approval of.the Generating Facility which has been issued by the governmental authority having jurisdiction to inspect and approve the installation::Such approval.shall not be unreasonably withheld. 3.4 Customer shall not.add generation capacity in excess of the.Nameplate Rating set forth in Section 2.7 :of this,Agreement, or otherwise. modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILLING: Metering requirements uirements and billing procedures shall beset forth in the$CE.andlor Energy:Service: Provider's rate schedule(s)applicable,to the electric service account assigned to the location where the Generating Facility is connected: 5. DISCONNECTION,INTERRUPTION OR REDUCTION OF DELIVERIES: 5.1 SCE may require Customer to interrupt or reduce the output,gf its Generating Facility under, the fallowing circumstances: NMlb: ,Form 16-344(3l2011) Page i of 4:. SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind (a) Whenever SCE deems it necessary in its sole judgment, to construct, install,maintain, repair, replace, remove, Investigate, or inspect any of its equipment or any part of its electric system;or (b)Whenever SCE determines in its sole judgment,that curtailment, interruption;or reduction of Customer's electrical generation is.gtherwise necessary due to emergencies, forced Outages,force majeure,or compliance with prudent electrical practices. 5.2 Notwithstanding any other provision of this Agreement,upon termination of this Agreement or at any time SCE determines the continued parallel operatics of the Generating Facility may endanger the public or SCE personnel, or affect the integrity of SCE's electric system or the quality of electric service provided to other customers.SCE.shall have the right to require the Generating Facility to be immediately disconnected from SCE's electric system. The Generating Facility shall remain disconnected until such time as SCE is satisfied, in its sole judgment,: that the condition(s) causing such..disconnection have ended or have.been corrected. 5.3 Whenever feasible,: SCE shalt give Customer reasonable notice of the possibility that interruption or reduction of deliveries may be required. 5.4 Electrical energy and capacity provided to Customer during periods of curtailment or, interruption of.the output of the Generating Facility shall be provided pursuant to the terms of the rate schedule(s)applicable to the electric service account to which the Generating Facility is connected: 6. ACCIrSS TO PREMISES: SCE may enter Customer's premises. at all times; without notice.to Customer for emergency purposes only: ....(a)To inspect Customer's protective devices or check meter(s)to ascertain there is no power flow;or (b) To disconnect the Generating Facility andlor service to Customer; whenever in SCE's sole opinion, a hazardous condition exists and such immediate action Is necessary to . protect persons,SCE's facilities;or property of others from damage or interference caused by the Generating Facility, or the absence or failure of properly.operating protective devices: SCE will make prior arrangements with the Customer for gaining emergency access to Customer's . premises by obtaining.keys, lock box key, or padlock, or make other mutually agreed upon arrangements. 7. 1NDEMNITYAND LIABILITY: 7A Each Party as indemnitor shall defend,bold harmless,and indemnify the:other Party and the directors, of, employees, and agents of the other Party against and from any.and all loss;liability,damage,claim,cost,charge,demand;or expense(ncluding any direct, indirect or consequential loss,:liability, damage, claim, cost, charge,demand, or expense, including attorneys'.:fees) for injury or death to persons;: including employees of either Party, and damage to property;including property of either Party,arising out of or to connection with(a) the engineering,. design,_.-:construction, maintenance. .:repair, operation,.-supervision,. inspection,testing,protection or ownership of the indernnitor's facilities, or(b) the making of replacements;additions;betterments to,or reconstruction of the indemnitor's facilities. This indemnity shall apply notwithstanding the active or.passive negligence of the indemnitee. However, neither.Party shall be indemnified hereunder for ts.loss;liability, damage, claim; cost,charge,demand;or expense.resulting from its sole negligence or willful misconduct. 7.2 The irdeninitar shall, on the other Party's request,defend any suit asserting a clairn covered by this indemnity and shall pay for all costs,including reasonable attorney fees,that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. WD: ,Form 16-344 (3/2011) Page.2 of 4 f SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind 7.4 Except as otherwise provided in Section 7.1,neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to,any standard.of care with reference to,or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1.Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation,, faulty operation, or non-operation of SCE's facilities and SCE shall not be liable for any such damage so caused. 8. GOVERNING LAW: This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. 9. CALIFORNIA PUBLIC UTILITIES COMMISSION: 9.1 This Agreement shall at all times be subject to such changes or modifications by the Commission as the Commission may, from time to time, direct in the exercise of its jurisdiction. 9.2 Notwithstanding any other provisions of this Agreement, SCE has the right to unilaterally file with the Commission, pursuant to the Commission's rules and regulations,.an application for change in rates,charges,classification,service,or rule or any agreement retating thereto. 10. AMENDMENT,MODIFICATIONS,WAIVER OR ASSIGNMENT: 10.1 This Agreement may not be altered or modified by either of the Parties, except by an instrument in wrifing executed by each of them. 10.2 None of the provisions of this Agreement shall be considered waived by a Party unless such waiver Is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of.any of . its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future,but the same shall continue and remain in full force and effect. 10.3 This Agreement shall supersede any existing agreement under which Customer is currently operating the Generating Facility identified in Section 2, herein, and any such agreement shall be deemed terminated as of the date this Agreement becomes effective. 10.4 This Agreement contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation,warranty,agreement or other statement not set forth in this Agreement. 10.5 A new Customer of Record or New Party In (NPI), who owns, leases, or rents a premises. with an operating generating facility, previously approved by SCE for interconnection, may take Net Metering Service at the generating facility site, on the condition that the NPI takes service under the Net Energy Metering Tariff and meets the requirements of this section.To be eligible,the NPI must:(1)ensure that the generating facility is compliant with all applicable safety and performance standards as delineated in SCE's Electric Rule 21 and other applicable tariffs in effect at the time the Generating Facility was first approved for parallel operation; and (2) understand that SCE may from time to time release to the California Energy Commission and/or the California Public Utilities Commission, information regarding the NPI's facility, including NPI's name and Generating Facility location, capacity and operational characteristics. SCE will notify the NPI, by providing (1) a copy of the NEM Interconnection Agreement and its terms; (2) a copy of applicable NEM related Fact Sheets and (3) the SCE website location of the current NEM Rate Tariff_ Additionally, a new Customer of Record or NPI who owns, leases, or rents a premise with an operating generating facility over 30 kW must sign the unchanged NEM and Interconnection Agreement. Form 16-344(3/2011) Page 3 of 4 6 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind 10.6 A new Customer or NPI who owns rents or leases a premises that includes a NEM eligible electrical generating facility above 30 KW will need to sign a new interconnection agreement. If no changes are made to the interconnection facilities, the agreement will have identical terms and conditions as the ones approved for the previous Customer. 11. NOTICES: 11.1 Any notice required under this Agreement shall be in writing and mailed at any United States Post Office with postage prepaid and addressed to the Party, or personally'delivered to the Party, at the address below. Changes in such designation may be made by notice similarly given. All written notices shall be directed as follows.- CUSTOMER SOUTHERN CALIFORNIA EDISON CO. City of Huntington Beach Customer Solar&Self-Generation 4000 Main Street Attn:NEM Program Huntington Beach,CA 92648 P.O.Box 800 Rosemead,CA 91770 11.2 Customer's notices to SCE pursuant to this Section shall refer to the Generating Facility Identification plumber that is set forth in Section 2.1. 12. TERM AND TERMINATION OF AGREEMENT: 12.1 This Agreement shall become effective when signed by Customer and SCE,and shall remain in effect thereafter from month to month unless terminated by either Party on thirty(30)days' prior written notice in accordance with Section 11. 12.2 This Agreement shall terminate, without notice, upon: (a) termination of the electric distribution service provided to Customer by SCE;or(b)changes to Customer's electric load which cause Customer to no longer satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code and (c) termination of eligible Customer's Net Energy Metering arrangements with its Electric Service Provider. 13. SIGNATURES: This Agreement may be executed in counterpart, and by electronic signature on the part of SCE, and copies of a Party's signed page may be transmitted to the other Party by facsimile or other electronic means. Copies of the signature page so transmitted may be used for the purpose of enforcing the terms of this Agreement as though they were originals and will not be made Inadmissible in any legal or regulatory proceeding concerning this Agreement on the basis of the Best Evidence Rule or similar rule of admissibility. IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of the latter of he two dates se forth below. MER SOUTHERN r'_AI 1r-nP lL% r-nl-q )N CO, r By: By: �� 1•yry tw JTfiLGit for Name: Cy-of tington Beach Name: Gary Barsley Title: Energy Program Manager Title: Manager,Customer Solar&Self-Generation Date: 05/19/2011 Date: 7/5/2011 WIU W F(QR. Deputy Cityey NMID. ,Form 16-344(3/2011) Page 4 of 4 ' SOUTHERN CALIFORNIA Attn: NEM Program Administrator SCE Customer Solar&Self-Generation EDISO IN' ' P.O. Box 800, Rosemead CA 91770-0800 customer.generation@sce.com An EDISON INTERNATIONAL Company (626) 302-9680, (626) 571-4272 fax PERMISSION TO OPERATE Self-.Generation Facility Interconnected to SCE's Electric Grid October20, 2011 _._......_.._._.,. ._........._._.... ,.. .___.._........_. _. N IMI 29539 Generating Facility Location: Mr Aaron Klemm 18000 Golden West St Huntington Beach, City Of i Huntington Beach, CA 92646 I 2000 Main St Generator Size: 963.2 kW Huntington Beach, CA 92648 Generator Type: Solar S/A #: 3-011-2727-38 Funding: CSI Program { Dear Mr Aaron Klemm: Congratulations on completing the installation of your self-generation facility. Your application for interconnection has been approved and SCE has granted permission to interconnect and operate your generating facility in parallel with SCE's electric system. Enclosed is a tag for you to attach to your meter with the enclosed zip-tie in order to notify SCE meter technicians about the presence of your generating facility and as proof of your permission to operate. Service under the NEM Rate Schedule will become effective on the next regularly scheduled meter read date, if proper metering is in place, or the next regularly scheduled meter read date following installation of the required bi-directional or interval data meter. For more information about the NEM Program and what to expect, please visit http://www.sce.com/customergeneration/net-enerciy-fags/­. In accordance with Assembly Bill 920, signed into law on October 11, 2009, you are eligible to receive compensation for net surplus electricity in 2011. For more information, visit http://www.sce.com/customercieneration/nem-ab920.htm. Questions? For questions related to metering, billing or rebates, please contact SCE's Customer Service Department at (866) 701-7868 for residential customers or (866) 701-7869 for commercial customers. Best Regards, Laura Rudison NEM Program Manager Enclosures: Fully,executed Interconnection Agreement Meter tag &zip-tie Revised April, 2010 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind This Net Energy Metering and Generating Facility Interconnection Agreement ("Agreement") is entered into by and between HUNTINGTON BEACH, CITY OF ("Customer"), and Southern California Edison Company("SCE"), sometimes also referred to herein jointly as"Parties"or individually as"Party." 1. APPLICABILITY This Agreement is applicable only to customers who satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code. 2. SUMMARY OF GENERATING FACILITY AND CUSTOMER ACCOUNT 2.1 Generating Facility Identification number: NM 29539 2.2 Customer Meter Number: V349N-016155 2.3 Customer Service Account Number: 3-011-2727-38 2.4 Applicable Rate Schedule: TOU-8-13 2.5 Generating Facility Location: 18000 GOLDEN WEST ST HUNTINGTON BEACH, CA 92646 2.5.1 This Agreement is applicable only to the Generating Facility described below and installed at the above location. The Generating Facility may not be relocated or connected to SCE's system at any other location without SCE's express written permission. 2.6 Generating Facility Technology(Solar,Wind or Hybrid): Solar 2.7 Generating Facility Nameplate Rating (kW): 963.20 2.8 Estimated monthly energy production of Generating Facility(kWh): 138701.00 3. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS: 3.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and/or permits. 3.2 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers ("IEEE"), and accredited testing laboratories such as Underwriters Laboratories ("UL"), and, where applicable, rules of the California Public Utilities Commission ("Commission") regarding safety and reliability. This requirement shall include, but not be limited to, the provisions of IEEE Standard 929 and UL Standard 1741 and SCE's Rule 21- Generating Facility Interconnection. 3.3 Customer shall not commence parallel operation of the Generating Facility until written approval has been provided to it by SCE. SCE shall provide such written approval within ten (10) working days from SCE's receipt of a copy of the final inspection or approval of the Generating Facility which has been issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld. 3.4 Customer shall not add generation capacity in excess of the Nameplate Rating set forth in Section 2.7 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILLING: Metering requirements and billing procedures shall be set forth in the SCE and/or Energy Service Provider's rate schedule(s)applicable to the electric service account assigned to the location where the Generating Facility is connected. 5. DISCONNECTION, INTERRUPTION OR REDUCTION OF DELIVERIES: 5.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances: NMID: 29539, Form 16-344 (3/2011) Page 1 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind This Net Energy Metering and Generating Facility Interconnection Agreement ("Agreement") is entered into by and between City of Huntington Beach ("Customer"), and Southern California Edison Company("SCE"),sometimes also referred to herein jointly as"Parties'or individually as"Party.' 1. APPLICABILITY This Agreement is applicable only to customers who satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code. 2. SUMMARY OF GENERATING FACILITY AND CUSTOMER ACCOUNT 2.1 Generating Facility identification number: NM 29539 2.2 Customer Meter Number: V349WO16155 2.3 Customer Service Account Number: 3 - 0 1 1 - 2 72 7 - 3 8 2.4 Applicable Rate Schedule: Tows-e 2.5 Generating Facility Location: 18000 Golden West St. Huntington Beach,CA 99646 2.5.1This Agreement is applicable only to the Generating Facility described below and installed at the above location. The Generating Facility may not be relocated or connected to SCE's - system. .-at arty. other-•-leeation without SCE's express written permission. 2.6 Generating Facility Technology Solar 2.7 Generating Facility Nameplate F Vont 857 kw 2.8 Estimated monthly energy prod.LR, ciliiy{kWh}; 135,920.41 123408 kWh 3. GENERATING FACILITY INTERCONN N REQUIREMENTS: 3.1 Customer shall be responsible for the design,installation, operation,and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and/or permits. -3.2 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers ("iEEE"), and accredited testing laboratories such as Underwriters Laboratories ("UL"}, and, :where applicable, rules of the California Public Utilities Commission ("Commission') regarding safety and reliability. This requirement shall include, but not be limited to, the provisions of IEEE Standard 929 and UL Standard 1741 and SCE's Rule 21- Generating Facility Interconnection, 3.3 Customer shall not commence parallel operation of the Generating Facility.until written approval has been provided to it by SCE. SCE shall provide such written approval within ten (10) working days from SCE's receipt of a copy of the final inspection or approval of the Generating Facility which has been Issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld. 3.4 Customer shall riot add generation capacity in excess of the Nameplate Rating set forth in Section 2.7 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILUNG: Metering requirements and billing procedures shall be set forth in the SCE and/or Energy Service Provider's rate schedule(s)applicable to the electric service account assigned to the location where the Generating Facility is connected. 5. DISCONNECTION,INTERRUPTION OR REDUCTION OF DELIVERIES: 6.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances: NMID:`_ ____,Form 16-344(3/2011) Page 1 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Enorgy metering And Generating Facility Interconnection Agreement For Solar&Wind (a) Whenever SCE deems it necessary in its sole judgment, to construct, install, maintain, repair, replace, remove, investigate, or inspect any of its equipment or any part of its electric system,or (b)Whenever SCE determines in its sole judgment,that curtailment, interruption,or reduction of Customer's electrical generation is otherwise necessary due to emergencies, forced outages,force majeure,or compliance with prudent electrical practices. 52 Notwithstanding any other provision of this Agreement,upon termination of this Agreement or at any time SCE determines the continued parallel operation of the Generating Facility may endanger the public or SCE personnel, or affect the integrity of SCE's electric system or the quality of electric service provided to other customers,SCE shall have the right to require the Generating Facility to be immediately disconnected from SCE's electric system. The Generating Facility shall remain disconnected until such time as SCE is satisfied, in its sole judgment, that the conditions) causing such disconnection have ended or have been corrected. 5,3 Whenever feasible, SCE shall give Customer reasonable notice of the possibility that interruption or reduction of deliveries may be required. 5A Electrical energy and capacity provided to Customer during periods of curtailment or interruption of the output of the Generating Facility shall be provided pursuant to the terms of the rate.schedule(s)applicable to the electric service account to which the Generating Facility is connected. 6. ACCESS TO PREMISES: SCE may enter Customer's premises at all times, without notice to Customer for emergency purposes only. (a)To inspect Customer's protective devices or check meter(s)to ascertain there is no power flow,or (b) To disconnect the Generating Facility and/or service to Customer, whenever in SCE's sole opinion, a hazardous condition exists and such immediate action is necessary to protect persons,SCE's facilities,or property of others from damage or interference caused by the Generating Facility, or the absence or failure of properly operating protective devices. SCE will make prior arrangements with the Customer for gaining emergency access to Customer's premises by obtaining keys, lock box key, or padlock, or make other mutually agreed upon arrangements. 7. INDEMNITY AND UABILITY: 7.1 Each Party as indemnitor shall defend,hold harmless,and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability,damage,claim,cost,charge,demand,or expense(including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys' fees) for injury or death to persons, including employees of either Party, and damage to property,including property of either Party,arising out of or in connection with(a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection,testing, protection or ownership of the indemnitor's facilities, or(b)the making of replacements, additions, betterments to, or reconstruction of the indemnitor's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost,charge,demand,or expense resulting from its sole negligence or willful misconduct 7.2 The indemnitor shall,on the other Party's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees, that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. NMID: Form 16-344(3/2011) Page 2 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind 7.4 Except as otherwise provided in Section 7.1,neither Party shall be liable to the other Party for consequential damages incurred by that Party. 7.5 Nothing in this Agreement shall create any duty to,any standard of care with reference to,or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 7.1,Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or.non-operation.of SCE's facilities and SCE:shall not be liable for any such damage so caused. S. GOVERNING LAW: This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. 9. CALIFORNIA PUBLIC UTILITIES COMMISSION: 9.1 This Agreement shall at all times be subject to such changes or modifications by the Commission as the Commission may, from time to time, direct in the exercise of Its jurisdiction. 9.2 Notwithstanding any other provisions of this Agreement, SCE has the right to unilaterally file with the Commission, pursuant to the Commission's rules and regulations, an application for change in rates,charges,classification;service, of rule or any agreement relating thereto. 10. AMENDMENT,MODIFICATIONS,WAIVER OR ASSIGNMENT: 10.1 This Agreement may not be altered or modified by either of the Parties, except by an instrument in writing executed by each of them. 10.2 None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist In any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 10.3 This Agreement shall supersede any existing agreement under which Customer is currently operating the Generating Facility Identified in Section 2, herein, and any such agreement shall be deemed terminated as of the date this Agreement becomes effective. 10.4 This Agreement contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation,warranty,agreement or other statement not set forth in this Agreement. 10.5 A new Customer of Record or New Party In (NPI;, who owns, leases, or rents a premises with an operating generating facility, previously approved by SCE for interconnection, may take Net Metering Service at the generating facility site, on the condition.that the NPI takes service under the Net Energy Metering Tariff and meets the requirements of this section. To be eligible,the NPI must:(1)ensure that the generating facility is compliant with all applicable safety and performance standards as delineated in SCE's Electric Rule 21 and other applicable tariffs in effect at the time the Generating Facility was first approved for parallel operation; and (2) understand that SCE may from time to time release to the California Energy Commission and/or the California Public Utilities Commission, information regarding the NPI's facility, including NPI's name and Generating Facility location, capacity and operational characteristics. SCE will notify the NPI, by providing (1) a copy of the NEM Interconnection Agreement and its terms; (2) a copy of applicable NEM related Fact Sheets and (3) the SCE website location of the current NEM Rate Tariff. Additionally, a new Customer of Record or NPI who owns, leases, or rents a premise with an operating generating facility. over 30 kW must sign the unchanged NEM and Interconnection Agreement. NMID:_ Form 16-344(3/2011) Page 3 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind 10.6 A new Customer or NPI who owns rents or leases a premises that includes a NEM eligible electrical generating facility above 30 KW will need to sign a new.interconnection agreement. If no changes are made to the interconnection facilities, the agreement will have identical terms and conditions as the ones approved for the previous Customer. 11. NOTICES: 11A Any notice required under this Agreement shall be in writing and mailed at any United States Post Office with postage prepaid and addressed to the Party, or personally delivered to the Party, at the address below. Changes in such designation may be made by notice similarly given. Ali written notices shall be directed as follows: CUSTOMER SOUTHERN CALIFORNIA EDISON CO. City of Huntington Beach Customer Solar&Self-Generation 2000 Main Street Attn:NEM Program Huntington Beach,CA 92648 P.O. Box 800 Rosemead,CA 91770 - J 1.2 Customer's notices to.SCE pursuant to-this Section shall.refzr to-the Generating Facility Identification Number that is set forth in Section 2-1 12. TERM AND TERMINATION OF AGREEMENT: 12.1 This Agreement shall become effective when signed by Customer and SCE,and shall remain in effect thereafter from month to month unless terminated by either Party on thirty(30)days' prior written notice in accordance with Section 11. 12.2 This Agreement shall terminate, without notice, upon'. (a) termination of the electric distribution service provided to Customer by SCE;or(b)changes to Customer's electric load which cause Customer to no longer satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code and (c) termination of eligible Customer's Net Energy Metering arrangements with its Electric Service Provider. 13. SIGNATURES: This Agreement may be executed in counterpart, and by electronic signature on the part of SCE, and copies of a Party's signed page may be transmitted to the other Party by facsimile or other electronic means. Copies of the signature page so transmitted may be used for the purpose of enforcing the terms of this Agreement as though they were originals and will not be made inadmissible in any legal or regulatory proceeding concerning this Agreement on the basis of the Best Evidence Rule or similar rule of admissibility. IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives, This Agreement is effective as of the latter of the two dates set forth below. 0 ER SOUTHERN CALIFORNIA EDISON CO. A I for By: By: Name: ci#of Antinglon Beach Name.* Gary Barsley 0, Title: Energy Program Manager Title: Manager,Customer Solar&Self-Generation Date: 05/1912011 Date: 7/5/2011 APPROVED AS TO FORM CkyAtluraW NMID;_,Fon-n 16-344(3/2011) Page 4 of 4 SOUTHERN CALIFORNNIIAI Attn: NEM Program Administrator ® I � I �I SCE Customer Solar &Self-Generation P.O. Box 800, Rosemead CA 91770-0800 customer.generation@sce.com An EDISON INTERNATIONAL Company (626) 302-9680, (626) 571-4272 fax PERMISSION TO OPERATE Self-Generation Facility Interconnected to SCE's Electric Grid October 27, 2011 NM 29540 Generating Facility Location: } Mr Aaron Klemm 17371 Gothard St Huntington Beach, City Of Huntington Beach, CA 92647 2000 Main St Generator Size: 160.8 kW Huntington Beach, CA 92648 3 Generator Type: Solar S/A #: 3-001-3761-58 Funding: CSI Program Dear Mr Aaron Klemm: I_........ . _-..... Congratulations on completing the installation of your self-generation facility. Your application for interconnection has been approved and SCE has granted permission to interconnect and operate your generating facility in parallel with SCE's electric system. Enclosed is a tag for you to attach to your meter with the enclosed zip-tie in order to notify SCE meter technicians about the presence of your generating facility and as proof of your permission to operate. Service under the NEM Rate Schedule will become effective on the next regularly scheduled meter read date, if proper metering is in place, or the next regularly scheduled meter read date following installation of the required bi-directional or interval data meter. For more information about the NEM Program and what to expect, please visit http://www.sce.com/customergeneration/net-energy-fags/. In accordance with Assembly Bill 920, signed into law on October 11, 2009, you are eligible to receive compensation for net surplus electricity in 2011. For more information, visit http://www.sce.com/customergeneration/nem-ab920.htm. Questions? For questions related to metering, billing or rebates, please contact SCE's Customer Service Department at (866) 701-7868 for residential customers or (866) 701-7869 for commercial customers. Best Regards, [La'w� rk C'_A5 Laura Rudison NEM Program Manager Enclosures: Fully executed Interconnection Agreement Meter tag &zip-tie Revised April, 2010 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind This Net Energy Metering and Generating Facility Interconnection Agreement ("Agreement") is entered into by and between HUNTINGTON BEACH, CITY OF ("Customer"), and Southern California Edison Company("SCE"), sometimes also referred to herein jointly as"Parties"or individually as"Party." 1. APPLICABILITY This Agreement is applicable only to customers who satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code. 2. SUMMARY OF GENERATING FACILITY AND CUSTOMER ACCOUNT 2.1 Generating Facility Identification number: NM 29540 2.2 Customer Meter Number: PO826-008463 2.3 Customer Service Account Number: 3-001-3761-58 2.4 Applicable Rate Schedule: GS-2 2.5 Generating Facility Location: 17371 GOTHARD ST HUNTINGTON BEACH, CA 92647 2.5.1This Agreement is applicable only to the Generating Facility described below and installed at the above location. The Generating Facility may not be relocated or connected to SCE's system at any other location without SCE's express written permission. 2.6 Generating Facility Technology(Solar,Wind or Hybrid): Solar 2.7 Generating Facility Nameplate Rating (kW): 160.80 2.8 Estimated monthly energy production of Generating Facility(kWh): 23155.00 3. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS: 3.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and/or permits. 3.2 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers ("IEEE"), and accredited testing laboratories such as Underwriters Laboratories ("UL"), and, where applicable, rules of the California Public Utilities Commission ("Commission") regarding safety and reliability. This requirement shall include, but not be limited to, the provisions of IEEE Standard 929 and UL Standard 1741 and SCE's Rule 21- Generating Facility Interconnection. 3.3 Customer shall not commence parallel operation of the Generating Facility until written approval has been provided to it by SCE. SCE shall provide such written approval within ten (10) working days from SCE's receipt of a copy of the final inspection or approval of the Generating Facility which has been issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld. 3.4 Customer shall not add generation capacity in excess of the Nameplate Rating set forth in Section 2.7 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILLING: Metering requirements and billing procedures shall be set forth in the SCE and/or Energy Service Provider's rate schedule(s) applicable to the electric service account assigned to the location where the Generating Facility is connected. 5. DISCONNECTION, INTERRUPTION OR REDUCTION OF DELIVERIES: 5.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances: NMID: 29540, Form 16-344 (3/2011) Page 1 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind This Net Energy Metering and Generating Facility Interconnection Agreement ("Agreement") is entered into by and between City of Huntinaton Beach ("Customer"), and Southern California Edison Company("SCE"), sometimes also referred to herein jointly as"Parties"or individually as`Party." 1. APPLICABILITY This Agreement is applicable only to customers who satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code. 2. SUMMARY OF GENERATING FACILITY AND"CUSTOMER ACCOUNT 2.1 Generating Facility Identification number: NM 29540 2.2 Customer Meter Number: P0826-007463 2.3 Customer Service Account Number: 3 - 0 0 1 - 3 7 6 1 - 5 8 2.4 Applicable Rate Schedule: TOU-6-5 2.5 Generating Facility Location: 171371 Gothard St. Huntington Beach,CA 92648 2.5.1This Agreement is appli. Me 3MY Zu Me,Lnn erating Facility described below and installed at the above location. 71 .i �,, Pg ility may not be relocated or connected to SCE's ._. ... system at any cafl, I{ I :3. °''�a ithout SCE's- express written. permission. 2.6 Generating Facility Techno ogy oar, and or Hybrid),: Solar 2.7 Generating Facility Nameplate Rating(kW): 160.828 2.8 Estimated monthly energy production of Generating Facility(kWh):22, 006 .583 3. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS: 3.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and/or permits. 3.2 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers ("IEEE"), and accredited testing laboratories such as Underwriters Laboratories ("UL"), and, where applicable, rules of the California Public Utilities Commission ("Commission") regarding safety and reliability. This requirement shall include, but not be limited to, the provisions of IEEE Standard 929 and UL Standard 1741 and SCE's Rule 21- Generating Facility Interconnection. 3.3 Customer shall not commence parallel operation of the Generating Facility until written approval has been provided to it by SCE. SCE shall provide such written approval within ten (10) working days from SCE's receipt of a copy of the final inspection or approval of the Generating Facility which has been issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld. 3.4 Customer shall not add generation capacity in excess of the Nameplate Rating set forth in Section 2.7 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILLING: Metering requirements and billing procedures shall be set,forth in the SCE and/or Energy Service Provider's rate schedule(s) applicable to the electric service account assigned to the location where the Generating Facility is connected. 5. DISCONNECTION,INTERRUPTION OR REDUCTION OF DELIVERIES: 5.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances: NMID: , Form 16-344(3/2011) Page 1 of 4 SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind (a) Whenever SCE deems it necessary in its sole judgment, to construct, install, maintain, repair, replace, remove; investigate, or inspect any of its equipment or any part of its electric system; or (b)Whenever SCE determines in its sole judgment, that curtailment, interruption, or reduction of Customer's electrical generation is otherwise necessary due to emergencies, forced outages, force majeure, or compliance with prudent electrical practices. 5.2 Notwithstanding any other provision of this Agreement, upon termination of this Agreement or at any time SCE determines the continued parallel operation of the Generating Facility may endanger the public or SCE personnel, or affect the integrity of SCE's electric system or the quality of electric service provided to other customers, SCE shall have the right to require the Generating Facility to be immediately disconnected from SCE's electric system, The Generating Facility shall remain disconnected until such time as SCE is satisfed,,in its sole judgment, that the condition(s) causing such disconnection have ended or have been corrected. 5.3 Whenever feasible, SCE shall give Customer reasonable notice of the possibility that interruption or reduction of deliveries may be required. 5.4 Electrical energy and capacity provided to Customer during periods of curtailment or interruption of the output of the Generating Facility shall be provided pursuant to the terms of _____therate schedule(s)applicable to the electric service account to which the Generating Facility is connected. 6. ACCESS TO PREMISES: SCE may enter Customer's premises at all times, without notice to Customer for emergency purposes only: (a)To inspect Customer's protective devices or check meter(s)to ascertain there is no power flow;or (b) To disconnect the Generating Facility and/or service to Customer, whenever in BCE's sole opinion, a hazardous condition exists and such immediate action is necessary to protect persons, SCE's facilities,or property of others from damage or interference caused by the Generating Facility, or the absence or failure of properly operating protective devices. SCE will make prior arrangements with the Customer for gaining emergency access to Customer's premises by obtaining keys, lock box key, or padlock, or make other mutually agreed upon arrangements. 7. INDEMNITY AND LIABILITY: 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim,cost, charge, demand, or expense(including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys' fees) for injury or death to persons, including 'employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor's facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost,charge,demand,or expense resulting from its sole negligence or willful misconduct. T2 The indemnitor shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees, that may be incurred by the other Party in enforcing this indemnity. 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. NMID: , Form 16-344(3/2011) Page 2 of 4 ` ^ SOUTHERN CALIFORNIA ED0oNCoMPnNY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind, 7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party, 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to,o/ any liability to any person who io not a Party toit. 7,5 Notwithstanding the provisions of Section 7,1, Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the mpere8on, faulty opemdon, or non-operation of SDE'otadiitiea and SCE shall not be liable for any such damage eocaused. O. GOVERNING LAW: This Agreement shall be in1erpnated, governed, and construed under the laws of the State of California ao|/executed and hnbe performed wholly within the State of California. 9. CALIFORNIA PUBLIC UTILITIES COMMISSION: 9.1 This Agreement shall at all times be subject to such changes or modifications by the Commission as the Commission may, from time to time, direct in the exercise of its jurisdiction. 0.2 Notwithstanding any other provisions of this Agreement, SCE has the right to unilaterally file with the Commission, pursuant bzthe Commission's rules and naguiotions, an application for change in rates, charges, desoifiumbon.-mem\ce. o�rule or any agreement relating thereto. 18. AK8GNDK8ENT, MODIFICATIONS,WAIVER ORASSIGNMENT: 18A This Agreement may not be e|$anad or modified by either of the Parbea, except by an instrument in writing executed by each ofthem, 102 None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given )nwriting, The failure ofa Party\o insist in any one or more mstanoemupon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder uhoU not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 10.3 This Agreement shall supersede any existing agreement under which Customer is currently operating the Generating Facility identified in Section 2, henein, and any such agreement shall be deemed terminated oaof the date this Agreement becomes effective. 10.4 This Agreement contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied,on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement. 10.5 A new Customer ofRecord or New Party In (NPK who owns, |eosao, or rents o premises with an operating generating feciUh/, previously approved by SCE for (nheumnneoUon, may take Net Metering Service otthe generating facility site, on the condition that the NP| takes service under the Net Energy Metering Tariff and meets the requirements of this section.To be eligible,the NPI must: (1)ensure that the generating facility is compliant with all applicable seh** and performance standards as delineated in SCE'm Electric Rule 21 and other applicable tariffs in effect at the time the Generating Facility was first approved for ponuUo| uperadun� and (2) understand that SCE may from time to time release 1othe California Energy Commission and/or the California Public Utilities Commisaion, information regarding the NP|'e facility, including NP|'a name and Generating Facility |mzaUun, capacity and operational characteristics. SCE will notify the NPl, by providing (1) a copy of the NEyW Interconnection Agreement and its terms; (2) a copy of,applicable NENl related Fact Sheets and (3) the SCE mebaiho location of the current NEN1 Rate Tariff. Additiono\ly, o new Customer of Record or NP\ who owns, |eamee, or rents a premise with an operating generating facility over 30 kVV moot sign the unchanged NEPN and Interconnection Agreement. wMzo: ______-, Form zs's14(J/2o1z) Page 3«r4 .f SOUTHERN CALIFORNIA EDISON COMPANY Net Energy Metering And Generating Facility Interconnection Agreement For Solar&Wind 10.6 A new Customer or NPI who owns.rents or leases a premises that includes a NEM_eligible electrical generating facility above 30 KW will need to sign a new interconnection agreement. If no changes are made to the interconnection facilities, the agreement will have identical terms and conditions as the ones approved for the previous Customer, 11. NOTICES: 11.1 Any notice required under this Agreement shall be in writing and.mailed at any United States Post Office with postage prepaid and addressed to the Party, or personally delivered to the Party, at the address below. Changes in such designation may be made by notice similarly given. All written notices shall be directed as follows: CUSTOMER SOUTHERN CALIFORNIA EDISON CO. City of Huntington Beach Customer Solar&Self-Generation 2000 Main street Attn: NEM Program Huntington Beach,CA 92W P.O. Box 800 Rosemead, CA 91770 11.2 Customer's notices to SCE pursuant to this Section shall refer to the Generating Facility Identification Number that is set forth in Section 2.1. 12. TERM AND TERMINATION OF AGREEMENT: 12.1 This Agreement shall become effective when signed by Customer and SCE, and shall remain in effect thereafter from month to month unless terminated by either Party on thirty (30)days' prior written notice in accordance with Section 11. 12.2 This Agreement shall terminate, without notice, upon: (a) termination of the electric distribution service provided to Customer by SCE; or(b)changes to Customer's electric load which cause Customer to no longer satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2)of the California Public Utilities Code and (c) termination of eligible Customer's Net Energy Metering arrangements with its Electric Service Provider. 13. SIGNATURES: This Agreement may be executed in counterpart, and by electronic signature on the part of SCE, and copies of a Party's signed page may be transmitted to the other Party by facsimile or other electronic means. Copies of the signature page so transmitted may be used for the purpose of enforcing the terms of this Agreement as though they were originals and will not be made inadmissible in any legal or regulatory proceeding concerning this Agreement on the basis of the Best Evidence Rule or similar rule of admissibility. IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of the latter of the two dates set forth below. %OMER SOUTHERN CALIFORNIA EDISON CO. By: /' By: V'��u'..;��w�Z for Name: Cit f H J ntington Beach Name: Gary Barsley Title: Energy Program Manager Title: Manager,Customer Solar&Self-Generation Date: 05/19/2011 Date: 7/5/ 02 11 APP QVED AS O F�}RM JE I R 11 Pity h# y B Deputy c tY A V7 NMID; , Form 16-344(3/2011) Page 4 of 4 t DATE(MM/DD/YY) R�0 CERTIFICATE OF LIABILITY INSURANCE 1/14I2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Aon Risk Services Central,Inc..St,Louis MO Office,8182 Maryland PHONE FAx Ave-,St-Louis,Mo.63105, PHONE:(314)721-5100, Fax:(314)719- A/C No.Ext: A/C.No: 5126,California License Number OB20771 E-MAIL ADDRESS: PRODUCER CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: St Paul Fire 8 Marine Insurance Co_ 24767 MEMC Electronic Materials, Inc. INSURER B: ACE American Insurance Company 22667 Sun Edison LLC INSURER C: 12500 Baltimore Avenue INSURER D: Catlin Specialty Insurance Company 15989 Beltsville,MD 20705 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 275183 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD SUBR POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE INSR WVD B POLICY NUMBER DATE(MM/DDlYYYY) DATE(MM/DDlYYYY) LIMITS GENERAL LIABILITY PMI G 25518275 6/30/2010 6!1(2011 EACH OCCURRENCE $ 1,000,000 ❑d I—i V!COMMERCIAL GENERAL LIABILITY = DAMAGE TO RENTED !CLAIMS MADE EbCCUR PREMISES(Ea occurrence) $ 50,000 $25,000 SIR Applies to GL MED EXP(Any Y one person)) $ Excluded r�l XCU PERSONAL&ADV INJURY $ GEN-L AGGREGATE LIMIT APPLIES PER: 1,000,000 --POLICY I�;PROJECT i�LOC GENERAL AGGREGATE $ 2,000,000 L , PRODUCTS-COMPiOP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY W El CAL H08591143 6/1/2010 - 6/1/2011 COMBINED SINGLE LIMIT $ 1,000,000 Id`'aNY AUTO (Ea accident) 1IAILL OWNED AUTOS BODILY INJURY $ i�ISCHEDUL ED AUTOS (Per person) 3�,.HIRED AUTOS BODILY INJURY i„VNON OWNED AUTOS (Per accident) $ _, PROPERTY DAMAGE $ (Per accident) A !�UMBRELLA LIAB D OCCUR (�I ❑ 6/1/2010- 6/1/2011 EACH OCCURRENCE -$ 5,000,000 �l❑,I,I EXCESS LIAB CLAIMS-MADE L. QK08500177 AGGREGATE $ 5,000,000 DEDUCTIBLE $ �I�,RETENTION $ $25,000 $ B WORKERS'COMPENSATION AND 136330-Deductible-All States Q - 6/1/2010 6/1/2011 'WC STATIJ- r-OTHER % f EMPLOYERS'LIABILITY _TORY LIMITS- B ANY PROPRIETORIPARTNER/EXECUTIVE ❑ CF C46136329-Loss Limitatio 6/1/2010 6/1/2011 E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? -- (Mandatory in NH) N E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1 000.000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liability-Claims Made ❑ CPL-199941-1211 1213112010 12/31/2011 1,000,000 El DESCRIPTION OF OPERATIONS f LOCATIONS!VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Master 10-11 2.214 MC parking lot PV installation at three city of Huntington Beach sites.Sites include:Central Library,City Yard,and the Civic Center.The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are added as Additional Insureds with regards to the General Liability,Automobile Liability and Excess Liability policies. Ci2T1FICATIHALDER . aNGELL11Tlt?N, City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE The The Main Street THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE AOURU'2v{2#} 1 N ".,,l. ...5 1�8 #A 'ACIUKU GUt0'1}RATf(34t1 5 4ts r s teed. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PMI G25518275 001 COMMERCIAL GENERAL LIABILITY ENDORSEMENT NUMBER: 10 CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations Any person or organization whom you have agreed All locations of the Named Insured. to include as an additional insured under a written contract, provided such contract was executed prior to an occurrence. Information re wired to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or equip- 1. Your acts or omissions;or ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project (other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the locations) desig- covered operations has been completed; or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 2010 07 04 0 ISO Properties, Inc.,2004 Page 1 of 1 C] CONFIDENTIAL AND PROPRIETARY GENERAL TERMS AND CONDITIONS OF SOLAR POWER&SERVICES AGREEMENT These General Terms and Conditions("General Conditions')are dated as ofZlf'day of October, 2010 and are witnessed and acknowledged by SunEdison Origination], LLC("Provider')and City of Huntington.Beach, a municipal corporation("Purchaser'), as evidenced by their signature on the last page of this document. These General Conditions are intended to be incorporated by reference into Solar Power&Services Agreements that may be entered into between SunEdison and Purchaser or between their respective affiliates. Except to the extent Provider or Purchaser becomes a party to a Solar Power Services&Site License Agreement that incorporates these General Conditions, these General Conditions shall have no binding effect upon Provider or Purchaser. 1. DEFINITIONS. "Bankruptcy Event" means with respect to a Party, that either: 1.1 Definitions. In addition to other terms (i) such Party has (A) applied for or consented to the specifically defined elsewhere in the Agreement, where appointment of, or the taking of possession by, a capitalized, the following words and phrases shall be receiver, custodian,trustee or liquidator of itself or of all defined as follows: or a substantial part of its property; (B) admitted in "Actual Monthly Production" means the amount of Writing its inability, or be generally unable, to pay its energy recorded by Provider's metering equipment debts as such debts become due; (C) made a general assignment for the benefit of its creditors; (D) during each calendar month of the Term, pursuant to commenced a voluntary case under any bankruptcy law; Section 4.2. (E)filed a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, "Affiliate" means, with respect to any specified Person, winding up, or composition or readjustment of debts; (F) any other Person directly or indirectly controlling, failed to controvert in a timely and appropriate manner, controlled by or under common control with such or acquiesced in writing to, any petition filed against specified Person. such Party in an involuntary case under any bankruptcy law; or (G) taken any corporate or other action for the "Agreement" means, the Solar Power & Services purpose of effecting any of the foregoing;or Agreement. (ii) a proceeding or case has been commenced without "Applicable Law"means,with respect to any Person,any the application or consent of such Party in any court of constitutional provision, law, statute, rule, regulation, competent jurisdiction seeking (A) its liquidation, ordinance, treaty, order, decree, judgment, decision, reorganization, dissolution or winding-up or the certificate, holding, injunction, registration, license, composition or readjustment of debts or, (B) the franchise, permit, authorization, guideline, Governmental appointment of a trustee, receiver, custodian, liquidator Approval, consent or requirement of any Governmental or the like of such Party under any bankruptcy law, and Authority having jurisdiction over such Person or its such proceeding or case has continued undefended, or property, enforceable at law or in equity, including the any order,judgment or decree approving or ordering any interpretation and administration thereof by such of the foregoing shall be entered and continue unstayed Governmental Authority. and in effect for a period of sixty(60)days. "Assignment'has the meaning set forth in Section 13.1. GENERAL CONDITIONS v.19.0 "Business Day" means any day other than Saturday, the transaction. Fair Market Value of the System will be Sunday or any other day on which banking institutions in determined pursuant to Section 2.4. New York, NY are required or authorized by Applicable Law to be closed for business. "Financing Party" means, as applicable (i) any Person (or its agent) from whom Provider (or an Affiliate of "Commercial Operation Date" has the meaning set forth Provider) leases the System, or (ii) any Person (or its in Section 3.3(b). agent)who has made or will make a loan to or otherwise provider financing to Provider (or an Affiliate of "Confidential Information" has the meaning set forth in Provider)with respect to the System. Section 15.1. "Force Majeure Event" has the meaning set forth in "Covenants, Conditions and Restrictions" or "CCR" Section 10.1. means those requirements or limitations related to the Premises as may be set forth in a lease, if applicable, or "General Conditions" means these Terms and by any association or other organization, having the Conditions. authority to impose restrictions. "Governmental Approval" means any approval, consent, "Disruption Period" has the meaning set forth in franchise, permit, certificate, resolution, concession, Section 4.3(b). license, or authorization issued by or on behalf of any applicable Governmental Authority. "Early Termination Date" means any date on which the Agreement terminates other than by reason of expiration "Governmental Authority" means any federal, state, of the then applicable Term. regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, "Early Termination Fee" means the fee payable by bureau, or other administrative, regulatory or judicial Purchaser to Provider under the circumstances described body of any such government. in Section 2.2, Section 2.3, Section 4.3(a) or Section 11.2. "Host"means Purchaser. "Effective Date" has the meaning set forth in the Special "Indemnified Persons"means the Purchaser Indemnified Conditions. Parties or the Provider Indemnified Parties, as the context requires. "Environmental Attributes" shall mean, without limitation, carbon trading credits, renewable energy "Initial Term"has the meaning set forth in Section 2.1. credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable "Installation Work" means the construction and credits, or Green-e®products. installation of the System and the start-up, testing and acceptance (but not the operation and maintenance) "Estimated Remaining Payments" means as of any date, thereof,all performed by or for Provider at the Premises. the estimated remaining Solar Services Payments to be made through the end of the then-applicable Term, as "Invoice Date"has the meaning set forth in Section 6.2. reasonably determined by Provider. "kWh Rate" means the price per kWh set forth in "Estimated Annual Production"has the meaning set forth Schedule 2 of the Special Conditions. in Section 5.2. "Liens"has the meaning set forth in Section 7.1(e). "Expiration Date" means the date on which the Agreement terminates by reason of expiration of the "Local Electric Utility" means the local electric Term. distribution owner and operator providing electric distribution and interconnection services to Purchaser at "Fair Market Value" means, with respect to any tangible the Premises. asset or service, the price that would be negotiated in an arm's-length, free market transaction, for cash, between "Losses" means all losses, liabilities, claims, demands, an informed, willing seller and an informed, willing suits, causes of action, judgments, awards, damages, buyer, neither of whom is under compulsion to complete cleanup and remedial obligations, interest, fines, fees, Page 2 of 19 Version 19.0 penalties, costs and expenses (including all attorneys' subsidies in Schedule 1 of the Special Conditions and all fees and other costs and expenses incurred in defending other solar or renewable energy subsidies and incentives. any such claims or other matters or in asserting or enforcing any indemnity obligation). "Solar Insolation" or "Insolation" means the amount of solar kWh per square meter falling on a particular "Option Price"has the meaning set forth in Section 2.3. location,as specified by Provider. "- or "Parties" has the meaning set forth in the "Solar Power Services & License Agreement" means the preamble to the Solar Power&Services Agreement. Solar Power Services and License Agreement(including the Schedules and Exhibits attached thereto) and these "Person" means an individual, partnership, corporation, General Conditions (including the Exhibits attached limited liability company, business trust, joint stock hereto)to the extent incorporated therein. company, trust,unincorporated association,joint venture, firm,or other entity,or a Governmental Authority. "Solar Services" means the supply of electrical energy output from the System and any associated reductions in "Premises" means the premises described in Schedule 1 Purchaser's peak demand from its Local Electric Utility. of the Special Conditions.For the avoidance of doubt,the Premises includes the entirety of any structures and "Solar Services Payment" has the meaning set forth in underlying real property located at the address described Section 6.1. in Schedule 1 of the Special Conditions. "Special Conditions" means the Solar Power and "Provider" has the meaning set forth in the Special Services Agreement,excluding these General Conditions. Conditions. "Stated Rate" means a rate per annum equal to the lesser "Provider Default" has the meaning set forth in of (a) the "prime rate" (as reported in The Wall Street Section 11.1(a). Journal)plus two percent(2%)and(b)the maximum rate allowed by Applicable Law. "Provider Indemnified Parties" has the meaning set forth in Section 16.2. "System" means the integrated assembly of photovoltaic panels, mounting assemblies, inverters, converters, "Purchase Date"means such Business Day that occurs on metering, lighting fixtures, transformers, ballasts, the date that is ninety one(91)days after each successive disconnects, combiners, switches, wiring devices and annual anniversary of the Commercial Operation Date, wiring, more specifically described in Schedule 1 of the provided, however, that no Purchase Date shall occur Special Conditions. prior to such date that is five (5) years and ninety one (91)days after the Commercial Operation Date. "System Operations" means the Provider's operation, maintenance and repair of the System performed in "Purchaser" has the meaning set forth in the Special accordance the requirements herein. Conditions. "Term"has the meaning set forth in Section 2.1. "Purchaser Default" has the meaning set forth in Section 11.2(a). "Transfer Time" has the meaning set forth in Section 4.3(a). "Purchaser Indemnified Parties" has the meaning set forth in Section 16.1. 1.2 Interpretation. The captions or headings in these General Conditions are strictly for "Representative" has the meaning set forth in convenience and shall not be considered in interpreting Section 15.1. the Agreement. Words in the Agreement that impart the singular connotation shall be interpreted as plural, and "Security Agreement" has the meaning set forth in words that impart the plural connotation shall be Section 8.2. interpreted as singular, as the identity of the parties or objects referred to may require. The words "include", "Solar Incentives" means any accelerated depreciation, "includes", and "including" mean include, includes, and installation or production-based incentives, investment including"without limitation" and"without limitation by tax credits and subsidies including,but not limited to,the specification." The words "hereof', "herein", and Page 3 of 19 Version 19.0 "hereunder" and words of similar import refer to the written instructions delivered to Purchaser by Provider or Agreement as a whole and not to any particular provision Provider's Financing Party, as applicable, for payments of the Agreement. Except as the context otherwise under the Agreement. Upon execution of the documents indicates, all references to"Articles"and"Sections"refer and payment of the Option Price, in each case as to Articles and Sections of these General Conditions. described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, 2. TERM AND TERMINATION. payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 2.1 Term. The term of the Agreement shall hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the commence on the Effective Date and shall continue for provisions of the Agreement shall be applicable as if the twenty (20) years from the Commercial Operations Date purchaser had not exercised any option to purchase the ("Term"), unless and until terminated earlier pursuant to System. the provisions of the Agreement. . 2.4 Determination of Fair Market Value. If the 2.2 Early Termination. Purchaser may Option Price indicated by Provider in accordance with terminate the Agreement prior to any applicable Section 2.3 is equal to the Fair Market Value (as Expiration Date for any reason upon sixty (60) days' determined by Provider) and Purchaser disputes such prior written notice. In such event, Purchaser shall pay, stated Fair Market Value within thirty(30)days of receipt as liquidated damages, the Early Termination Fee set of such notice from Provider, then the Parties shall forth on Schedule 3, Column 1 of the Special Conditions, mutually select an independent appraiser with experience and Provider shall cause the System to be disconnected and expertise in the solar photovoltaic industry. Such and removed from the Premises. Upon Purchaser's appraiser shall act reasonably and in good faith to payment to Provider of the Early Termination Fee, the determine Fair Market Value and shall set forth such Agreement shall terminate automatically. determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding 2.3 Purchase Option. On any Purchase upon the Parties in the absence of fraud or manifest error. Date, so long as a Purchaser Default shall not have The "Fair Market Value" shall be the sum of(i) the fair occurred and be continuing, Purchaser has the option to market value of the assets as a commercial entity for the purchase the System for a purchase price (the "Option remaining Term of the Agreement giving effect to all Price") equal to the greater of(a) the Fair Market Value rights and obligations under this Agreement plus (ii) the of the System as of the Purchase Date, or (b) the Early estimated fair market value of the System's components Termination Fee as of the Purchase Date, as specified in as salvage at the end of the Term minus the cost of the Schedule 3, Column 2 of the Special Conditions. To Provider's obligation under Section 2.5 of this exercise its purchase option, Purchaser shall, not less Agreement; provided that in no event shall (i) minus (ii) than one hundred and eighty (90) days prior to the be less than zero. The fair market value shall be proposed Purchase Date, provide written notice to calculated based on expected cash flows and shall exclude Provider of Purchaser's intent to exercise its option to any unique "value in use" or"value in place." The costs purchase the System on such Purchase Date. Within of the appraisal shall be borne by Purchaser if such thirty(30)days of receipt of Purchaser's notice, Provider appraisal results in a value equal or greater than the value shall specify the Option Price, and Purchaser shall then provided by Provider pursuant to Section 2.3; otherwise, have a period of thirty (30) days after notification to the Parties shall equally shall such cost. confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market 2.5 Removal of System at Expiration. Value of the System, to dispute the determination of the Subject to Purchaser's exercise of its purchase option Fair Market Value of the System. In the event Purchaser under Section 2.3, upon the expiration or earlier confirms its exercise of the purchase option in writing to termination of the Agreement, Provider shall, at Provider (whether before or after any determination of Provider's expense, remove all of its tangible property the Fair Market Value determined pursuant to comprising the System from the Premises on a mutually Section 2.4), (i) the Parties shall promptly execute all convenient date but in no case later than sixty (60) days documents necessary to (A) cause title to the System to after the Expiration Date. The Premises shall be returned pass to Purchaser on the Purchase Date, free and clear of to its original condition, except for System mounting any Liens, and (B) assign all vendor warranties for the pads or other support structures and ordinary wear and System to Purchaser, and (ii) Purchaser shall pay the tear. If the System is to be located on a roof, then in no Option Price to Provider on the Purchase Date, such case shall Provider's removal of the System affect the payment to be made in accordance with any previous integrity of Purchaser's roof,which shall be as leak proof Page 4 of 19 Version 19.0 as it was prior to removal of System(other than ordinary (f) There has been a material adverse wear and tear). For purposes of Provider's removal of change in the rights of Purchaser to occupy the Premises the System, Purchaser's covenants pursuant to Section or Provider to construct the System on the Premises. 7.2 shall remain in effect until the date of actual removal of the System. Provider shall leave the Premises in neat (g) Purchaser has not received evidence and clean order. If Provider fails to remove or reasonably satisfactory to it that interconnection services commence substantial efforts to remove the System by will be available with respect to energy generated by the such agreed upon date, Purchaser shall have the right, at System. its option, to remove the System to a public warehouse and restore the Premises to its original condition (other (h) Purchaser has determined that there are than System mounting pads or other support structures easements, CCRs or other liens or encumbrances that and ordinary wear and tear)at Provider's sole cost. would materially impair or prevent the installation, operation,maintenance or removal of the System. 2.6 Conditions of the Agreement Prior to Installation. In the event that any of the following events (i) There has been a material adverse or circumstances occur prior to the Commercial change in Purchaser's credit-worthiness. Operation Date, Provider may (at its sole discretion) terminate the Agreement, in which case neither Party 2.7 Conditions of the Agreement Prior to shall have any liability to the other except for any such Installation. In the event that any of the following events liabilities that may have accrued prior to such or circumstances occur prior to the Provider's termination: commencement of Installation Work, Purchaser may (at its sole discretion) terminate the Agreement, in which (a) The Provider determines that the case neither Party shall have any liability to the other Premises, as is, is insufficient to accommodate the except for any such liabilities that may have accrued System. prior to such termination: (b) There exist site conditions (including (a) The Provider determines that the environmental conditions) or construction requirements Premises, as is, is insufficient to accommodate the that were not known as of the Effective Date and that System. could reasonably be expected to materially increase the cost of Installation Work or would adversely affect the (b) There exist site conditions (including electricity production from the System as designed. environmental conditions) or construction requirements that were not known as of the Effective Date and that (c) There is a material adverse change in could reasonably be expected to materially increase the the regulatory environment, incentive program or federal cost of Installation Work or would adversely affect the or state tax code (including the expiration of any electricity production from the System as designed. incentive program or tax incentives in effect as of the Effective Date) that could reasonably be expected to (c) There is a material adverse change in adversely affect the economics of the installation for the regulatory environment, incentive program or federal Provider and its investors. or state tax code (including the expiration of any incentive program or tax incentives in effect as of the (d) Provider is unable to obtain financing Effective Date) that could reasonably be expected to for the System on terms and conditions satisfactory to it. adversely affect the economics of the installation for Purchaser and its investors. (e) Provider has not received a fully executed a release or acknowledgement from any (d) Purchaser has not received evidence mortgagee of the Premise, if required by Provider's reasonably satisfactory to it that interconnection services Financing Party, to establish the priority of its security will be available with respect to energy generated by the interest in the System, and(iii)such other documentation System. or as may be reasonably requested by Provider to evidence Purchaser's ability to meet its obligations under (e) If Provider has increased the Kwh Rate Section 7.2(d)(ii)to ensure that Provider will have access above the "maximum rate" set forth in Schedule 2 of the to the Premises throughout the Term. Special Conditions, as a consequence of interest rates in connection with Provider's financing of the System. Page 5 of 19 Version 19.0 4. SYSTEM OPERATIONS. 3. CONSTRUCTION,INSTALLATION AND 4.1 Provider as Owner and Operator. The TESTING OF SYSTEM. System will be owned by Provider or Provider's Financing Party and will be operated and maintained and, 3.1 Installation Work. Provider will cause as necessary, repaired by Provider at its sole cost and the System to be designed, engineered, installed and expense; provided, that any repair or maintenance costs constructed substantially in accordance with Schedule 1 incurred by Provider as a result Purchasers negligence or of the Special Conditions and Applicable Law. At its breach of its obligations hereunder shall be reimbursed request, Purchaser shall have the right to review all by Purchaser. construction plans and designs, including engineering 4.2 Metering. Provider shall install and evaluations of the impact of the System. Provider shall maintain a utility grade kilowatt-hour (kWh) meter for perform the Installation Work at the Premises between the measurement of electrical energy provided by the the hours of 7:30 a.m. and 8:00 p.m. in a manner that System and may, at its election, install a utility grade complies with Huntington Beach's noise ordinance and kilowatt-hour (kWh) meter for the measurement of minimizes inconvenience to and interference with the use electrical energy delivered by the Local Electric Utility of the Premises to the extent commercially practical. and consumed by Host at the Premises. 3.1.1 As-Built Drawings. Within 120 days of the Commercial Operation Date,Provider 4.3 System Disruptions. shall deliver to Purchaser two(2)copies of the final as-built drawings plus one copy on DVD. (a) Substitution of Premises. If, for reasons other that Provider's breach of its obligations 3.2 Approvals, Permits. Purchaser shall hereunder, Provider ceases to have access rights to the reasonably assist Provider in obtaining all necessary Premises as necessary to operate the System prior to the approvals and permits including but not limited to those Expiration Date, then Purchaser shall either (i) provide related to the Local Electric Utility, any Governmental Provider with a mutually agreeable substitute premises in Authority, and any waivers, approvals or releases a location with similar Solar Insolation, or (ii) terminate required pursuant to any applicable CCR. the Agreement pursuant to Section 2.2. Purchaser shall provide at least one hundred and eighty (90) days' 3.3 System Acceptance Testing written notice prior to the date on which it desires to effect such substitution. In connection with such (a) Provider shall conduct testing of the substitution, Purchaser and Provider shall amend the Agreement to specify the substitute premises. Purchaser System in accordance with such methods, acts, shall also provide any new owner, lessor, or mortgagee guidelines, standards and criteria reasonably accepted or consents or releases required by Provider's Financing followed by photovoltaic solar system integrators in the Party in connection with the substitute Premises. If United States. Purchaser is unable to obtain such consents and releases for a substitute Premises, the substitution shall not be (b) If the results of such testing indicate allowed and Purchaser shall terminate the Agreement that the System is capable of generating electric energy pursuant to Section 2.2. Purchaser shall pay all costs for four(4)continuous hours, using such instruments and associated with relocation of the System including`all meters as have been installed for such purposes, and the costs and expenses incurred by or on behalf of Provider System has been approved for interconnected operation in connection with removal of the System from the by the Local Electric Utility, then Provider shall send a existing Premises and repair or maintenance of the written notice to Purchaser to that effect, and the date of Premises, if applicable, and installation and testing of the such notice shall be the"Commercial Operation Date." System at such substitute premises and all applicable interconnection fees and expenses at the substitute (c) If the construction site is not cleaned premises, as well as costs of new title search and other up and punch list items completed within 30 days out of pocket expenses connected to preserving and after the Commercial Operation Date, then refiling the security interest of Provider's Financing Party Purchaser may withhold 10% of invoiced in the System, Purchaser shall not pay for damage caused amounts until those items are completed. by Provider. Provider shall make commercially reasonable efforts to remove all of its tangible property comprising the System from the vacated Premises prior to the termination of Purchaser's rights to use such Page 6 of 19 Version 19.0 Premises. Upon removal of the tangible property 5.2 Estimated Annual Production. The comprising the System from the Premises, the Premises annual estimate of Solar Services with respect to the shall be returned to its original condition, except for System for any given year as determined pursuant to this incidental hardware or other support structures and Section shall be the"Estimated Annual Production." The ordinary wear and tear. Provider to remove support Estimated Annual Production for each year of the Initial structures at City's reasonable request. If the System is Term is set as forth in Schedule 4 of the Special to be located on a roof, then in no case shall Provider's Conditions. removal of the System affect the integrity of the roof of the Premises, which shall be as leak proof as it was prior 5.3 Environmental Attributes and Solar to removal of System. In connection with any Incentives. Purchaser's purchase of Solar Services substitution of Premises, Purchaser shall continue to includes Environmental Attributes but not Solar make all payments for the Solar Services, and Purchaser Incentives. Purchaser shall own Environmental shall reimburse Provider for any lost revenue during any Attributes. Solar Incentives shall be owned by Provider transfer or construction time period (the "Transfer or Provider's Financing Party for the duration of the Time"), including any lost revenue associated with Solar System's operating life. Provider disclaims any right to Services Payments, any reduced Solar Incentives during Environmental Attributes based upon the installation of the Transfer Time. For the purpose of calculating Solar the System at the Premises, Each Party shall execute any Services Payments and lost revenue for such Transfer document or agreement reasonably necessary to fulfill Time, Solar Services shall be deemed to have been the intent of this Section 5.3. To avoid any conflicts produced at the average rate over the preceding twelve with fair trade rules regarding claims of solar or (12)months (or, if the substitution occurs within the first renewable energy use and to help ensure that twelve (12) months of operation, the average over such Environmental Attributes will be certified by Green-e® period of operation). or a similar organization, Provider, shall submit to City of Huntington Beach for approval any press releases (b) System Disruptions. In the event that regarding Provider's use of solar or renewable energy any act or omission of Purchaser or Purchaser's from the System and shall not submit for publication any employees, Affiliates, agents or subcontractors such releases without the prior written approval of (collectively, a"Purchaser Act")results in a disruption or Purchaser. Without limiting Purchaser's other rights outage in System production, then, in either case, hereunder, in the event that Provider breaches its Purchaser shall (i) pay Provider for all work required by obligations under this Section 5.3 and, as a result thereof, Provider to disassemble or move the System and (ii) the value of the Environmental Attributes generated by continue to make all payments for the Solar Services the System is reduced, Provider shall pay to Purchaser during such period of System disruption(the "Disruption the value of such reduction. Period"), and (iii) reimburse Provider for any other lost revenue during the Disruption Period, any reduced Solar 5.4 Title to System. Throughout the Incentives during the Disruption Period. For the purpose duration of the Agreement, Provider or Provider's of calculating Solar Services Payments and lost revenue Financing Party shall be the legal and beneficial owner of for such Disruption Period, Solar Services shall be the System at all times, and the System shall remain the deemed to have been produced at the average rate over personal property of Provider or Provider's Financing the preceding twelve (12) months (or, if the disruption Party and shall not attach to or be deemed a part of, or occurs within the first twelve (12) months of operation, fixture to, the Premises. The System shall at all times the average over such period of operation). retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. 5. DELIVERY OF SOLAR SERVICES. Purchaser covenants that it will use reasonable commercial efforts to place all parties having an interest in or lien upon the real property comprising the Premises 5.1 Purchase Requirement. Purchaser on notice of the ownership of the System and the legal agrees to purchase one hundred percent (100%) of the status or classification of the System as personal Solar Services generated by the System up to 112% of property. If there is any mortgage or fixture filing the amount on Schedule 4, and made available by against the Premises which could reasonably be Provider to Purchaser during each relevant month of the construed as attaching to the System as a fixture of the Term. While the Solar Services are calculated and billed on a per kWh basis as set forth in Schedule 2 of the premises, Purchaser shall provide, at Provider's request, a disclaimer or release from such lien holder. If Special Conditions, they represent a package of services purchaser is the fee owner of the Premises, Purchaser and benefits, including reduction in the Purchaser's peak consents to the filing by Provider, on behalf of Purchaser, demand from the Local Electric Utility. of a disclaimer of the System as a fixture of the Premises Page 7 of 19 Version 19.0 in the office where real estate records are customarily and not subject to reduction, withholding, set-off, or filed in the jurisdiction of the Premises. If Purchaser is adjustment of any kind. not the fee owner, Purchaser will, at Provider's request, use commercially reasonable efforts to obtain such 6.5 Disputed Payments. If a bona fide consent from such owner. dispute arises with respect to any invoice,Purchaser shall not be deemed in default under the Agreement and the 6. PRICE AND PAYMENT. Parties shall not suspend the performance of their respective obligations hereunder, including payment of 6A Reimbursement of Purchaser's costs undisputed amounts owed hereunder. If an amount Provider shall reimburse the Purchaser a total of disputed by Purchaser is subsequently deemed to have $150,000. This amount is fixed and the Purchaser been due pursuant to the applicable invoice, interest shall assumes the risk that the actual costs may be higher. The accrue at the Stated Rate on such amount from the date reimbursement shall be paid in two installments, $75,000 becoming past due under such invoice until the date paid. within seven (7) days after signing the Agreement and $75,000 within seven (7) days after the Commercial 7. GENERAL COVENANTS. Operation Date. 7.1 Provider's Covenants. Provider 6.1 Consideration. Purchaser shall pay to covenants and agrees to the following: Provider a monthly payment (the "Solar Services Payment') for the Solar Services generated by the (a) Notice of Damage or Emergency. System during each calendar month of the Term equal to' Provider shall (x) promptly notify Purchaser if it the product of (x) Actual Monthly Production for the becomes aware of any damage to or loss of the use of the System for the relevant month multiplied by(y)the kWh System or that could reasonably be expected to adversely Rate. In the event that Host is a municipality or other affect the System, (y) immediately notify Purchaser it Governmental Authority, if sufficient funds to provide becomes aware of any event or circumstance that poses for payment(s) owed by Purchaser under this Agreement an imminent risk to human health, the environment, the are not appropriated, the Purchaser may terminate this System or the Premises. Agreement upon notice in writing to Provider in accordance with the terms of Section 2.2, including, (b) System Condition. Provider shall take without limitation, the payment to Provider of the Early all actions reasonably necessary to ensure that the System Termination Fee. is capable of providing Solar Services at a commercially reasonable continuous rate. 6.2 Invoice. Provider shall invoice Purchaser on or about the first day of each month (each, (c) Governmental Approvals. While an "Invoice Date"), commencing on the first Invoice providing the Installation Work, Solar Services, and Date to occur after the Commercial Operation Date, for System Operations, Provider shall obtain and maintain the Solar Services Payment in respect of the immediately and secure all Governmental Approvals required to be preceding month. The last invoice shall include obtained and maintained and secured by Provider and to production only through the Expiration Date of this enable Provider to perform such obligations at Provider's Agreement. sole cost. 6.3 Time of Pa ment. Purchaser shall pay (d) Health and Safetv. Provider shall take all undisputed amounts due hereunder within thirty (30) all necessary and reasonable safety precautions with days after the date of the applicable Invoice Date. respect to providing the Installation Work, Solar Services, and System Operations that shall comply with 6.4 Method of Payment. Purchaser shall all Applicable Laws pertaining to the health and safety of make all payments under the Agreement by electronic persons and real and personal property. funds transfer in immediately available funds to the account designated by Provider from time to time. All (e) Liens. Other than a Financing Party's payments that are not paid when due shall bear interest security interest in or ownership of the System, Provider accruing from the date becoming past due until paid in shall not directly or indirectly cause, create, incur, full at a rate equal to the Stated Rate. All payments made assume or suffer to exist any mortgage, pledge, lien hereunder shall be non-refundable, be made free and (including mechanics', labor or materialman's lien), clear of any tax, levy,assessment, duties or other charges charge, security interest, encumbrance or claim of any nature("Liens")on or with respect to the Premises or any Page 8of19 Version 19.0 interest therein, in each case to the extent such Lien Section, it shall immediately notify Provider in writing, arises from or is related to Provider's performance or shall promptly cause such Lien to be discharged and non-performance of its obligations hereunder. If released of record without cost to Provider, and shall Provider breaches its obligations under this Section, it indemnify Provider against all costs and expenses shall (i)immediately notify Purchaser in writing, (ii) (including reasonable attorneys' fees and court costs at promptly cause such Lien to be discharged and released trial and on appeal)incurred in discharging and releasing of record without cost to Purchaser, and (iii) defend and such Lien. indemnify Purchaser against all costs and expenses (including reasonable attorneys' fees and court costs at (c) Consents and Approvals. Purchaser trial and on appeal) incurred in discharging and releasing shall ensure that any authorizations required of Purchaser such Lien. under this Agreement are provided in a timely manner. To the extent that only Purchaser is authorized to request, (f)Financing and City Property.In no obtain or issue any necessary approvals, permits, rebates circumstance will financing arrangements made by or other financial incentives, Purchaser shall cooperate Provider attach to Purchaser's land or property including with Provider to obtain such approvals, permits, rebates the land or property of Purchaser described in the Special or other financial incentives. Conditions. (d) [Intentionally Omitted.] (g) Facility Mechanic's Lien.—Removal of Liens. Purchaser shall not own the System and shall not (e) Temporga storage space during be responsible for any mechanics lien or stop notice installation or removal. Purchaser shall use placed or attempted to be placed on the System by commercially reasonable efforts to include in Special Provider's labor or material providers. Provider shall not Conditions and Site License agreement for sufficient cause or permit any liens or stop notices to attach or to be space at the Premises for the temporary storage and placed upon or encumber the Property arising from or staging of tools, materials and equipment and for the resulting out of any improvements,alterations or other parking of construction crew vehicles and temporary work performed by Provider. If any such lien attaches, construction trailers and facilities reasonably necessary Provider agrees to cause the lien to be removed within ten during the Installation Work, System Operations or (10)days of notification thereof by posting a bond, System removal, and access for rigging and material payment of the lien or otherwise. If Provider fails to handling. remove the lien within such time period,in addition to its other remedies under this Agreement,Purchaser may (f) Sunlight Easements. Purchaser will undertake to cause such lien to be removed and charge to take all reasonable actions as necessary to prevent other Provider any costs and expenses incurred in connection buildings, structures or flora from overshadowing or with the removal of said lien. Provider agrees to defend otherwise blocking access of sunlight to the System. and indemnify Purchaser against all costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal)incurred in discharging and releasing 8. REPRESENTATIONS&WARRANTIES. any such lien. 8.1 Representations and Warranties 7.2 Purchaser's Covenants. Purchaser covenants Relating to Agreement Validity. In addition to any other and agrees as follows: representations and warranties contained in the Agreement, each Party represents and warrants to the (a) Notice of Damage or Emergency. other as of the Effective Date that: Purchaser shall (x) promptly notify Provider if it becomes aware of any damage to or loss of the use of the (a) it is duly organized and validly existing and in good standing in the jurisdiction of its System or that could reasonably be expected to adversely organization; affect the System, (y) immediately notify Provider it becomes aware of any event or circumstance that poses an imminent risk to human health, the environment, the (b) it has the full right and authority to enter into, execute, deliver, and perform its obligations System or the Premises. under the Agreement; (b) Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist (c) it has taken all requisite corporate or any Liens on or with respect to the System or any interest other action to approve the execution, delivery, and therein. If Purchaser breaches its obligations under this performance of the Agreement; Page 9 of 19 Version 19.0 (d) the Agreement constitutes its legal, TO PURCHASER PURSUANT TO THIS valid and binding obligation enforceable against such AGREEMENT SHALL BE "AS-IS WHERE-IS." NO Party in accordance with its terms, except as may be OTHER WARRANTY TO PURCHASER OR ANY limited by applicable bankruptcy, insolvency, OTHER PERSON, WHETHER EXPRESS, IMPLIED reorganization, moratorium, and other similar laws now OR STATUTORY, IS MADE AS TO THE or hereafter in effect relating to creditors' rights INSTALLATION, DESIGN, DESCRIPTION, generally; QUALITY, MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, (e) there is no litigation, action,proceeding OR FITNESS FOR ANY PARTICULAR PURPOSE OF or investigation pending or, to the best of its knowledge, THE SYSTEM, THE SOLAR SERVICES OR ANY threatened before any court or other Governmental OTHER SERVICE PROVIDED HEREUNDER OR Authority by, against, affecting or involving any of its DESCRIBED HEREIN, OR AS TO ANY OTHER business or assets that could reasonably be expected to MATTER, ALL OF WHICH ARE EXPRESSLY adversely affect its ability to carry out the transactions DISCLAIMED BY PROVIDER. contemplated herein;and (f) its execution and performance of the 9. TAXES AND GOVERNMENTAL FEES. Agreement and the transactions contemplated hereby do 9.1 Purchaser Obligations. Purchaser shall not constitute a breach of any term or provision of, or a reimburse and pay for any documented taxes, fees or default under,(i)any contract or agreement to which it or charges imposed or authorized by any Governmental any of its Affiliates is a party or by which it or any of its Authority and paid by Provider due to Provider's sale of Affiliates or its or their property is bound, (ii) its o the Solar Services to Purchaser(other than income taxes organizational documents,or(iii)any Applicable Laws. imposed upon Provider). Provider shall notify Purchaser 8.2 Representations Regarding Security in writing with a detailed statement of such amounts, Interest. Purchaser has been advised that part of the Which shall be invoiced by Provider and payable by collateral securing the financial arrangements for the Purchaser. Purchaser shall timely report, make filings System may be the granting of a first priority perfected for, and pay any and all sales,use, income,gross receipts security interest(the"Security Interest")in the System to or other taxes, and any and all franchise fees or similar a Financing Party. In connection therewith, Purchaser fees assessed against it due to its purchase of the Solar represents and warrants as follows: Services. This Section 9.1 excludes taxes specified in Section 9.2. (a) To Purchaser's knowledge, the 9.2 Provider Obligations. Subject to granting of the Security Interest will not violate any term Section 9.1 above, Provider shall be responsible for all or condition of any covenant, restriction, lien, financing income, gross receipts, ad valorem, personal property or agreement,or security agreement affecting the Premises. real property or other similar taxes and any and all (b) Purchaser is aware of no existing lease, franchise fees or similar fees assessed against it due to its mortgage, security interest or other interest in or lien ownership of the System. Provider shall not be obligated for any taxes payable by or assessed against Purchaser upon the Premises that could attach to the System as an based on or related to Purchaser's overall income or interest adverse to Provider's Financing Party's Security revenues. Interest therein. (c) To Purchaser's knowledge, there exists 10. FORCE MAJEURE. no event or condition which constitutes a default, or would, with the giving of notice or lapse of time, 10.1 Definition. "Force Majeure Event" constitute a default under this Agreement. means any act or event that prevents the affected Party from performing its obligations in accordance with the Any Financing Party shall be an intended third-party Agreement, if such act or event is beyond the reasonable beneficiary of this Section 8.2. control, and not the result of the fault or negligence, of the affected Party and such Parry had been unable to 8.3 EXCLUSION OF WARRANTIES. overcome such act or event with the exercise of due EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS diligence (including the expenditure of reasonable sums). 3.1, 4.1, AND 7.1 AND THIS SECTION 8, THE Subject to the foregoing conditions, "Force Majeure INSTALLATION WORK, SYSTEM OPERATIONS, Event" shall include without limitation the following acts AND SOLAR SERVICES PROVIDED BY PROVIDER or events: (i) natural phenomena, such as storms, Page 10 of 19 Version 19.0 hurricanes, floods, lightning, volcanic eruptions and Event, neither Party shall have any liability to the other earthquakes; (ii) explosions or fires arising from (other than any such liabilities that have accrued prior to lightning or other causes unrelated to the acts or such termination), and the provisions of Section 2.2 omissions of the Party seeking to be excused from (Early Termination)shall be inapplicable. performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, 11. DEFAULT. terrorist acts, or rebellion; (iv) strikes or labor disputes (except strikes or labor disputes caused solely by 11.1 Provider Defaults and Purchaser employees of the Provider or as a result of such parry's failure to comply with a collective bargaining Remedies. agreement); (v) action by a Governmental Authority, including a moratorium on any activities related to the (a) Provider Defaults. The following Agreement; and (vi) the inability for one of the Parties, events shall be defaults with respect to Provider(each, a despite its reasonable efforts, to obtain, in a timely "Provider Default"): manner, any Governmental Approval necessary to enable the affected Party to fulfill its obligations in accordance (i) A Bankruptcy Event shall with the Agreement, provided that the delay or non- have occurred with respect to Provider; obtaining of such Governmental Approval is not attributable to the Party in question and that such Party (ii) Provider fails to pay Purchaser has exercised its reasonable efforts to obtain such Permit. any undisputed amount owed under the Agreement A Force Majeure Event shall not be based on the within thirty (30) days from receipt of notice from economic hardship of either Party. Purchaser of such past due amount;and 10.2 Excused Performance. Except as (iii) Provider breaches any otherwise specifically provided in the Agreement,neither material term of the Agreement and (A) if such breach Parry shall be considered in breach of the Agreement or can be cured within thirty (30) days after Purchaser's liable for any delay or failure to comply with the written notice of such breach and Provider fails to so Agreement (other than the failure to pay amounts due cure, or (B) Provider fails to commence and pursue a hereunder), if and to the extent that such delay or failure cure within such thirty (30) day period if a longer cure is attributable to the occurrence of a Force Majeure period is needed. Event; provided that the Party claiming relief under this Section 10 shall immediately (i) notify the other Party in (b) Purchaser's Remedies. If a Provider writing of the existence of the Force Majeure Event, (ii) Default described in Section 11.1(a) has occurred and is exercise all reasonable efforts necessary to minimize continuing, in addition to other remedies expressly delay caused by such Force Majeure Event, (iii) notify provided herein, and subject to Section 12, Purchaser the other Party in writing of the cessation or termination may terminate the Agreement and exercise any other of said Force Majeure Event and (iv) resume remedy it may have at law or equity or under the performance of its obligations hereunder as soon as Agreement. practicable thereafter; provided, however, that Purchaser shall not be excused from making any payments and (c) No Early Termination Fee. Section 2.2 paying any unpaid amounts due in respect of Solar of the Agreement shall not apply to any termination of Services delivered to Purchaser prior to the Force the Agreement by Purchaser pursuant to this Majeure Event performance interruption. Section 11.1. 10.3 Termination in Consequence of Force 11.2 Purchaser Defaults and Provider's Majeure Event. If a Force Majeure Event shall have Remedies. occurred that has affected Provider's performance of its obligations hereunder and that has continued for a (a) Purchaser Default. The following continuous period of one hundred eighty(180)days,then events shall be defaults with respect to Purchaser(each, a Purchaser shall be entitled to terminate the Agreement "Purchaser Default"): upon ninety (90) days' prior written notice to Provider. The obligation in Section 2.5 to remove and restore the (i) A Bankruptcy Event shall site survives termination of the Agreement. If at the end have occurred with respect to Purchaser; of such ninety (90)day period such Force Majeure Event shall still continue, the Agreement shall automatically (ii) Purchaser breaches any terminate. Upon such termination for a Force Majeure material term of the Agreement if(A)such breach can be Page 11 of 19 Version 19.0 cured within thirty (30) days after Provider's notice of intended third-party beneficiary of this Section 13.1. such breach and Purchaser fails to so cure, or (B) Any assignment by Provider without any required prior Purchaser fails to commence and pursue said cure within written consent of Provider shall not release Purchaser of such thirty (30) day period if a longer cure period is its obligations hereunder. needed;and 13.2. Acknowledgment of Collateral (iii) Purchaser fails to pay Provider Assignment. In the event that Provider identifies a any undisputed amount due Provider under the secured Financing Party in Schedule 5 of the Special Agreement within thirty (30) days from receipt of notice Conditions, or in a subsequent notice to Purchaser, then from Provider of such past due amount. Purchaser hereby: (b) Provider's Remedies. If a Purchaser (a) acknowledges the collateral assignment Default described in Sections 11.2(a)has occurred and is by Provider to the Financing Party, of Provider's right, continuing, in additional to other remedies expressly title and interest in, to and under the Agreement, as provided herein, and subject to Section 12, Provider may consented to under Section 13.1 of the Agreement. terminate this Agreement and upon such termination, (A) Provider shall be entitled to receive from Purchaser the (b) acknowledges that the Financing Party Early Termination Fee pursuant to Section 2.2, and (B) as such collateral assignee shall be entitled to exercise Provider may exercise any other remedy it may have at any and all rights of lenders generally with respect to the law or equity or under the Agreement. Provider's interests in this Agreement. 11.3 Removal of System.tem. Upon any (c) acknowledges that it has been advised termination of the Agreement pursuant to this Section 11, that Provider has granted a first priority perfected Provider will remove the System pursuant to Section 2.5 security interest in the System to the Financing Party and hereof, absent any purchase of the System by Purchaser that the Financing Party has relied upon the pursuant to Section 2.2 hereof. characterization of the System as personal property, as agreed in this Agreement in accepting such security 12. LIMITATIONS OF LIABILITY. interest as collateral for its financing of the System. 12.1 Except as expressly provided herein, Any Financing Party shall be an intended third- neither Party shall be liable to the other Party or its party beneficiary of this Section 13.2. Indemnified Persons for any special,punitive,exemplary, 13.3 Assignment by Purchaser. Purchaser indirect, or consequential damages, losses or damages for shall not assign the Agreement or any interest therein, lost revenue or lost profits, whether foreseeable or not, without Provider's prior written consent, which consent arising out of,or in connection with the Agreement. shall not be unreasonably withheld, conditioned or delayed. Any assignment by Purchaser without the prior 13. ASSIGNMENT. written consent of Provider shall not release Purchaser of its obligations hereunder. 13.1 Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an 13.4 Notice of System Transfer. "Assignment") the Agreement or any interest therein, Provider shall notify Purchaser in writing of any without the prior written consent of Purchaser, which change in ownership of the System. shall not be unreasonably withheld for qualified assignees with a minimum D&B rating of 3A2, 14. NOTICES. conditioned or delayed; provide d, however, that, without the prior consent of Purchaser, Provider may (i) assign 14.1 Notice Addresses. Unless otherwise this Agreement to an Affiliate of Provider; (ii)assign this provided in the Agreement, all notices and Agreement as collateral security in connection with any financing of the System (including, without limitation, communications concerning the Agreement shall be in writing and addressed to the other Party (or Financing pursuant to asale-leaseback transaction). In the event that Provider identifies such secured Financing Party in Party, as the case may be) at the addresses set forth in Schedule 5 of the Special Conditions, or in a subsequent Schedule 5 of the Special Conditions, or at such other n address as may be designated in writing to the other Party notice to Purchaser,then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms from time to time. and Conditions. Any Financing Party shall be an Page 12 of 19 Version 19.0 14.2 Notice. Unless otherwise provided by any entity to whom that Party improperly discloses herein,any notice provided for in the Agreement shall be Confidential Information. The terms of the Agreement hand delivered, sent by registered or certified U.S. Mail, (but not its execution or existence) shall be considered postage prepaid, or by commercial overnight delivery Confidential Information for purposes of this Article, service, or transmitted by facsimile and shall be deemed except as set forth in Section 15.3. All Confidential delivered to the addressee or its office when received at Information shall remain the property of the disclosing the address for notice specified above when hand Party and shall be returned to the disclosing Party or delivered, upon confirmation of sending when sent by destroyed after the receiving Party's need for it has facsimile (if sent during normal business hours or the expired or upon the request of the disclosing Party. next Business Day if sent at any other time), on the Confidential Information must be clearly labeled and Business Day after being sent when sent by overnight only extends to bona fide Confidential Information. delivery service (Saturdays, Sundays and legal holidays excluded), or five (5) Business Days after deposit in the 15.2 Permitted Disclosures. mail when sent by U.S.mail. Notwithstanding any other provision herein,neither Party shall be required to hold confidential any information 14.3 Address for Invoices. All invoices that: under the Agreement shall be sent to the address provided by Purchaser. Invoices shall be sent by regular (a) becomes publicly available other than first class mail postage prepaid. through the receiving Party; 15. CONFIDENTIALITY. (b) is required to be disclosed by a Governmental Authority, under Applicable Law or 15.1 Confidentiality Obligation. If either pursuant to a validly issued subpoena or required filing, Party provides confidential information, including but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such business plans, strategies, financial information, requirement; proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information (c) is independently developed by the regarding the financing, design, operation and receivingPa or maintenance of the System or of Purchaser's business ' ("Confidential Information") to the other or, if in the (d) becomes available to the receiving course of performing under the Agreement or negotiating Party without restriction from a third party under no the Agreement a Party learns Confidential Information obligation of confidentiality. regarding the facilities or plans of the other,the receiving Party shall (a) protect the Confidential Information from 15.3 Goodwill and Publicity. Neither Party disclosure to third parties with the same degree of care shall use the name, trade name, service mark, or accorded its own confidential and proprietary information, and(b)refrain from using such Confidential trademark of the other Party in any promotional or advertising material without the prior written consent of Information, except in the negotiation and performance such other Party. The Parties shall coordinate and of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its cooperate with each other when making public , announcements related to the execution and existence of officers, directors, members, managers, employees the Agreement, and each Party shall have the right to agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or promptly review, comment upon, and approve any acquirers of Provider or its Affiliates (provided and on publicity materials, press releases, or other public condition that such potential assignees be bound by a statements by the other Party that refer to, or that written agreement restricting use and disclosure of describe any aspect of, the Agreement; provided that no Confidential Information) (collectively, such publicity releases or other public statements (except "Representatives"), in each case whose access is for filings or other statements or releases as may be reasonably necessary. Each such recipient of required by Applicable Law) shall be made by either Party without the prior written consent of the other Party. Confidential Information shall be informed by the Party At no time will either Party acquire any rights disclosing Confidential Information of its confidential n Whatsoever to any trademark, trade name, service mark, nature and shall be directed to treat such information confidentially and shall agree to abide by these logo or other intellectual property right belonging to the provisions. In any event, each Party shall be liable (with other Party. Notwithstanding the foregoing, Purchaser respect to the other Party)for any breach of this provision agrees that Provider may, at its sole discretion, take photographs of the installation process of the System Page 13 of 19 Version 19.0 and/or the completed System, and Provider shall be Indemnified Parties") from and against any and all permitted to use such images (regardless of media) in its Losses incurred by the Provider Indemnified Parties to marketing efforts, including but not limited to use in the extent arising from or out of any claim for or arising brochures, advertisements, websites and news outlet or out of any injury to or death of any Person or loss or press release articles. The images shall not include any damage to property of any Person to the extent arising identifying information without Purchaser permission out of Purchaser's negligence or willful misconduct. and the installation site shall not be disclosed beyond the Purchaser shall not,however, be required to reimburse or type of establishment (such as "Retail Store," indemnify any Provider Indemnified Party for any Loss "Distribution Center," or such other general terms), the to the extent such Loss is due to the negligence or willful city and state. misconduct of any Provider Indemnified Party. 15.4 Enforcement of Confidentiality 17. INSURANCE. Obli ag tion. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Article by the receiving Party or its Representatives or 17A. INSURANCE AND INDEMNITY other Person to whom the receiving Party discloses Confidential Information of the disclosing Party and that General. Prior to Provider's access to the the disclosing Party may be entitled to equitable relief, licensed area of the Premises,Provider at its sole including injunctive relief and specific performance, in cost and expense,shall insure its activities in the event of any breach of the provisions of this Article. connection with this Agreement and obtain,keep To the fullest extent permitted by Applicable Law, such in force and maintain the insurance as set forth in the Special Conditions no less than Two Million remedies shall not be deemed to be the exclusive remedies for a breach of this Article, but shall be in Dollars($2,000,000.)per occurrence. addition to all other remedies available at law or in equity. 18. MISCELLANEOUS. 16. INDEMNITY. 18.1 Integration; Exhibits. The Agreement, together with the Exhibits and Schedules attached thereto 16.1 Provider's Indemnity. Subject to and hereto, constitute the entire agreement and Section 12, Provider agrees that it shall indemnify and understanding between Provider and Purchaser with hold harmless Purchaser, its permitted successors and respect to the subject matter thereof and supersedes all assigns and their respective directors, officers, members, prior agreements relating to the subject matter hereof, shareholders and employees (collectively, the"Purchaser Which are of no further force or effect. The Exhibits and Indemnified Parties") from and against any and all Schedules attached thereto and hereto are integral parts Losses incurred by the Purchaser Indemnified Parties to hereof and are made a part of the Agreement by the extent arising from or out of the following: (a) any reference. In the event of a conflict between the claim for or arising out of any injury to or death of any provisions of these General Conditions and any Person or loss or damage to property of any Person to the applicable Special Conditions, the provisions of the extent arising out of Provider's negligence or willful Special Conditions shall prevail. misconduct or (b) any infringement of patents or the improper use of other proprietary rights by Provider or its 18.2 Amendments. This Agreement may employees or representatives that may occur in only be amended, modified or supplemented by an connection with the performance of the Installation instrument in writing executed by duly authorized representatives of Provider and Purchaser. Work, System Operations or Solar Services and the ownership and use of the System. Provider shall not, however, be required to reimburse or indemnify any 18 Industry Standards. Except as s Purchaser Indemnified Party for any Loss to the extent otherwise set forth herein, for the purpose of the such Loss is due to the negligence or willful misconduct Agreement the normal standards of performance within of any Purchaser Indemnified Party. relevant solar photovoltaic power generation industry in the relevant market shall be the measure of whether a Party's 16.2 Purchaser's Indemnity. Subject to performance is reasonable and timely. Unless expressly Section 12, Purchaser agrees that it shall indemnify and defined herein, words having well-known technical or hold harmless Provider, its permitted successors and trade meanings shall be so construed. assigns and their respective directors, officers, members, shareholders and employees (collectively, the "Provider Page 14 of 19 Version 19.0 18.4 Cumulative Remedies. Except as set contractors or independent parties and shall discharge forth to the contrary herein, any right or remedy of their contractual obligations at their own risk. Provider or Purchaser shall be cumulative and without prejudice to any other right or remedy,whether contained 18.10 Successors and Assigns. This herein or not. Agreement and the rights and obligations under the Agreement shall be binding upon and shall inure to the 18.5 [Intentionally Omitted.] benefit of Provider and Purchaser and their respective successors and permitted assigns. 18.6 Limited Effect of Waiver. The failure of Provider or Purchaser to enforce any of the provisions 18.11 Counterparts. This Agreement may be of the Agreement, or the waiver thereof, shall not be executed in one or more counterparts, all of which taken construed as a general waiver or relinquishment on its together shall constitute one and the same instrument part of any such provision,in any other instance or of any other provision in any instance. 18.12 Facsimile Delivery. This Agreement may be duly executed and delivered by a Party by 18.6 Survival. The obligations under execution and facsimile or electronic, "pdf' delivery of Sections 2.2 (Early Termination), 2.5 (Removal of the signature page of a counterpart to the other Party. System), Section 7.1(d) (Provider Covenant), Sections 7.2(d), (e), (f)and(g)(Purchaser Covenants), Section 8.3 [Remainder of page intentionally left blank.] (Exclusion of Warranties), Article 9 (Taxes and Governmental Fees), Article 12 (Limitation of Liability), Article 14 (Notices), Article 15 (Confidentiality), Article 18 (Miscellaneous), or pursuant to other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement for any reason. 18.7 Government Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.8 Severability. If any term, covenant or condition in the Agreement shall, to any extent, be invalid or unenforceable in any respect under Applicable Law, the remainder of the Agreement shall not be affected thereby, and each term, covenant or condition of the Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law and, if appropriate, such invalid or unenforceable provision shall be modified or replaced to give effect to the underlying intent of the Parties and to the intended economic benefits of the Parties. 18.9 Relation of the Parties. The relationship between Provider and Purchaser shall not be that of partners, agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes. Provider and Purchaser, in performing any of their obligations hereunder, shall be independent Page 15 of 19 Version 19.0 These General Terms and Conditions are witnessed and acknowledged by SunEdison and Party B below. For the avoidance of doubt, neither SunEdison nor Party B shall have any obligations or liability resulting from its witnessing and acknowledging these General Terms and Conditions. "SUNEDISON": SUNEDISON ORIGINATION I,LLC By: Name: Title: r�'t �kfv� , Date: �U J C� LEGAL D ? APPro11 Initials: ----- Date "City of Huntington Beach": By: Name: Fred Wilson Title: City Administrator Date: Signatures Continued Page 16 of 19 Version 19.0 SOLAR POWER SERVICES & SITE LICENSE AGREEMENT Continued Signatures CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor ti ity Clerk REVI IATED AND APPROVED: �ity' dministrator APP VED AS TO FORM: City Attorney t Exhibit A of General Conditions Intentionally Left Blank 1326562v2 Exhibit B of General Conditions Certain Agreements for the Benefit of the Financing Parties Purchaser acknowledges that Provider will be financing the installation of the System either through a lessor,lender or with financing accommodations from one or more financial institutions and that the Provider may sell or assign the System and/or may secure the Provider's obligations by, among other collateral, a pledge or collateral assignment of this Agreement and a first security interest in the System. In order to facilitate such necessary sale, conveyance, or financing, and with respect to any such financial institutions of which Provider has notified Purchaser in writing Purchaser agrees as follows: (a) Consent to Collateral Assignment. Purchaser consents to either the sale or conveyance to a lessor or the collateral assignment by Provider to the a lender that has provided financing of the System, of the Provider's right,title and interest in and to this Agreement. (b) Notices of Default. Purchaser will deliver to the Financing Party,concurrently with delivery thereof to Provider, a copy of each notice of default given by Purchaser under the Agreement, inclusive of a reasonable description of Provider default. No such notice will be effective absent delivery to the Financing Party. Purchaser will not mutually agree with Provider to terminate the Agreement without the written consent of the Financing Party. (c) Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The Financing Party,as collateral assignee,shall be entitled to exercise,in the place and stead of Provider,any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement and only in the event of Provider's or Host's default.the Financing Party shall also be entitled to exercise all rights and remedies of secured parties as provided in this Agreement and the System. ii. The Financing Party shall have the right,but not the obligation,to pay all sums due under this Agreement and to perform any other act,duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Provider under this Agreement or(unless the Financing Party has succeeded to Provider's interests under this Agreement)to perform any act, duty or obligation of Provider under this Agreement,but Purchaser hereby gives it the option to do so. Upon the exercise of remedies under its security interest in the System,including any sale thereof by the Financing Party,whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Financing Party(or any assignee of the Financing Party)in lieu thereof,the Financing Party shall give notice to Host of the transferee or assignee of this Agreement.Any such exercise of remedies shall not constitute a default under this Agreement. The Financing Party shall not sell the System and transfer the Agreement to a third party unless such third party has agreed to cure the defaults under the Agreement. iii. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code,at the request of the Financing Party made within ninety(90)days of such termination or rejection,Host shall enter into a new agreement with the Financing Party or its assignee having the same terms and conditions as this Agreement. (d) Right to Cure. i. Purchaser will not exercise any right to terminate or suspend this Agreement unless it shall have given the Financing Party prior written notice by sending notice to the Financing Party(at the address provided by Provider) of its intent to terminate or suspend this Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within thirty(30)days after such notice or(if longer)the periods provided for in this Agreement. The 1326562v2 Parties respective obligations will otherwise remain in effect during any cure period;provided that if such Provider default reasonably cannot be cured by the Financing Party within such period and the Financing Party commences and continuously pursues cure of such default within such period,such period for cure will be extended for a reasonable period of time under the circumstances,such period not to exceed additional ninety(90)days. ii. If the Financing Party(including any purchaser or transferee),pursuant to an exercise of remedies by the Financing Party, shall acquire title to or control of Provider's assets and shall,within the time periods described in Sub-section(c)(i).above,cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity,then such person or entity shall no longer be in default under this Agreement,and this Agreement shall continue in full force and effect. 1326562v2 SOLAR POWER SERVICES & SITE LICENSE AGREEMENT (City Ward) This Solar Power Services & Site License Agreement ("Agreement") is entered into on October 2010 between SunEdison Originationl, LLC, a Delaware limited liability company ("Provider" or "Licensee"), and City of Huntington Beach, a municipal corporation organized and existing under the laws of the state of California ("Purchaser" or "Licensor"); and, together with Provider, each, a "Party" and together, the "Parties"). WITNESSETH: WHEREAS, Purchaser, as Licensor, is the owner of property located in the City of Huntington Beach, California("Property", as hereafter described in more detail); WHEREAS, Licensor desires to implement systems which will help control energy consumption and costs on the Property; WHEREAS, Provider, as Licensee, desires to lease a portion of the Property ("Premises") from Licensor in order to construct, install, maintain and operate a solar photovoltaic system on the Premises for the purpose of providing Solar Services (as hereafter defined), and Licensor desires to permit such installation, maintenance and operation on the terms and conditions herein contained; WHEREAS, Provider and Purchaser acknowledged those certain General Terms and Conditions of the Solar Power Services Agreement dated as of October A 2010 ("General Conditions"), which are incorporated by reference as set forth herein; and WHEREAS, the terms and conditions of this Agreement, excluding the General Conditions, constitute "Special Conditions"referred to in the General Conditions. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation and Subordination of General Conditions. The General Conditions are incorporated herein as if set forth in their entirety. In the event of a conflict between a term or condition contained in the General Conditions and a term or condition contained in the Special Conditions, the Special Condition shall prevail. 2. Premises. Licensor licenses to Licensee and Licensee licenses from Licensor that portion of the Property as described and depicted on Schedule 1 ("Premises"), including a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Licensee and as mutually agreed upon by the Parties. 3. License. Licensee acknowledge that it holds no property interest in the Premises, and its rights hereunder are solely as a licensee for partial use of the Property in accordance with the terms hereof, and Licensee shall not be deemed a lessee of any portion of the Property. 4. Term. The Term of this Agreement is as defined in Section 2.1 of the General Conditions and repeated here for convenience. The initial term shall commence on the Effective Date and continue for twenty (20) years from the Commercial Operation Date unless and until terminated earlier pursuant to the provisions of this Agreement. 5. Access to Premises. Licensor grants Licensee access to the Premises and the System during the Term and for so long as needed after expiration or earlier termination to remove the System. Licensee will give Licensor reasonable written or telephonic notice before any entry onto the Premises by Licensee's employees, agents or contractors. Licensor will not interfere with or handle any Licensee equipment or the System without written authorization from Licensee; provided, however, that Licensor shall at all times have access to and the right to observe the Installation Work or System removal. 6. Delivery of Premises. Prior to Licensee's installation of the System, Licensee shall have inspected the Premises and satisfied itself that the Premises are in a condition ready for Licensee's installation of the System. Licensor shall use reasonable efforts to locate space at the Premises for the temporary storage and staging of tools, materials and equipment. Licensor does not guarantee space for parking of construction crew vehicles and temporary construction trailers, but will cooperate with Licensee in locating parking close to the Premises. 7. Use. 7.1 Licensee shall use the Premises for the sole purpose of installation, construction, operation, maintenance, repair and removal of the System and associated actions and for no other purpose without the prior written consent of Licensor, which consent shall not be unreasonably withheld. 7.2 Compliance with Law. Licensee shall, at Licensee's sole cost and expense, comply with all statutes, ordinances and regulations of all governmental entities (federal, state, county and municipal), relating to Licensee's use and occupancy of the Premises, whether those statutes, ordinances and regulations are now in force or are subsequently enacted including Huntington Beach Charter Section 612 if applicable. If any license, permit or other governmental authorization or approval is required for the lawful use or occupancy of the Premises, Licensee shall procure and maintain it, at Licensee's sole cost and expense,throughout the Term. 8. Installation and Removal of System. 8.1 Licensee shall construct and install the System on the Premises pursuant to Section 3 of the General Conditions. Licensee shall remove the System from the Premises upon the expiration or earlier termination of the Term pursuant to Section 2.5 of the General Conditions. 8.2 Licensor shall continue its standard security measures for the Property, which Licensee acknowledges may not be sufficient for protection of damage or losses to the System caused by criminal acts of third parties (including graffiti). Licensor shall not be liable in any way for such damage or losses. Licensee shall, at Licensee's cost, obtain insurance coverage to the extent Licensee desires protection against such criminal acts. 9. Maintenance. At all times during the Term, Licensee shall, at Licensee's own cost and expense, keep and maintain the System on the Premises in a first-class condition, in good order and repair and in a safe and clean condition, including any graffiti removal. -2- 10. Hazardous Materials. 10.1 Compliance. During the Term, Licensee, at its sole cost, shall comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material (as defined below) on the Premises. Licensee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Licensee or Licensee's employees, contractors or subcontractors in a manner or for a purpose prohibited by any federal, state or local agency or authority. 10.2 Notice. Licensee shall immediately provide Licensor with telephonic notice, which shall promptly be confirmed by written notice, of any and all spillage, discharge, release and disposal of Hazardous Material onto or within the Premises which by law must be reported to any federal, state or local agency, and any injuries or damages resulting directly or indirectly therefrom. In addition, Licensee shall indemnify and hold Licensor harmless from any such spill or discharge as set forth herein to the extent caused by Licensee or its agents or contractors. 10.3 Definition of Hazardous Material. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. (42 U.S.C. Section 6903), or (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C. Section 9601). 10.4 Licensee shall be responsible for and shall indemnify, protect, defend and hold harmless Licensor from any and all liability, damages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise at any time and which result from Licensee's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, upon or about the Premises. Licensor shall be responsible for and shall indemnify, protect, defend and hold harmless Licensee on the same basis as above for any claims which result from Licensor's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, on or about the Premises. 11. Indemnity and Insurance. 11.1 Licensee agrees that it shall obtain prior to commencing installation of the System, and maintain throughout the Term, the insurance described in Schedule. 6 hereof, the terms of which are incorporated by reference. 11.2 Licensee agrees that it shall indemnify Purchaser and its identified related party in accordance with Schedule 6 hereof, the terms of which are incorporated by reference. 11.3 Not more frequently than once every five (5) years, if, in the sole but reasonable opinion of Licensor, the amount and/or scope of general public liability insurance and/or property insurance coverage above at that time is not adequate, Licensee may increase such liability coverage amounts as reasonably required by Licensor during the Term or any Renewal Term of this Agreement to comply with industry standards. Notwithstanding the foregoing, such increases may not exceed an -3 - increase greater than twenty percent (20%) of the then current coverage amount and must be universally applied to all similar Licensees located on the Property. 11.4 Insurance Hazards — Prior to Licensee's commencement of installation work at the Property, the Parties will consult to determine whether Licensee's planned acts on said Property by its agents or employees or the use of said Property by its agents or employees in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Property, said Property or the improvements on said Property. Licensee shall not do anything to violate the insurance policies that are now kept in place on the Property, or the improvements located thereon, by Licensor in Licensor's sole discretion, provided that Licensor has given reasonably clear written instruction on the requirements of such insurance policies. 11.5 Any insurance proceeds received by Licensor because of the total or partial destruction of said Property or any buildings on said Property shall be the sole property of Licensor. 12. Right of Entry. Licensor may enter the Premises at any time for any reasonable actions, including but not limited to (i) inspecting the Premises, (ii) posting in such places as Lessor may select notices of non-responsibility for works of construction, repair or improvement made by Licensee. Licensor shall not interfere with Licensee's use of the Premises to provide electricity as described herein. Schedules. The following Schedules hereto are the respective Schedules to the Special Conditions referenced in the General Conditions: Schedule 1 Description of the Property, Premises & System Schedule 2 kWh Rate Schedule 3 Early Termination Fee Schedule 4 Estimated Annual Production Schedule 5 Notice Information Schedule 6 Insurance and Indemnity IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in these Special Conditions and intending to be legally bound hereby, Provider/Licensee and Purchaser/Licensor have executed this Agreement as of the date first written above. SUNEDISON ORIGINATION1, LLC By: SUN EDISON LLC By: By: Na J �m �n r Name: Fred Wilson Title: U P Su g L6N Nvip u Title: City Administrator Date: 6 Date: Signatures continued LEGAL DE t. Approve o F rm Initials: Date: -4- SOLAR POWER SERVICES & SITE LICENSE AGREEMENT Continued Signatures CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor tIE Clerk ITIATED D APPROVED: C4 Administrator A,LED AS TO FORM: �r Cit Attorney SCHEDULES I. Schedule 1: Description of Premises and System Solar System Premises: 17371 Gothard Huntington Beach, CA 92648 as described in Design Review No. 2010-021 or subsequent Design Reviews. Anticipated Rebate or CSI Step 7 ($0.09/kWh) Subsidy Solar System Size: 158 kW (DC) Scope: Solar Canopies in Parking lots per Entitlement documents Module: SunTech STP280 or equivalent Inverter: IEEE 1547 Qualified -5 - II. Schedule 2 - - kWh Rate The kWh Rate with respect to the System under the Agreement shall be in accordance with the following schedule: Year kWh Year $/kWh of Rate[*] of Rate[*] System ($/kWh) System ($/kWh) Term Term 1 0.1440 11 0.1933 2 0.1483 12 0.1991 3 0.1527 13 0.2051 4 0.1573 14 0.2112 5 0.1620 15 0.2175 6 0.1669 16 0.2240 7 0.1718 17 0.2307 8 0.1770 18 0.2376 9 0.1823 19 0.2447 10 0.1877 20 0.2520 [*Calculated based on the year 1 kWh Rate multiplied by [2.99%] inflation factor each year.] In the event that Provider is unable to obtain financing at the expected rate of 6%,the Year PPA Rate will adjust in accordance with following table. For the purposes of Section 2.7 of the General Conditions, the "maximum rate" the city will accept is 0.1503 $/kWh. Interest Rate True Up Rate Yr 1 Rate 5.50% 0.1382 5.75% 0.1415 6.00% 0.1440 6.25% 0.1472 6.50% 0.1503 6.75% 0.1535 7.00% 0.1567 7.25% 0.1598 7.50% 0.1628 7.75% 0.1658 8.00% 0.1689 -6- III. Schedule 3-Early Termination Fee The Early Termination Fee with respect to the System under the Agreement shall be calculated in accordance with the following: Early Column 1 Purchase Date Occurs Column 2 Termination Early Termination Fee on the 91St day following Early Termination Fee Occurs in where Purchaser does where Purchaser takes Year: not take Title to the (Each "Anniversary" Title to the System System ($/Wdc including below shall refer to the ($/Wdc, does not costs of removal) anniversary of the include costs of Commercial Operation removal)* Date 1* $ 7.14 2 $ 6.31 3 $ 5.48 - 4 $ 4.65 5 $ 3.82 - 6 $ 3.64 51 Anniversary $ 3.14 7 $ 3.47 6t Anniversary $ 2.97 8 $ 3.29 7t Anniversary $ 2.79 9 $ 3.11 8t Anniversary $ 2.61 10 $ 2.93 9t Anniversary $ 2.43 11 $ 2.75 101 Anniversary $ 2.25 12 $ 2.58 l l t Anniversary $ 2.08 13 $ 2.40 12t Anniversary $ 1.90 14 $ 2.22 13t Anniversary $ 1.72 15 $ 2.04 141 Anniversary $ 1.54 16 $ 1.87 15t Anniversary $ 1.37 17 $ 1.69 16t Anniversary $ 1.19 18 $ 1.51 17t Anniversary $ 1.01 19 $ 1.33 18t Anniversary $ 0.83 20 $ 1.16 19t Anniversary $ 0.66 At Expiration (the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0). *Includes Early Termination prior to the Commercial Operation Date. -7- IV. Schedule 4—Estimated Annual Production Estimated Annual Production commencing on the Commercial Operation Date with respect to System under the Agreement shall be as follows: Year Estimated Year Estimated of Production of Production System (kWh) System (kWh) Term Term 1 225,679 11 214,646 2 224,551 12 213,572 3 223,428 13 212,504 4 222,311 14 211,442 5 221,199 15 210,385 6 220,093 16 209,333 7 218,993 17 208,286 8 217,898 18 207,245 9 216,808 19 206,209 10 215,724 20 205,177 The values set forth in the table above are estimates (and not guarantees), of approximately how many kWhs are expected to be generated annually by the System. V. Schedule 5—Notice Information Purchaser: Provider: City of Huntington Beach 12500 Baltimore Ave. 2000 Main Street Beltsville, MD 20705 Huntington Beach, CA 92648 Financing Party: [To be provided by Provider when known] -8- VI. Schedule 6—Insurance & Indemnity -9- RESOLUTION NO. 2008-63 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH REVISING AND RESTATING THE CITY'S INSURANCE AND INDEMNITY REQUIREMENTS WHEREAS, there are persons and organizations who are engaged in various activities in the City, thereby subjecting the City to substantial risk of liability for damage to property and injury to persons; and, The City desires to establish insurance and indemnification requirements; and, in appropriate cases, a procedure for the waiver thereof; and, The City desires to establish internal staff responsibility for the administration of the insurance required by this Resolution and delineate the authority to make adjustments to requirements based upon unique and unusual circumstances. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that effective on the date of adoption of this Resolution, the insurance coverage and indemnity requirements shall be as follows: SECTION 1. DEFINITIONS AND FORMS REQUIRED A. Definitions: 1. "Contractors" are any persons or entities who contract with the City and/or provide services to the City which are readily available and efficiently procured by competitive bidding. 2. "Design Professionals" are professional services contractors who contract with the City and/or provide architectural and/or engineering services to the City. 3. "Licensees/Lessees" are any persons or entities who contract with the City for the use of public property. 4. "Permittees" are any persons or entities who make application to the City for any use of or encroachment upon any public street, waterway, pier, or City property. 5. "Professional Services" are as defined by Huntington Beach Municipal Code section 3.03. 6. "Vendors" are any persons or entities who transfers property or goods to the City which may or may not involve delivery and/or installation. B. Indemnity and Insurance Coverage Requirements Defined 1. General Liability: Combined single limit bodily injury, personal injury and property damage: Minimum limits of$1,000,000 per occurrence. 19723 1 Resolution No. 2008-63 a. Coverage must include completed operations liability and unlimited blanket contractual liability and, where products are furnished, products liability. b. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 or an increased coverage as memorialized in the terms and conditions agreed to by the parties and the policy holder shall submit written notice of any known depletion of limits to City attached to the proof of insurance. C. Claims made policies are not acceptable, except that claims made insurance for pollution liability shall be acceptable. d. All deductibles in excess of $5,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. e. The City, its, officers, elected or appointed officials, employees, agents and volunteers are to be covered as additional insureds by separate attached endorsement(s) approved by the City Attorney as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor; or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officers and employees. f. For any claims related to the project, the contractor's insurance coverage shall be primary insurance as respects the City, its agents, officers, and employees. Any insurance or self-insurance maintained by the City, its agents, officers, and employees shall be excess of the contractor's insurance and shall not contribute with it. g. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its agents, officers and employees. h. The contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers Compensation and-Employers' Liability: In accordance with the applicable state statutes with limits in the case of workers'compensation and employers' liability in amounts not less than the State statutory limits. Alternatively, a signed declaration of non-employee status shall be filed. A certificate or consent to self-insure issued by the California Director of Industrial Relations is also acceptable. 19723 2 Resolution -No. 2008-63 3. Professional Liability Insurance: Coverage must be provided at a minimum of $1,000,000 per occurrence and in the aggregate. All deductibles in excess of $10,000, .or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. a. Claims made policies are acceptable if the policy further provides that: 1. The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2. The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3. If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit. 4. The reporting of circumstances or incidents that might give rise to future claims. 4. Automobile Liability Coverage must be provided at a minimum of $1,000,000 per occurrence. a. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 and the policy holder shall submit written notice of any known depletion of limits to City attached to the proof of insurance. b. All deductibles in excess of $1,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. C. The City, its officers, elected or appointed officials, employees, agents and volunteers are to be covered as additional insureds by separate attached endorsement(s). The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officers and employees. d. For any claims related to the project, the contractor's insurance coverage shall be primary insurance as respects the City, its agents, officers, and employees. Any insurance or self-insurance maintained by the City, its agents, officers, and employees shall be excess of the contractor's insurance and shall not contribute with it. 19723 3 Resolution No. 2008-63 C. Certificate of Insurance Requirements Defined 1. Form. Evidence of insurance coverage and limits as required by the City shall be furnished to the City as a certificate holder on the "Acord' or similar form approved by the City Attorney. (See samples attached herein as Exhibit"A"). a. The description of work to be performed, the City department involved in the performance, and the City staff contact person must be clearly identified on the"Acord" or similar form evidencing insurance coverage. b. All forms of insurance shall identify the City of Huntington. Beach, its. officers, elected or appointed officials, employees, agents and volunteers as an additional insured by separate attached endorsement with respect to general liability and automobile liability coverages. C. Contractors shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 2. Approval of Certificate Insurance certificates must be approved by the City Attorney prior to commencement of any performance under a contract or issuance of any permit, as authorized by the City Charter. 3. Acceptability of Insurers Insurance must be placed with insurer with a Best's rating of no less than A: VI and insurer must be a California admitted carrier. SECTION If INSURANCE AND INDEMNIFICATION REQUIREMENTS A. INSURANCE 1. Contractors and Permittees must meet the requirements as set forth in Exhibit "B" incorporated by reference and attached herein. Permittees who do not use vehicles or equipment in connection with the permit, shall not be required to provide auto.insurance. To be exempt from this requirement, permittees must execute a declaration such as Exhibit I attached hereto and incorporated by this reference. 2. Professional Services providers must meet the requirements as set forth in Exhibit"C" incorporated by reference and attached hereto. 3. Licensees/Lessees must meet the requirements as set forth in Exhibit "D" incorporated by reference and attached hereto. 4. Vendors a. Vendors supplying goods including delivery, service and/or installation must meet the requirements of Exhibit"B". 19723 4 Resolution No. 2008-63 b. Vendors supplying goods only without delivery, service and/or installation are required to provide products liability coverage only. 5. The insurance requirements of persons or organizations not identified herein shall be as designated by the agreement. All certificates of insurance designated must conform to the requirements of this Resolution. 6. Exceptions. a. Public entities are exempt from the requirements of this resolution. Any insurance and indemnity requirements of a public entity shall be pursuant to Section II(A)(5). b. Persons providing judicial or quasi-judicial services as independent contractors, such as judges, arbitrators, hearing officers, expert witnesses, and court reporters shall be exempt from all insurance coverage requirements. Any insurance and indemnity requirements shall be pursuant to Section II(A)(5). C. Each person making application for a permit for private property construction, alteration, improvement, demolition, or repair of any building or structure shall sign a declaration under penalty of perjury verifying workers' compensation coverage or exemption from coverage, as required by Section 19825 of the Health and Safety Code and, at the time of permit issuance, contractors shall show their valid workers' compensation insurance certificate. d. Persons contracting with the City under subdivision agreements are exempt from providing evidence of workers' compensation. e. Oil operators as regulated by Huntington Beach Municipal Code Section 15.16 and pipeline franchises as regulated by Huntington Beach Municipal Code Section 3.44 are exempt from the requirements of this resolution. f. Taxicabs/Vehicles-for-hire as regulated by Huntington Beach Municipal Code Section 5.50 are exempt from the requirements of this resolution. g. Trucking companies, including those regulated under Huntington Beach Municipal Code Section 10.32, are exempt from the minimum insurance requirements of this resolution .but must submit proof of workers' compensation insurance and general liability insurance in accordance with the requirements of the Public Utilities Commission (PUC) regulations which include: 1) the general liability insurance requirements are $600,000 combined single limit or $250,000 bodily injury or death of one person and $500,000 protection against total liability for bodily injury or death of more than one person from any one accident. 2) this is subject to the same $250,000 limitation for each person and $100,000 protection for accidental damage or destruction of property other than property being transported. 3) the City of Huntington Beach must be 19723 5 Resolution No. 2008-63 named as certificate holder but does not need to be named as additional insured. 7. Indemni a. Contractors and Permittees shall be required to indemnify City, pursuant to the indemnity provision attached hereto and incorporated herein by this reference as Exhibit "E". b. All design professionals shall be required to indemnify City pursuant to the indemnity provision attached hereto and incorporated herein by this reference as Exhibit"F". C. All other persons or, organizations, including but not limited to professional service providers other than Design Professionals as defined by this Resolution, shall be required to indemnify City, pursuant to the indemnity provision attached hereto and incorporated by reference as Exhibit "G'. SECTION III. WAIVER OR MODIFICATION PROCEDURE A. Waivers or Modification Request Form. A department Request for Waiver or Modification, Exhibit"H" attached, shall be completed and forwarded to the Risk Manager for all requests for waiver or modifications of the minimum indemnification and insurance requirements. Claim history, financial statements and scope of work must be submitted as attachments with any request for waiver. B. Waiver or Modification Authority. The Risk Manager and the City Attorney may approve any waiver or modification of the insurance and indemnification requirements, including requests for indemnification of third parties. A denial may be appealed to the City Administrator. C Waiver Criteria. The criteria to evaluate any requests for waiver shall include the following: a. The type of waiver or modification requested; b. The reason for the waiver or modification; C. The nature of the scope of work; d. The cost of the contract; e. The liability exposure of the City; f. The cost and availability of the coverage requested; g. The claim history of the requesting party; h. The past experience of the City with the requesting party; and i. The past experience of the City with other contracting parties of a similar nature. 19723 6 Resolution No. 2008-63 SECTION IV. Resolution 2007-03 and all other resolutions in conflict herewith are hereby repealed. PASSED AND ADOPTED by the City Council of the'City of Huntington Beach at a regular meeting held 6th day of Octohpr 200_8_. 4 I ND A P irecto Hu n Resources VIEW 91PPROVED: it A inistrator APPROVED AS TO FORM: y City Attorney Attachments �) • . p Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I 19723 7 Resolution No.20OM3 AC®RD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDONYYYYI PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC INSURED MLSURFRA INSURER& MSURERC PMRER O: INSURERE: . COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SU8XCT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR POUGYNUMBER POLICYEFFECTIVE POUCYEIWWATMBE RANCE Lam GENERALUABMY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY MISES Fj� S CLAIMSMADE 1-1 OCCUR MEDEXPWryomapm6 ) S PERSOf &AOVWRMY $ GBNERALANGGREGATE S GENLAGGREGATE LIMITAPPUES PEP- PRODUCT$-COL~AGG S POLN:Y PRO- LOC AUTOMOBILE LIASMJTY COMBINED SINGLE LIMIT S ANYAUTO (Ea acmdm.t) ALLOIAWEDAUTOS BOIXLYWJURY S SCHEDULEOAUTOS • (DSO^) HIRED AUTOS SODILYINIURY S H004 AWEDAUTOS /I/_ (Per ms \�fJ PROPERTYOMAAGE s (Pe ao6denQ GARAGELIABIUTY f \ AUTOONLY-EAACCIOENT S ANY AUTO 1 OTHERTiAN EAACC $ AUTOONLY. AGG S EXCESSAIMBRELLALIABrm ` EACHOCCURRENCE $ OCCUR r]CAMS MADE AGGREGATE S J S DEDUCTIBLE S RETENTION S S WORM"COMPENSATION AND I IM SLY U- 0ER E►PLOYERS'LLABILM ANYPROPRIETORJPARTNER/EXECUTIVE E.L.EACHACCIOENT $ pOFFTCERMEMBEREXCLLIOEW E.L.DISEASE-EAEMPLOYEE S SPECLILP NSLONS". EL.DISEASE-POUCYLIMT I OTHER OESCNWrION OF OPERATIONS I LOCATIONSI VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT SPECtALPROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRY POLICIES Be CANCELLED BEFORE THE EXPIRATION OATS THEREOF.THE ISSUNNO INSURER WII.ENDEAVOR TO MAX. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.OUT FAILURE TO 00 SO SMALL IMPOSE NO OBUGATTON OR LIABILITY OF ANY MUD UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORQEO REPRESENTATIVE ACORD 25(2001108) EXHIBIT A-1 of 4 O ACORO CORPORATION 1983 Resolution No.2008-63 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORO 25(2001100) EXHIBIT A-2 of 4 Resolution No.2008-63 POLICY NUMBER: COMMERCIAL GENERAL.C6tmarr THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. ADDITIONAL, INSURED-OWNERS, LESSEES OR .CONTRACTORS (Form D) This endorsement modifies insurance provided under the foUawing: COMMERCIAL GENERAL tlA ILI Y SCHEDULE ' Name of Person or organization; THE CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 (if no entry appears above.information required to completa u`fis endorsement wff be shown in the Declarations as applicable to this endorsement) WHO IS AN INSURED(Section N)is amended to include as an insured the person or 4ngan¢adon shown in the Schedule..but only with respect to liability arising out of"your work for that insured by or for you RE: ALL oPERATIONS OF THE NAMED INSURED OOff THE CERTIFICATE HOLDER. City of Huntington Beach, its elected or appointed officials,agents, officers.employees and volunteers CG 20 10 11 85 Copyright.Insurance Services Wise,Inc..1984 EXHIBIT A-3 of 4 Resolution No.2008-63 STATE E P.O_BOX 420807.SAN FHAT1CtZSCO,CA 94142MO7 COMPENSATION Ie�t3tJ63A1VC8 F U N®x=rCERTIFICIr :OF WORK_ERS'.C_ OMPENSAMON-INSURA14CE's AZ 7- r h2iu „r.-y"t +�?'-`•_.r-_ �` .�•:-+'c;.. .. OAR, .rl;� CITY of ITNG)`i7 'r=� r. { RISK it4AAWGEzi ' s ; �,, an��,�-... � ri?N "' su,, ,.'. -4• .°�% -.�3,.- �-u:r.�- -�'-r:•'� =^r ,s. s�• ,fir 2t869 hIR'Ifil .STREiT--_rr �. ..�:rrr-.,�`• .s;.;;`.i• __ NtiNTIN6T0N BEAgi CA Sa48 L This is to certify that we have issued a vai'id Workers Compensation insurance polity in a form approved by the California Insurance Commissioner to the employer named below for the poligperiod indicated. 3 This policy is not subject to canceltaticn by the Fund exr ept upon tWays advance written notice to the empkW 30 We will also g"nre you TRW-days!advance notice should this policy be cancelled prior to its normal expiration. ^- This certificate of insurance Is not an insurance policy and does not amend,extend or alter the coverage afforded by the policies listed herein- NotwithstandkW.any requirement, term, or condition of any contract or other document with respect to which this;ee cote o ce may'b....Oiled or may pectaun; file insr{rarYcai:" orde by the policies described herein is stablect to all -exclusiotzs aiid CCAsjitiofl5 of such polices OL '15 <.•i .yam AVTFiORIZEq AEPRESEA-TATiv '�- ::y` .::y -��;•a- - ,"''K. ';^+,,FJ ! ..T EMPLOYER'S LIABILITY'LINIT INCLUDING OFFENSE COSTS: t1;000;Q1Q0 �ERSOEt lRRETiCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 07/01/00 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOY fi' mw EXHIBIT A-4 of 4 L - Resolution No.2008-63 EXHIBIT B INSURANCE,REQUIREMENTS FOR CONTRACTORS,AND PERMITTEES PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance ` City Council Resolution requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this projectllocation or the general aggregate limit shall be twice the required occurrence limit. `Claims made" designation is only acceptable for professional or pollution liability-insurance. The City of Huntington Beach its officers elected or appointed officials employees agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact.) 2. Workers'-Compensation and Employer's Liability: State statutory limits of $250,000 bodily injury by disease, policy limit,and$100,000 bodily injury each employee for accident or disease per occurrence. If you have no employees, you must sign a Declaration of Non-employee Status form available from the City. in lieu of a certificate of insurance, a certificate of consent to self-insure issued by the California Director of industrial Relations is also acceptable- 3. Automobile liability of $1,000,000 per occurrence for bodily injury, personal injury and property damages. The City of Huntington Beach its officers elected or appointed officials, employees, agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact). Deductibles Self-Insured Retentions or Similar Forms of Coverage Limitations or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and -endorsements for each subcontractor. All coverages for subcontractors shall be subject to -all of the requirements stated herein. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. PLEASE FORWARD THIS NOTICE TO YOUR INSURANCE AGENT. FOR ASSISTANCE, PLEASE CONTACT RISK MANAGEMENT 06-39915103 EXHIBIT B Resolution No.2008-63 EXHIBIT C INSURANCE REQUIREMENTS PROFESSIONAL SERVICE CONTRACTORS PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City Council Resolution No. requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII : Errors.and Omissions liability: $1,000,000 per.occurrence. Deductibles Self-Insured Retentions or Similar Forms of Coverage Limitations or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. 06-3 9915 1 04 E'XI11BIT C Resolution No.2008-63 EXHIBIT D INSURANCE REQUIREMENTS FOR LESSEES/LICENSEES PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City requires submittal of certificates of insurance pursuant to the form- set forth in Resolution No. evidencing- the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury. and property damage_ If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. "Claims made" designation is only acceptable for professional or pollution liability insurance. For general liability certificate holder, the City of Huntington Beach, its elected or appointed officials agents officers employees and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact). 2. Workers Compensation and Employer's Liability: State statutory limits of $250,000 bodily injury by disease, policy limit, and $100,000 bodily injury each employee for accident or disease per occurrence. If you have no employees, you must sign a Declaration of Non-employee Status form available from the City. In lieu of a certificate of insurance, a certificate of consent to self-insure issued by the California Director of Industrial Relations is also acceptable.. 3. Property Insurance: Full replacement cost with -no coinsurance -penalty provision. Deductibles. Self-Insured Retentions, or Similar Forms of Coverage Limitations or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. PLEASE FORWARD THIS NOTICE TO YOUR INSURANCE AGENT, FOR ASSISTANCE,PLEASE CONTACT RISK MANAGEMENT 06-399/5103 EXFUBIT D Resolution No.2008-63 EXHIBIT E TO RESOLUTION NO. CONTRACTOR'S INDEMNIFICATION DEFENSE HOLD HARMLESS Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractors property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them.or anyone for whose acts any of them may be liable, including but.not limited to concurrent active-or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of contractors counsel. City shall be reimbursed for all costs and attorney's fees incurred by City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 06-3"15106 EXHIBIT E Resolution No.20OM3 EXHIBIT F TO RESOLUTION NO. INDEMNIFICATION DEFENSE AND HOLD HARMLESS To the fullest extent permitted by law(including, without limitation, California Civil Code Sections 2782 and 2782.6), CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless C", its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, demands, and defense costs (including without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANTs (or CONSULTANTS 1 subcontractors, If any) negligence, recklessness or willful misconduct related to performance of-this-Agreement or its failure to comply with any -of its obligations contained .in _this Agreement .by CONSULTANT, its officers, agents or employees. CITY shall be reimbursed by CONSULTANT for all costs and attorneys fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense, and the CITY shall approve selection of CONSULTANT's counsel_ This indemnity shall apply'to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon.the amount of indemnification to be provided by the CONSULTANT. W3"/5207 EMBIT F Resolution No.2008-63 EXHIBIT G TO RESOLUTION NO- INDEMNIFICATION, DEFENSE, AND HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANTs (or CONSULTANTS subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY shall be reimbursed by CONSULTANT for all costs and attorneys fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense and the CITY shall approve selection of CONSULTANTs counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by the CONSULTANT. W3"/5108 EXHIBIT G Resolution No.2008-63 INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1_ Requested by: 2. Date. 3. Name of contractor/permittee: 4. Description of work to be performed: 5. Value and length of contract: 6. Waiver/modification request: 7. Reason for request and why it should be granted: 8. Identify the risks to the City in approving this waiver/modification: Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this farm. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management ® Approved ® Denied Signature Date 2. City Attorney's Office ® Approved ® Denied Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services EXHIBIT H Resolution No_2008-63 S lty CITY OF HUNTINGTON BEACH Him 2000 Main Street _ �Iuntington Beach, CA 9264g DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or event(s) if any vehicle(s) is used. Signature of Permittee Print name Company name (if applicable) Date signed 16407 EXHIBIT I Res. No. 2008-63 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on October 6, 2008 by the following vote: AYES: Hansen, Hardy, Bohr, Cook, Coerper, Carchio NOES: None ABSENT: Green ABSTAIN: None Citir,lerk and ex-officio erk of the City Council of the City of Huntington Beach, California SOLAR POWER SERVICES & SITE LICENSE AGREEMENT (Civic Center) This Solar Power Services & Site License Agreement ("Agreement") is entered into on October 2010 between SunEdison Originationl, LLC, a Delaware limited liability company ("Provider" or "Licensee"), and City of Huntington Beach, a municipal corporation organized and existing under the laws of the state of California ("Purchaser" or "Licensor"); and, together with Provider, each, a "Party" and together, the "Parties"). WITNESSETH: WHEREAS, Purchaser, as Licensor, is the owner of property located in the City of Huntington Beach, California("Property", as hereafter described in more detail); WHEREAS, Licensor desires to implement systems which will help control energy consumption and costs on the Property; WHEREAS, Provider, as Licensee, desires to lease a portion of the Property ("Premises") from Licensor in order to construct, install, maintain and operate a solar photovoltaic system on the Premises for the purpose of providing Solar Services (as hereafter defined), and Licensor desires to permit such installation, maintenance and operation on the terms and conditions herein contained; WHEREAS, Provider and Purchaser acknowledged those certain General Terms and Conditions of the Solar Power Services Agreement dated as of October /a , 2010 ("General Conditions"), which are incorporated by reference as set forth herein; and WHEREAS, the terms and conditions of this Agreement, excluding the General Conditions, constitute "Special Conditions"referred to in the General Conditions. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incop2oration and Subordination of General Conditions. The General Conditions are incorporated herein as if set forth in their entirety. In the event of a conflict between a term or condition contained in the General Conditions and a term or condition contained in the Special Conditions, the Special Condition shall prevail. 2. Premises. Licensor licenses to Licensee and Licensee licenses from Licensor that portion of the Property as described and depicted on Schedule l ("Premises"), including a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Licensee and as mutually agreed upon by the Parties. 3. License. Licensee acknowledge that it holds no property interest in the Premises, and its rights hereunder are solely as a licensee for partial use of the Property in accordance with the terms hereof, and Licensee shall not be deemed a lessee of any portion of the Property. 4. Term. The Term of this Agreement is as defined in Section 2.1 of the General Conditions and repeated here for convenience. The initial term shall commence on the Effective Date and continue for twenty (20) years from the Commercial Operation Date unless and until terminated earlier pursuant to the provisions of this Agreement. 5. Access to Premises. Licensor grants Licensee access to the Premises and the System during the Term and for so long as needed after expiration or earlier termination to remove the System. Licensee will give Licensor reasonable written or telephonic notice before any entry onto the Premises by Licensee's employees, agents or contractors. Licensor will not interfere with or handle any Licensee equipment or the System without written authorization from Licensee; provided, however, that Licensor shall at all times have access to and the right to observe the Installation Work or System removal. 6. Delivery of Premises. Prior to Licensee's installation of the System, Licensee shall have inspected the Premises and satisfied itself that the Premises are in a condition ready for Licensee's installation of the System. Licensor shall use reasonable efforts to locate space at the Premises for the temporary storage and staging of tools, materials and equipment. Licensor does not guarantee space for parking of construction crew vehicles and temporary construction trailers, but will cooperate with Licensee in locating parking close to the Premises. 7. Use. 7.1 Licensee shall use the Premises for the sole purpose of installation, construction, operation, maintenance, repair and removal of the System and associated actions and for no other purpose without the prior written consent of Licensor, which consent shall not be unreasonably withheld. 7.2 Compliance with Law. Licensee shall, at Licensee's sole cost and expense, comply with all statutes, ordinances and regulations of all governmental entities (federal, state, county and municipal), relating to Licensee's use and occupancy of the Premises, whether those statutes, ordinances and regulations are now in force or are subsequently enacted including Huntington Beach Charter Section 612 if applicable. If any license, permit or other governmental authorization or approval is required for the lawful use or occupancy of the Premises, Licensee shall procure and maintain it, at Licensee's sole cost and expense, throughout the Term. 8. Installation and Removal of System. 8.1 Licensee shall construct and install the System on the Premises pursuant to Section 3 of the General Conditions. Licensee shall remove the System from the Premises upon the expiration or earlier termination of the Term pursuant to Section 2.5 of the General Conditions. 8.2 Licensor shall continue its standard security measures for the Property, which Licensee acknowledges may not be sufficient for protection of damage or losses to the System caused by criminal acts of third parties (including graffiti). Licensor shall not be liable in any way for such damage or losses. Licensee shall, at Licensee's cost, obtain insurance coverage to the extent Licensee desires protection against such criminal acts. 9. Maintenance. At all times during the Term, Licensee shall, at Licensee's own cost and expense, keep and maintain the System on the Premises in a first-class condition, in good order and repair and in a safe and clean condition, including any graffiti removal. -2- 10. Hazardous Materials. 10.1 Compliance. During the Term, Licensee, at its sole cost, shall comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material (as defined below) on the Premises. Licensee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Licensee or Licensee's employees, contractors or subcontractors in a manner or for a purpose prohibited by any federal, state or local agency or authority. 10.2 Notice. Licensee shall immediately provide Licensor with telephonic notice, which shall promptly be confirmed by written notice, of any and all spillage, discharge, release and disposal of Hazardous Material onto or within the Premises which by law must be reported to any federal, state or local agency, and any injuries or damages resulting directly or indirectly therefrom. In addition, Licensee shall indemnify and hold Licensor harmless from any such spill or discharge as set forth herein to the extent caused by Licensee or its agents or contractors. 10.3 Definition of Hazardous Material. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. (42 U.S.C. Section 6903), or (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C. Section 9601). 10.4 Licensee shall be responsible for and shall indemnify, protect, defend and hold harmless Licensor from any and all liability, damages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise at any time and which result from Licensee's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, upon or about the Premises. Licensor shall be responsible for and shall indemnify, protect, defend and hold harmless Licensee on the same basis as above for any claims which result from Licensor's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, on or about the Premises. 11. Indemnity and Insurance. 11.1 Licensee agrees that it shall obtain prior to commencing installation of the System, and maintain throughout the Term, the insurance described in Schedule. 6 hereof, the terms of which are incorporated by reference. 11.2 Licensee agrees that it shall indemnify Purchaser and its identified related party in accordance with Schedule 6 hereof, the terms of which are incorporated by reference. 11.3 Not more frequently than once every five (5) years, if, in the sole but reasonable opinion of Licensor, the amount and/or scope of general public liability insurance and/or property insurance coverage above at that time is not adequate, Licensee may increase such liability coverage amounts as reasonably required by Licensor during the Term or any Renewal Term of this Agreement to comply with industry standards. Notwithstanding the foregoing, such increases may not exceed an -3 - increase greater than twenty percent (20%) of the then current coverage amount and must be universally applied to all similar Licensees located on the Property. 11.4 Insurance Hazards — Prior to Licensee's commencement of installation work at the Property, the Parties will consult to determine whether Licensee's planned acts on said Property by its agents or employees or the use of said Property by its agents or employees in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Property, said Property or the improvements on said Property. Licensee shall not do anything to violate the insurance policies that are now kept in place on the Property, or the improvements located thereon, by Licensor in Licensor's sole discretion, provided that Licensor has given reasonably clear written instruction on the requirements of such insurance policies. 11.5 Any insurance proceeds received by Licensor because of the total or partial destruction of said Property or any buildings on said Property shall be the sole property of Licensor. 12. Right of Entr. Licensor may enter the Premises at any time for any reasonable actions, including but not limited to (i) inspecting the Premises, (ii) posting in such places as Lessor may select notices of non-responsibility for works of construction, repair or improvement made by Licensee. Licensor shall not interfere with Licensee's use of the Premises to provide electricity as described herein. Schedules. The following Schedules hereto are the respective Schedules to the Special Conditions referenced in the General Conditions: Schedule 1 Description of the Property, Premises & System Schedule 2 kWh Rate Schedule 3 Early Termination Fee Schedule 4 Estimated Annual Production Schedule 5 Notice Information Schedule 6 Insurance and Indemnity IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in these Special Conditions and intending to be legally bound hereby, Provider/Licensee and Purchaser/Licensor have executed this Agreement as of the date first written above. SUNEDISON ORIGINATION1, LLC By: SUN EDISON LLC By: V By: Nam 041ik Name: Fred Wilson Title: VP Sing, N"fln AivocA Title: City Administrator Date: �0 It Date: Continued signatures LEGAL D or"'Approve s Initials: pate: -4- SOLAR POWER SERVICES & SITE LICENSE AGREEMENT Continued Signatures CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor ity Clerk REV ITIATED AND APPROVED: ty Administrator A ROVED AS TO FORM: V " City A orney �� SCHEDULES 1. Schedule 1: Description of Premises and System Solar System Premises: 2000 Main St. Huntington Beach, CA 92648 as described in Design Review No. 2010-017 or subsequent Design Reviews Anticipated Rebate or CSI Step 7 ($0.09/kWh) Subsidy Solar System Size: 988 kW (DC) Scope: Solar Canopies in Parking lots per Entitlement documents Module: SunTech STP280 or equivalent Inverter: IEEE 1547 Qualified -5 - 11. Schedule 2 - - kWh Rate The kWh Rate with respect to the System under the Agreement shall be in accordance with the following schedule: Year kWh Year $/kWh of Rate[*] of Rate[*] System ($/kWh) System ($/kWh) 'Perm Term 1 0.1440 11 0.1933 2 0.1483 12 0.1991 3 0.1527 13 0.2051 4 0.1573 14 0.2112 5 0.1620 15 0.2175 6 0.1669 16 0.2240 7 0.1718 17 0.2307 8 0.1770 18 0.2376 9 0.1823 19 0.2447 10 0.1877 20 0.2520 [*Calculated based on the year 1 kWh Rate multiplied by [2.99%] inflation factor each year.] In the event that Provider is unable to obtain financing at the expected rate of 6%, the Year PPA Rate will adjust in accordance with following table. For the purposes of Section 2.7 of the General Conditions,the "maximum rate" the city will accept is 0.1503 $/kWh. Interest Rate True Up Rate Yr 1 Rate 5.50% 0.1382 5.75% 0.1415 6.00% 0.1440 6.25% 0.1472 6.50% 0.1503 6.75% 0.1535 7.00% 0.1567 7.25% 0.1598 7.50% 0.1628 7.75% 0.1658 8.00% 0.1689 -6- III. Schedule 3-Early Termination Fee The Early Termination Fee with respect to the System under the Agreement shall be calculated in accordance with the following: Early Column 1 Purchase Date Occurs Column 2 Termination Early Termination Fee on the 91" day following Early Termination Fee Occurs in where Purchaser does where Purchaser takes Year: not take Title to the (Each "Anniversary" Title to the System System ($/Wdc including below shall refer to the ($/Wdc, does not costs of removal) anniversary of the include costs of Commercial Operation removal)* Date) M. 4 $ 4.6s 5 $ 3.82 6 $ 3.64 5t Anniversary $ 3.14 7 $ 3.47 6t Anniversary $ 2.97 8 $ 3.29 7 tAnniversary $ 2.79 9 $ 3.11 8t Anniversary $ 2.61 10 $ 2.93 9t Anniversary $ 2.43 11 $ 2.75 101 Anniversary $ 2.25 12 $ 2.58 lIT Anniversary $ 2.08 13 $ 2.40 12t Anniversary $ 1.90 14 $ 2.22 13t Anniversary $ 1.72 15 $ 2.04 14t Anniversary $ 1.54 16 $ 1.87 15t Anniversary $ 1.37 17 $ 1.69 16t Anniversary $ 1.19 18 $ 1.51 17t Anniversary $ 1.01 19 $ 1.33 181 Anniversary $ 0.83 20 $ 1.16 191 Anniversary $ 0.66 At Expiration (the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0). *Includes Early Termination prior to the Commercial Operation Date. -7- IV. Schedule 4—Estimated Annual Production Estimated Annual Production commencing on the Commercial Operation Date with respect to System under the Agreement shall be as follows: Year Estimated Year Estimated of Production of Production System (kWh) System (kWh) 'Perm 'Perm 1 1,463,328 11 1,391,786 2 1,456,011 12 1,3 84,827 3 1,448,731 13 1,377,903 4 1,441,488 14 1,371,014 5 1,434,280 15 1,364,158 6 1,427,109 16 1,357,338 7 1,419,973 17 1,350,551 8 1,412,873 18 1,343,798 9 1,405,809 19 1,337,079 10 1,398,780 20 1,330,394 The values set forth in the table above are estimates (and not guarantees), of approximately how many kWhs are expected to be generated annually by the System. V. Schedule 5—Notice Information Purchaser: Provider: City of Huntington Beach 12500 Baltimore Avenue 2000 Main Street Beltsville, MD 20705 Huntington Beach, CA 92648 Financing Party: [To be provided by Provider when known] -s- VI. Schedule 6—Insurance& Indemnity -9- RESOLUTION NO. 2008-63 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH REVISING AND RESTATING THE CITY'S INSURANCE AND INDEMNITY REQUIREMENTS WHEREAS, there are persons and organizations who are engaged in various activities in the City, thereby subjecting the City to substantial risk of liability for damage to property and injury to persons; and, The City desires to establish insurance and indemnification requirements; and, in appropriate cases, a procedure for the waiver thereof; and, The City desires to establish internal staff responsibility for the administration of the insurance required by this Resolution and delineate the authority to make adjustments to requirements based upon unique and unusual circumstances. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that effective on the date of adoption of this Resolution, the insurance coverage and indemnity requirements shall be as follows: SECTION I. DEFINITIONS AND FORMS REQUIRED A. Definitions: 1. "Contractors" are any persons or entities who contract with the City and/or provide services to the City which are readily available and efficiently procured by competitive bidding. 2. "Design Professionals" are professional services contractors who contract with the City and/or provide architectural and/or engineering services to the City. 3. "Licensees/Lessees" are any persons or entities who contract with the City for the use of public property. 4. "Permittees" are any persons or entities who make application to the City for any use of or encroachment upon any public street, waterway, pier, or City property. 5. "Professional Services" are as defined by Huntington Beach Municipal Code section 3.03. 6. "Vendors" are any persons or entities who transfers property or goods to the City which may or may not involve delivery and/or installation. B. Indemnity and Insurance Coverage Requirements Defined 1. General Liability: Combined single limit bodily injury, personal injury and property damage: Minimum limits of$1,000,000 per occurrence. 19723 1 Resolution No. 2008-63 a. Coverage must include completed operations liability and unlimited blanket contractual liability and, where products are furnished, products liability. b. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 or an increased coverage as memorialized in the terms and conditions agreed to by the parties and the policy holder shall submit written notice of any known depletion of limits to City attached to the proof of insurance. C. Claims made policies are not acceptable, except that claims made insurance for pollution liability shall be acceptable. d. All deductibles in excess of $5,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. e. The City, its, officers, elected or appointed officials, employees, agents and volunteers are to be covered as additional insureds by separate attached endorsement(s) approved by the City Attorney as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor; or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officers and employees. f. For any claims related to the project, the contractor's insurance coverage shall be primary insurance as respects the City, its agents, officers, and employees. Any insurance or self-insurance maintained by the City, its agents, officers, and employees shall be excess of the contractor's insurance and shall not contribute with it. g. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its agents, officers and employees. h. The contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers Compensation and-Employers' Liability: In accordance with the applicable state statutes with limits in the case of workers' compensation and employers' liability in amounts not less than the State statutory limits. Alternatively, a signed declaration of non-employee status shall be filed. A certificate or consent to self-insure issued by the California Director of Industrial Relations is also acceptable. 19723 2 Resolution No. 2008-63 3. Professional Liability Insurance: Coverage must be provided at a minimum of $1,000,000 per occurrence and in the aggregate. All deductibles in excess of $10,000, .or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. a. Claims made policies are acceptable if the policy further provides that: 1. The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2. The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3. If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit. 4. The reporting of circumstances or incidents that might give rise to future claims. 4. Automobile Liability Coverage must be provided at a minimum of $1,000,000 per occurrence. a. if coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 and the policy holder shall submit written notice of any known depletion of limits to City attached to the proof of insurance. b. All deductibles in excess of $1,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. C. The City, its officers, elected or appointed officials, employees, agents and volunteers are to be covered as additional insureds by separate attached endorsement(s). The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officers and employees. d. For any claims related to the project, the contractor's insurance coverage shall be primary insurance as respects the City, its agents, officers, and employees. Any insurance or self-insurance maintained by the City, its agents, officers, and employees shall be excess of the contractor's insurance and shall not contribute with it. 19723 3 Resolution No. 2008-63 C. Certificate of Insurance Requirements Defined 1. Form. Evidence of insurance coverage and limits as required by the City shall be furnished to the City as a certificate holder on the "Acord' or similar form approved by the City Attorney. (See samples attached herein as Exhibit"A"). a. The description of work to be performed, the City department involved in the performance, and the City staff contact person must be clearly identified on the"Acord" or similar form evidencing insurance coverage. b. All forms of insurance shall identify the City of Huntington. Beach, its. officers, elected or appointed officials, employees, agents and volunteers as an additional insured by separate attached endorsement with respect to general liability and automobile liability coverages. C. Contractors shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 2. Approval of Certificate Insurance certificates must be approved by the City Attorney prior to commencement of any performance under a contract or issuance of any permit, as authorized by the City Charter. 3. Acceptability of Insurers Insurance must be placed with insurer with a Best's rating of no less than A: VII and insurer must be a California admitted carrier. SECTION If INSURANCE AND INDEMNIFICATION REQUIREMENTS A. INSURANCE 1. Contractors and Permittees must meet the requirements as set forth in Exhibit "B" incorporated by reference and attached herein. Permittees who do not use vehicles or equipment in connection with the permit, shall not be required to provide auto.insurance. To be exempt from this requirement, permittees must execute a declaration such as Exhibit I attached hereto and incorporated by this reference. 2. Professional Services providers must meet the requirements as set forth in Exhibit"C" incorporated by reference and attached hereto. 3. Licensees/Lessees must meet the requirements as set forth in Exhibit "D" incorporated by reference and attached hereto. 4. Vendors a. Vendors supplying goods including delivery, service and/or installation must meet the requirements of Exhibit"B". 19723 4 Resolution No. 2008-63 b. Vendors supplying goods only without delivery, service and/or installation are required to provide products liability coverage only. 5. The insurance requirements of persons or organizations not identified herein shall be as designated by the agreement. All certificates of insurance designated must conform to the requirements of this Resolution. 6. Exceptions. a. Public entities are exempt from the requirements of this resolution. Any insurance and indemnity requirements of a public entity shall be pursuant to Section II(A)(5). b. Persons providing judicial or quasi-judicial services as independent contractors, such as judges, arbitrators, hearing officers, expert witnesses, and court reporters shall be exempt from all insurance coverage requirements. Any insurance and indemnity requirements shall be pursuant to Section II(A)(5). C. Each person making application for a permit for private property construction, alteration, improvement, demolition, or repair of any building or structure shall sign a declaration under penalty of perjury verifying workers' compensation coverage or exemption from coverage, as required by Section 19825 of the Health and Safety Code and, at the time of permit issuance, contractors shall show their valid workers' compensation insurance certificate. d. Persons contracting with the City under subdivision agreements are exempt from providing evidence of workers' compensation. e. Oil operators as regulated by Huntington Beach Municipal Code Section 15.16 and pipeline franchises as regulated by Huntington Beach Municipal Code Section 3.44 are exempt from the requirements of this resolution. f. TaxicabsNehicles-for-hire as regulated by Huntington Beach Municipal Code Section 5.50 are exempt from the requirements of this resolution. g. Trucking companies, including those regulated under Huntington Beach Municipal Code Section 10.32, are exempt from the minimum insurance requirements of this resolution .but must submit proof of workers' compensation insurance and general liability insurance in accordance with the requirements of the Public Utilities Commission (PUC) regulations which include: 1) the general liability insurance requirements are $600,000 combined single limit or $250,000 bodily injury or death of one person and $500,000 protection against total liability for bodily injury or death of more than one person from any one accident. 2) this is subject to the same $250,000 limitation for each person and $100,000 protection for accidental damage or destruction of property other than property being transported. 3) the City of Huntington Beach must be 19723 5 Resolution No. 2008-63 named as certificate holder but does not need to be named as additional insured. 7. Indemnity a. Contractors and Permittees shall be required to indemnify City, pursuant to the indemnity provision attached hereto and incorporated herein by this reference as Exhibit"E". b. All design professionals shall be required to indemnify City pursuant to the indemnity provision attached hereto and incorporated herein by this reference as Exhibit"F". C. All other persons or, organizations, including but not limited to professional service providers other than Design Professionals as defined by this Resolution, shall be required to indemnify City, pursuant to the indemnity provision attached hereto and incorporated by reference as Exhibit "G". SECTION III. WAIVER OR MODIFICATION PROCEDURE A. Waivers or Modification Request Form. A department Request for Waiver or Modification, Exhibit"H" attached, shall be completed and forwarded to the Risk Manager for all requests for waiver or modifications of the minimum indemnification and insurance requirements. Claim history, financial statements and scope of work must be submitted as attachments with any request for waiver. B. Waiver or Modification Authority. The Risk Manager and the City Attorney may approve any waiver or modification of the insurance and indemnification requirements, including requests for indemnification of third parties. A denial may be appealed to the City Administrator. C Waiver Criteria. The criteria to evaluate any requests for waiver shall include the following: a. The type of waiver or modification requested; b. The reason for the waiver or modification; C. The nature of the scope of work; d. The cost of the contract; e. The liability exposure of the City; f. The cost and availability of the coverage requested; g. The claim history of the requesting party; h. The past experience of the City with the requesting party; and i. The past experience of the City with other contracting parties of a similar nature. 19723 6 Resolution No. 2008-63 SECTION IV. Resolution 2007-03 and all other resolutions in conflict herewith are hereby repealed. PASSED AND ADOPTED by the City Council of the'City of Huntington Beach at a regular meeting held 6th day of October 200_8_. AA e I ND A P irecto Hnun -Resources VIEW PPROVED: �At#'Ajfninistrator APPROVED AS TO FORM: City Attorney Attachments °I Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I 19723 7 Resolution No.2008-63 A.CORD. CERTIFICATE OF LIABILITY INSURANCE °"TE(MM Xwfv ' PROOUCFR THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE MOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL# WwRED INSLIWAA: INSURERS: INSURER C" INSURER D: ISURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POUCYNUMBFA POUCYEFFECTIVE POLICYEXPORlT1ON LOUTS GENFRALUABRJTY £JICHOCCtR RENCE S COMMERCIAL.GENERAL LIABILITY ISES ocm e S CLMMSMADE DOCCUR MLB7Ewoftwwpa ) S PERSONAL&AVVauURY S GENERALAGGREGATE S GN'LAGGREGATELIKOTAPPUESPER: PRODUCTS-COMPIOP AGG S POLICY PRO- LOC JECT AUTOMOBILE LJABQJTY CCi.181NE0 SINGI.EUMT S ANY AUTO (Ea acdde.H1 AU.OWNEDAUTOS BOOILYINJURY S SCHEDULEDAUTOS (Perpam—) HIREDAUTOS BODILYINJURY S NON-CWNEDAUTOS �/- (P« PROPERTY DAMAGE S (Per a=Wa 4 GARACEUABILJTY ` AUTO ONLY-EAACCIOENT S ANY AUTO 1 OTIAER THAN EA ACC S f AWOONLY: AGG S EXCESSAWBRELLA LIABILITY /// EACHOCCURRENCE I OCCUR a CL.AIMSMADE AGGREGATE S J S DEDUCTIBLE S RETENTION S 1 WCSTATU- OTH- WORI(M COMPENSATION AND EMPLOVERS'LIA UMV ANYPROPRIETORRARTNEWEXECUTVE EL CHACpDENT S EA OFFICERAAEMBEREXCLUOEAT E.L.DISFJASE-EAEMPLOYEE I SPECULPROVISN3NSb" E.L.DISEASE-POLICY LIMT S OTHER DESCRNi70N OF OPFRATKM I LOCATIONS I VQ4CLES/EXCLUSIONS ADDED BY ENOORSEMENTI SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCR98M POLICIES BE CANCELLED BEFORE THE EIOPRATION OATE THEREOF.THE ISSUW60 WSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERWICATE HOLDER NAMED TO THE LEFT-BUT FAILURE TO 00 SO SHALL !NOSE NO OBLIGATION OR LIABNJTY OF ANY tGNO UPON THE INSURER.ITS AGENTS OR REPRESENTATIVES. AUTHORQEO REPRESENTATIVE ACORD 25(2WI108) EXHIBIT A-1 of 4 O ACORD CORPORATION 1988 Resolution No.2008-63 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in.lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001108) EXHIBIT A-2 of 4 Resolution No.2008-63 POUCY NUUBER: COMMERCIAL GENERAL bIi3lM-r THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (Form D) This endbrsement modifies insurance provided under tha following: COMMERCIAL GENERAL,LIABIUTY SCHEDULE Name of Person or Organizatlon; THE CITY OF HUNTINGTON BEACH 2000 twain Street Huntington Beach, CA 92648 (If no on"appears above.infarrtladon required to completa this sndorsementvnit be shown in the Deciaraiions as applicable to this endorsement_) WHO IS AN INSURED(Section 11)is amended to include as an insured the person or organization shown in the Schedule,but only with respect to liability arising out of'your work for that insured by or for you RE: ALL OPERATIONS OF THE NAMED INSURED FOft THE CERTIFICATE HOLDER City of Huntington Beach, its elected or appointed officials, agents, officers.employees and volunteers CC 20 10 11 ti5 Copyright,insurance Services Mice.Inc..1984 EXHIBIT A-3 of 4 Resolution No.2008-63 STATE RO_BOX 420807.SAN FRANCISCO.CA 94142-0807 COMPENSATION Imauffl^NCE FUN®••*CERTfFICgTJE'OF WORICERS;;COiWPEPISATt(�(�l INSURCE" _, %3 i•,-`=T' ::• Si�s,•yi:..c-r .•T: NA t:`•i"> r_:C:FA VICATEW i,�-T,-,�i�w� �t�. �lll-'`�y_ JCL -. �e._, �.-'• •�,',. a;�Fi '- 14q4 M. CITY OF sn } `= AM RISK I+tANAGEz mot`• ST HUNTINGTON L This is to cartify that we have Issued a valid Workers'Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer Warned below for the porky period Indicated. This policy is not subject to caneeliation by the Fund except upon toWays'advance written notice to the employer. We wilt also give you TRV-days'advance notice should this policy be cancelled prior to its normal expiration. ^- This certificate of insurance is not an insurance policy and does not amend,extend or alter the coverage afforded by the policies rested herein. NoWthstanding any requirement,.term, or condition of any contract or other document with respect to which this°certificate o�f,titstrance mayc`be`=izsiTed_or may pertain;too insuraiY wcle�by the policies described herein is•sut>eect to ap theT�teinis''cszctusiocs and conditions of such policiesaU _iT�� ( �_x,`f_ ��^�.'ir..i:'_tiSY;.:+.�-2_5, +_.; •a --_ _Ali- $a� ` Syr. s AUTHORIZED AEPRESE 1. 'TATi4�.ra. - -'` = -_.: '(:" -rx - ���• `y ,,~v ' `:�:>-.ram:.-•.':: -+ - .' ��.:i`. •�7 `ItI' EMPLOYER'S LIASIL.I TY'f_IMIT INI:Ll1kNG.- ENSE COSTS: S 1;000; RRENCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 07/01/00 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. 'L EXHIBIT A-4 of 4 l_ Resolution No.2008-63 EXHIBIT B INSURANCE-REQUIREMENTS FOR CONTRACTORS, AND PERMITTEES PLEASE GIVE THESE INSURANCE REQUIREAfENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City Council Resolution requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII: 1. General Liability. $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this projectllocation or the general aggregate limit shall be twice the required occurrence limit. `Claims made"designation is only acceptable for professional or pollution liability insurance. The City of Huntington Beach, its officers elected or appointed officials, employees, agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact.) .2. Workers'-Compensation and Employer's Liability: State statutory limits of $250,000 bodily injury by disease, policy limit,and$100,000 bodily injury each employee for accident or disease per occurrence. If you have no employees, you must sign a Declaration of Non-employee Status form available from the City. In lieu of a certificate of insurance, a certificate of consent to self-insure issued by the California Director of Industrial Relations is also acceptable. 3. Automobile liability of $1,000,000 per occurrence for bodily injury, personal injury and property damages. The City of Huntington Beach its officers, elected or appointed officials, employees,agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact). Deductibles, Self-insured Retentions. or Similar forms of Coverage Limitations or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and -endorsements for each subcontractor. All coverages for subcontractors shall be subject to -all of the requirements stated herein. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. PLEASE FORWARD THIS NOTICE TO YOUR INSURANCE AGENT. FOR ASSISTANCE, PLEASE CONTACT RISK MANAGEMENT 0&399/5103 EXHIBIT B Resolution No.2008-63 EXHIBIT C INSURANCE REQUIREMENTS PROFESSIONAL SERVICE CONTRACTORS PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City Council Resolution No. requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII .Errors.and Omissions liability: $1,000,000 per occurrence. Deductibles. Self-insured Retentions, or Similar Forms of Coverage Limitations or Modifications Any deductibles, self4nsured retentions or similar forms of-coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. 0&3"15104 EXHIBIT C Resolution No.2008-63 EXHIBIT D INSURANCE REQUIREMENTS FOR LESSEESILICENSEES PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City requires submittal of certificates of insurance pursuant to the form- set forth in Resolution No. evidencing- the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury. and property damage. if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this projectilocation or the general aggregate limit shall be twice the required occurrence limit. "Claims made" designation is only acceptable for professional or pollution liability insurance. For general liability certificate holder, the City of Huntington Beach, its elected or appointed officials, agents officers employees and volunteers must be named- as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact). 2. Workers Compensation and Employer's Liability: State statutory limits of $250,000 bodily injury by disease, policy limit, and $100,000 bodily injury each employee for-accident or disease per occurrence. If you have no employees, you must sign a Declaration of Non-employee Status form available from the City. in lieu of a certificate of insurance, a certificate of consent to self-insure issued by the California Director of Industrial Relations is also acceptable.. 3. Property Insurance: Full replacement cost with -no coinsurance -penalty provision. Deductibles. Self-Insured Retentions or Similar Forms of Coverage Limitations or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. PLEASE FORWARD THIS NOTICE TO YOUR INSURANCE AGENT, FOR ASSISTANCE,PLEASE CONTACT RISK MANAGEMENT 0 6-3 9 915 1 0 5 EXHIBIT D Resolution No.2008-63 EXHIBIT E TO RESOLUTION NO. CONTRACTOR'S INDEMNIFICATION DEFENSE HOLD HARMLESS Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed -by:any of them.or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of contractors counsel. City shall be reimbursed for all costs and attorney's fees incurred by City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 0&399/5I06 EXHIBIT E Resolution No.20OM3 EXHIBIT F TO RESOLUTION NO. INDEMNIFICATION DEFENSE AND HOLD HARMLESS To the fullest extent permitted by law(including, without limitation, California Civil Code Sections 2782 and 2782.6), CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, demands, and defense costs (including without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANTs (or CONSULTANT's subcontractors, If any) negligence, recklessness or willful misconduct related to performance of-this Agreement or its failure to comply with any of its obligations contained .in .this .Agr_eemerit .by CONSULTANT, its officers, agents or employees. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense, and the CITY shall approve selection of CONSULTANT's counsel_ This indemnity shall apply'to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon.the amount of indemnification to be provided by the CONSULTANT. 0&399i5107 EXHIBIT F Resolution No.2008-63 EXHIBIT G TO RESOLUTION NO. INDEMNIFICATION DEFENSE AND HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANTs (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY shall be reimbursed by CONSULTANT for all costs and attorneys fees incurred by CITY in enforcing this obligation_ CONSULTANT will conduct all defense at its sole cost and expense and the CITY shall approve selection of CONSULTANTs counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by the CONSULTANT. 06-399n108 EXHIBIFF CT Resolution No.2008-63 INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: 2. Date. 3. Name of contractor/permittee: 4. Description of work to be performed: 5. Value and length of contract 6. Waiver/modification request: 7. Reason for request and why it should be granted: 8. Identify the risks to the City in approving this waiver/modification- Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attomey's Office disagree. 1. Risk Management ❑ Approved ❑ Denied Signature Date 2. City Attomey's Office ❑ Approved ❑ Denied Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attomey's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services EXHIBIT H Resolution No_2008-63 S Ity CITY OF HUNTINGTON BEACH H,�. s 2000 Main Street _ Huntington Beach, CA 92b4s DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or event(s) if any vehicle(s) is used. Signature of Permittee Print name Company name (if applicable) Date signed 16407 EXHIBIT I Res. No. 2008-63 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on October 6, 2008 by the following vote: AYES: Hansen, Hardy, Bohr, Cook, Coerper, Carchio NOES: None ABSENT: Green ABSTAIN: None Qftoro 11 Cit Jerk and ex-officio 66 of the City Council of the City of Huntington Beach, California SOLAR POWER SERVICES & SITE LICENSE AGREEMENT (Central Library) This Solar Power Services & Site License Agreement ("Agreement") is entered into on October 2010 between SunEdison Originationl, LLC, a Delaware limited liability company ("Provider" or "Licensee"), and City of Huntington Beach, a municipal corporation organized and existing under the laws of the state of California ("Purchaser" or "Licensor"); and, together with Provider, each, a "Party" and together,the "Parties"). WITNESSETH: WHEREAS, Purchaser, as Licensor, is the owner of property located in the City of Huntington Beach, California("Property", as hereafter described in more detail); WHEREAS, Licensor desires to implement systems which will help control energy consumption and costs on the Property; WHEREAS, Provider, as Licensee, desires to lease a portion of the Property ("Premises") from Licensor in order to construct, install, maintain and operate a solar photovoltaic system on the Premises for the purpose of providing Solar Services (as hereafter defined), and Licensor desires to permit such installation, maintenance and operation on the terms and conditions herein contained; WHEREAS, Provider and Purchaser acknowledged those certain General Terms and Conditions of the Solar Power Services Agreement dated as of October�, 2010 ("General Conditions"), which are incorporated by reference as set forth herein; and WHEREAS, the terms and conditions of this Agreement, excluding the General Conditions, constitute "Special Conditions"referred to in the General Conditions. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation and Subordination of General Conditions. The General Conditions are incorporated herein as if set forth in their entirety. In the event of a conflict between a term or condition contained in the General Conditions and a term or condition contained in the Special Conditions, the Special Condition shall prevail. 2. Premises. Licensor licenses to Licensee and Licensee licenses from Licensor that portion of the Property as described and depicted on Schedule 1 ("Premises"), including a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Licensee and as mutually agreed upon by the Parties. 3. License. Licensee acknowledge that it holds no property interest in the Premises, and its rights hereunder are solely as a licensee for partial use of the Property in accordance with the terms hereof, and Licensee shall not be deemed a lessee of any portion of the Property. 4. Term. The Term of this Agreement is as defined in Section 2.1 of the General Conditions and repeated here for convenience. The initial term shall commence on the Effective Date and continue for twenty (20) years from the Commercial Operation Date unless and until terminated earlier pursuant to the provisions of this Agreement. 5. Access to Premises. Licensor grants Licensee access to the Premises and the System during the Term and for so long as needed after expiration or earlier termination to remove the System. Licensee will give Licensor reasonable written or telephonic notice before any entry onto the Premises by Licensee's employees, agents or contractors. Licensor will not interfere with or handle any Licensee equipment or the System without written authorization from Licensee; provided, however, that Licensor shall at all times have access to and the right to observe the Installation Work or System removal. 6. Delivery of Premises. Prior to Licensee's installation of the System, Licensee shall have inspected the Premises and satisfied itself that the Premises are in a condition ready for Licensee's installation of the System. Licensor shall use reasonable efforts to locate space at the Premises for the temporary storage and staging of tools, materials and equipment. Licensor does not guarantee space for parking of construction crew vehicles and temporary construction trailers, but will cooperate with Licensee in locating parking close to the Premises. 7. Use. 7.1 Licensee shall use the Premises for the sole purpose of installation, construction, operation, maintenance, repair and removal of the System and associated actions and for no other purpose without the prior written consent of Licensor, which consent shall not be unreasonably withheld. 7.2 Compliance with Law. Licensee shall, at Licensee's sole cost and expense, comply with all statutes, ordinances and regulations of all governmental entities (federal, state, county and municipal), relating to Licensee's use and occupancy of the Premises, whether those statutes, ordinances and regulations are now in force or are subsequently enacted including Huntington Beach Charter Section 612 if applicable. If any license, permit or other governmental authorization or approval is required for the lawful use or occupancy of the Premises, Licensee shall procure and maintain it, at Licensee's sole cost and expense, throughout the Term. 8. Installation and Removal of System. 8.1 Licensee shall construct and install the System on the Premises pursuant to Section 3 of the General Conditions. Licensee shall remove the System from the Premises upon the expiration or earlier termination of the Term pursuant to Section 2.5 of the General Conditions. 8.2 Licensor shall continue its standard security measures for the Property, which Licensee acknowledges may not be sufficient for protection of damage or losses to the System caused by criminal acts of third parties (including graffiti). Licensor shall not be liable in any way for such damage or losses. Licensee shall, at Licensee's cost, obtain insurance coverage to the extent Licensee desires protection against such criminal acts. 9. Maintenance. At all times during the Term, Licensee shall, at Licensee's own cost and expense, keep and maintain the System on the Premises in a first-class condition, in good order and repair and in a safe and clean condition, including any graffiti removal. -2 - 10. Hazardous Materials. 10.1 Compliance. During the Term, Licensee, at its sole cost, shall comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material (as defined below) on the Premises. Licensee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Licensee or Licensee's employees, contractors or subcontractors in a manner or for a purpose prohibited by any federal, state or local agency or authority. 10.2 Notice. Licensee shall immediately provide Licensor with telephonic notice, which shall promptly be confirmed by written notice, of any and all spillage, discharge, release and disposal of Hazardous Material onto or within the Premises which by law must be reported to any federal, state or local agency, and any injuries or damages resulting directly or indirectly therefrom. In addition, Licensee shall indemnify and hold Licensor harmless from any such spill or discharge as set forth herein to the extent caused by Licensee or its agents or contractors. 10.3 Definition of Hazardous Material. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. (42 U.S.C. Section 6903), or (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C. Section 9601). 10.4 Licensee shall be responsible for and shall indemnify, protect, defend and hold harmless Licensor from any and all liability, damages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise at any time and which result from Licensee's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, upon or about the Premises. Licensor shall be responsible for and shall indemnify, protect, defend and hold harmless Licensee on the same basis as above for any claims which result from Licensor's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, on or about the Premises. 11. Indemnity and Insurance. 11.1 Licensee agrees that it shall obtain prior to commencing installation of the System, and maintain throughout the Term, the insurance described in Schedule. 6 hereof, the terms of which are incorporated by reference. 11.2 Licensee agrees that it shall indemnify Purchaser and its identified related party in accordance with Schedule 6 hereof, the terms of which are incorporated by reference. 11.3 Not more frequently than once every five (5) years, if, in the sole but reasonable opinion of Licensor, the amount and/or scope of general public liability insurance and/or property insurance coverage above at that time is not adequate, Licensee may increase such liability coverage amounts as reasonably required by Licensor during the Term or any Renewal Term of this Agreement to comply with industry standards. Notwithstanding the foregoing, such increases may not exceed an -3 - increase greater than twenty percent (20%) of the then current coverage amount and must be universally applied to all similar Licensees located on the Property. 11.4 Insurance Hazards — Prior to Licensee's commencement of installation work at the Property, the Parties will consult to determine whether Licensee's planned acts on said Property by its agents or employees or the use of said Property by its agents or employees in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Property, said Property or the improvements on said Property. Licensee shall not do anything to violate the insurance policies that are now kept in place on the Property, or the improvements located thereon, by Licensor in Licensor's sole discretion, provided that Licensor has given reasonably clear written instruction on the requirements of such insurance policies. 11.5 Any insurance proceeds received by Licensor because of the total or partial destruction of said Property or any buildings on said Property shall be the sole property of Licensor. 12. Right of Entry_ Licensor may enter the Premises at any time for any reasonable actions, including but not limited to (i) inspecting the Premises, (ii) posting in such places as Lessor may select notices of non-responsibility for works of construction, repair or improvement made by Licensee. Licensor shall not interfere with Licensee's use of the Premises to provide electricity as described herein. Schedules. The following Schedules hereto are the respective Schedules to the Special Conditions referenced in the General Conditions: Schedule I Description of the Property, Premises & System Schedule 2 kWh Rate Schedule 3 Early Termination Fee Schedule 4 Estimated Annual Production Schedule 5 Notice Information Schedule 6 Insurance and Indemnity IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in these Special Conditions and intending to be legally bound hereby, Provider/Licensee and Purchaser/Licensor have executed this Agreement as of the date first written above. SUNEDISON ORIGINATION1, I.LC By: SUN EDISON LLC By: J0 0, By: Na e: Name: Fred Wilson Title 'If Saks ft Title: City Administrator Date: kU � A (i Date: Signatures continued LEGAL DF°' Approv e, [rnUal - -)ate: -4- SOLAR POWER SERVICES & SITE LICENSE AGREEMENT Continued Signatures CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor Cit Jerk REVIE ITIATED AND APPROVED: ity Administrator APP OVED AS TO FORM: City Attorney SCHEDULES I. Schedule 1: Description of Premises and System Solar System Premises: 7111 Talbert Ave. Huntington Beach, CA 92648 as described in Design Review No. 2010-018 or subsequent Design Reviews. Anticipated Rebate or CSI Step 7 ($0.09/kWh) Subsidy Solar System Size: 1109 kW (DC) Scope: Solar Canopies in Parking lots per Entitlement documents Module: SunTech STP280 or equivalent Inverter: IEEE 1547 Qualified -5 - II. Schedule 2 - - kWh hate The kWh Rate with respect to the System under the Agreement shall be in accordance with the following schedule: Year kWh Year $/kWh of Rate[*] of Rate[*] System ($/kWh) System ($/kWh) Term Term 1 0.1440 11 0.1933 2 0.1483 12 0.1991 3 0.1527 13 0.2051 4 0.1573 14 0.2112 5 0.1620 15 0.2175 6 0.1669 16 0.2240 7 0.1718 17 0.2307 8 0.1770 18 0.2376 F9 0.1823 19 0.2447 10 0.1877 20 0.2520 [*Calculated based on the year 1 kWh Rate multiplied by [2.99%] inflation factor each year.] In the event that Provider is unable to obtain financing at the expected rate of 6%, the Year PPA Rate will adjust in accordance with following table. For the purposes of Section 2.7 of the General Conditions, the "maximum rate" the city will accept is 0.1503 $/kWh. Interest Rate True Up Rate Yr 1 Rate 5.50% 0.1382 5.75% 0.1415 6.00% 0.1440 6.25% 0.1472 6.50% 0.1503 6.75% 0.1535 7.00% 0.1567 7.25% 0.1598 7.50% 0.1628 7.75% 0.1658 8.00% 0.1689 -6- III. Schedule 3-Early Termination Fee The Early Termination Fee with respect to the System under the Agreement shall be calculated in accordance with the following: Early Column 1 Purchase Date Occurs Column 2 Termination Early Termination Fee on the 915t day following Early Termination Fee Occurs in where Purchaser does where Purchaser takes Year: not take Title to the (Each "Anniversary" Title to the System System ($/Wdc including below shall refer to the ($/Wdc, does not costs of removal) anniversary of the include costs of Commercial Operation removal)* Date 1* $ 7.14 - 2 $ 6.31 _ __ uv . 3 $ 5.48 4 $ 4.65 -: 77 5 $ 3.82 r --', . 6 $ 3.64 5'h Anniversary $ 3.14 7 $ 3.47 6t Anniversary $ 2.97 g $ 3.29 7 Anniversary $ 2.79 9 $ 3.11 8t Anniversary $ 2.61 10 $ 2.93 9t Anniversary $ 2.43 11 $ 2.75 10t Anniversary $ 2.25 12 $ 2.58 11` Anniversary $ 2.08 13 $ 2.40 12t Anniversary $ 1.90 14 $ 2.22 Dl Anniversary $ 1.72 15 $ 2.04 14t Anniversary $ 1.54 16 S 1.87 15t Anniversary $ 1.37 17 $ 1.69 16t Anniversary $ 1.19 18 $ 1.51 171 Anniversary $ 1.01 19 $ 1.33 18'h Anniversary $ 0.83 20 $ 1.16 19t Anniversary $ 0.66 At Expiration (the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0). *Includes Early Termination prior to the Commercial Operation Date. -7- IV. Schedule 4—Estimated Annual Production Estimated Annual Production commencing on the Commercial Operation Date with respect to System under the Agreement shall be as follows: Year Estimated Year Estimated of Production of Production System (kWh) System (kWh) Term Term 1 1,631,339 11 1,551,583 2 1,623,182 12 1,543,825 3 1,615,066 13 1,536,106 4 1,606,991 14 1,528,425 5 1,598,956 15 1,520,783 6 1,590,961 16 1,513,179 7 1,583,007 17 1,505,614 8 1,575,091 18 1,498,085 9 1,567,216 19 1,490,595 F77FO 1,559,380 20 1,483,142 The values set forth in the table above are estimates (and not guarantees), of approximately how many kWhs are expected to be generated annually by the System. V. Schedule 5—Notice Information Purchaser: Provider: City of Huntington Beach 12500 Baltimore Ave. 2000 Main Street Beltsville, MD 20705 Huntington Beach, CA 92648 Financing Party: [To be provided by Provider when known] -8- VI. Schedule 6—Insurance& Indemnity -9- RESOLUTION NO. 2008-63 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH REVISING AND RESTATING THE CITY'S INSURANCE AND INDEMNITY REQUIREMENTS WHEREAS, there are persons and organizations who are engaged in various activities in the City, thereby subjecting the City to substantial risk of liability for damage to property and injury to persons; and, The City desires to establish insurance and indemnification requirements; and, in appropriate cases, a procedure for the waiver thereof; and, The City desires to establish internal staff responsibility for the administration of the insurance required by this Resolution and delineate the authority to make adjustments to requirements based upon unique and unusual circumstances. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that effective on the date of adoption of this Resolution, the insurance coverage and indemnity requirements shall be as follows: SECTION I. DEFINITIONS AND FORMS REQUIRED A. Definitions: 1. "Contractors" are any persons or entities who contract with the City and/or provide services to the City which are readily available and efficiently procured by competitive bidding. 2. "Design Professionals" are professional services contractors who contract with the City and/or provide architectural and/or engineering services to the City. 3. "Licensees/Lessees" are any persons or entities who contract with the City for the use of public property. 4. "Permittees" are any persons or entities who make application to the City for any use of or encroachment upon any public street, waterway, pier, or City property. 5. "Professional Services" are as defined by Huntington Beach Municipal Code section 3.03. 6. "Vendors" are any persons or entities who transfers property or goods to the City which may or may not involve delivery and/or installation. B. Indemnity and Insurance Coverage Requirements Defined 1. General Liability: Combined single limit bodily injury, personal injury and property damage: Minimum limits of$1,000,000 per occurrence. 19723 1 Resolution No. 2008-63 a. Coverage must include completed operations liability and unlimited blanket contractual liability and, where products are furnished, products liability. b. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 or an increased coverage as memorialized in the terms and conditions agreed to by the parties and the policy holder shall submit written notice of any known depletion of limits to City attached to the proof of insurance. C. Claims made policies are not acceptable, except that claims made insurance for pollution liability shall be acceptable. d. All deductibles in excess of $5,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. e. The City, its, officers, elected or appointed officials, employees, agents and volunteers are to be covered as additional insureds by separate attached endorsement(s) approved by the City Attorney as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor; or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officers and employees. f. For any claims related to the project, the contractor's insurance coverage shall be primary insurance as respects the City, its agents, officers, and employees. Any insurance or self-insurance maintained by the City, its agents, officers, and employees shall be excess of the contractor's insurance and shall not contribute with it. g. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its agents, officers and employees. h. The contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers Compensation and-Employers' Liability: In accordance with the applicable state statutes with limits in the case of workers'compensation and employers' liability in amounts not less than the State statutory limits. Alternatively, a signed declaration of non-employee status shall be filed. A certificate or consent to self-insure issued by the California Director of Industrial Relations is also acceptable. 19723 2 Resolution No. 2008-63 3. Professional Liability Insurance: Coverage must be provided at a minimum of $1,000,000 per occurrence and in the aggregate. All deductibles in excess of $10,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. a. Claims made policies are acceptable if the policy further provides that: 1. The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2. The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3. If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit. 4. The reporting of circumstances or incidents that might give rise to future claims. 4. Automobile Liability Coverage must be provided at a minimum of $1,000,000 per occurrence. a. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 and the policy holder shall submit written notice of any known depletion of limits to City attached to the proof of insurance. b. All deductibles in excess of $1,000, or alternative forms of providing coverage must be approved through the Waiver Procedure set forth in Section III to this Resolution. The requirement for self-insured retention remains at zero. C. The City, its officers, elected or appointed officials, employees, agents and volunteers are to be covered as additional insureds by separate attached endorsement(s). The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officers and employees. d. For any claims related to the project, the contractor's insurance coverage shall be primary insurance as respects the City, its agents, officers, and employees. Any insurance or self-insurance maintained by the City, its agents, officers, and employees shall be excess of the contractor's insurance and shall not contribute with it. 19723 3 Resolution No. 2008-63 C. Certificate of Insurance Requirements Defined 1. Form. Evidence of insurance coverage and limits as required by the City shall be furnished to the City as a certificate holder on the "Acord' or similar form approved by the City Attorney. (See samples attached herein as Exhibit"A"). a. The description of work to be performed, the City department involved in the performance, and the City staff contact person must be clearly identified on the "Acord" or similar form evidencing insurance coverage. b. All forms of insurance shall identify the City of Huntington. Beach, its officers, elected or appointed officials, employees, agents and volunteers as an additional insured by separate attached endorsement with respect to general liability and automobile liability coverages. C. Contractors shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 2. Approval of Certificate Insurance certificates must be approved by the City Attorney prior to commencement of any performance under a contract or issuance of any permit, as authorized by the City Charter. 3. Acceptability of Insurers Insurance must be placed with insurer with a Best's rating of no less than A: VII and insurer must be a California admitted carrier. SECTION If INSURANCE AND INDEMNIFICATION REQUIREMENTS A. INSURANCE 1. Contractors and Permittees must meet the requirements as set forth in Exhibit "B" incorporated by reference and attached herein. Permittees who do not use vehicles or equipment in connection with the permit, shall not be required to provide auto.insurance. To be exempt from this requirement, permittees must execute a declaration such as Exhibit I attached hereto and incorporated by this reference. 2. Professional Services providers must meet the requirements as set forth in Exhibit"C" incorporated by reference and attached hereto. 3. Licensees/Lessees must meet the requirements as set forth in Exhibit "D" incorporated by reference and attached hereto. 4. Vendors a. Vendors supplying goods including delivery, service and/or installation must meet the requirements of Exhibit"B". 19723 4 Resolution No. 2008-63 b. Vendors supplying goods only without delivery, service and/or installation are required to provide products liability coverage only. 5. The insurance requirements of persons or organizations not identified herein shall be as designated by the agreement. All certificates of insurance designated must conform to the requirements of this Resolution. 6. Exceptions. a. Public entities are exempt from the requirements of this resolution. Any insurance and indemnity requirements of a public entity shall be pursuant to Section II(A)(5). b. Persons providing judicial or quasi-judicial services as independent contractors, such as judges, arbitrators, hearing officers, expert witnesses, and court reporters shall be exempt from all insurance coverage requirements. Any insurance and indemnity requirements shall be pursuant to Section II(A)(5). C. Each person making application for a permit for private property construction, alteration, improvement, demolition, or repair of any building or structure shall sign a declaration under penalty of perjury verifying workers' compensation coverage or exemption from coverage, as required by Section 19825 of the Health and Safety Code and, at the time of permit issuance, contractors shall show their valid workers' compensation insurance certificate. d. Persons contracting with the City under subdivision agreements are exempt from providing evidence of workers' compensation. e. Oil operators as regulated by Huntington Beach Municipal Code Section 15.16 and pipeline franchises as regulated by Huntington Beach Municipal Code Section 3.44 are exempt from the requirements of this resolution. f. Taxicabs/Vehicles-for-hire as regulated by Huntington Beach Municipal Code Section 5.50 are exempt from the requirements of this resolution. g. Trucking companies, including those regulated under Huntington Beach Municipal Code Section 10.32, are exempt from the minimum insurance requirements of this resolution .but must submit proof of workers' compensation insurance and general liability insurance in accordance with the requirements of the Public Utilities Commission (PUC) regulations which include: 1) the general liability insurance requirements are $600,000 combined single limit or $250,000 bodily injury or death of one person and $500,000 protection against total liability for bodily injury or death of more than one person from any one accident. 2) this is subject to the same $250,000 limitation for each person and $100,000 protection for accidental damage or destruction of property other than property being transported. 3) the City of Huntington Beach must be 19723 5 Resolution No. 2008-63 named as certificate holder but does not need to be named as additional insured. 7. Indemnily a. Contractors and Permittees shall be required to indemnify City, pursuant to the indemnity provision attached hereto and incorporated herein by this reference as Exhibit"E". b. All design professionals shall be required to indemnify City pursuant to the indemnity provision attached hereto and incorporated herein by this reference as Exhibit"F". C. All other persons or, organizations, including but not limited to professional service providers other than Design Professionals as defined by this Resolution, shall be required to indemnify City, pursuant to the indemnity provision attached hereto and incorporated by reference as Exhibit"G". SECTION Ill. WAIVER OR MODIFICATION PROCEDURE A. Waivers or Modification Request Form. A department Request for Waiver or Modification, Exhibit"H" attached, shall be completed and forwarded to the Risk Manager for all requests for waiver or modifications of the minimum indemnification and insurance requirements. Claim history, financial statements and scope of work must be submitted as attachments with any request for waiver. B. Waiver or Modification Authority. The Risk Manager and the City Attorney may approve any waiver or modification of the insurance and indemnification requirements, including requests for indemnification of third parties. A denial may be appealed to the City Administrator. C Waiver Criteria. The criteria to evaluate any requests for waiver shall include the following: a. The type of waiver or modification requested; b. The reason for the waiver or modification; C. The nature of the scope of work; d. The cost of the contract; e. The liability exposure of the City; f. The cost and availability of the coverage requested; g. The claim history of the requesting party; h. The past experience of the City with the requesting party; and i. The past experience of the City with other contracting parties of a similar nature. 19723 6 Resolution No. 2008-63 SECTION IV. Resolution 2007-03 and all other resolutions in conflict herewith are hereby repealed. PASSED AND ADOPTED by the City Council of the'City of Huntington Beach at a regular meeting held 6th day of OctnhPr 200_8_. I ND A P irecto K f Hu n Resources VIEW PPROVED: git#'Afministrator APPROVED AS TO FORM: City Attorney Attachments • D� Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I 19723 7 Resolution No.2008-63 ACORD,� CERTIFICATE OF LIABILITY INSURANCE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC a7 R1SUREO INSUAERA: IHSUF ER B: IN UREAc INSURER D: INSURERE: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE WSURANCE AFFORDED BY THE POLIMS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POIJCI£S.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CWMS- INsa PoucnAlMBER POUCYFFFECTIVE POWYEWMATIONISURANCE LIMITS GENERALLIABLITY EACH OCCURREHM _ _s COMMERCIAL GENERAL UABIUTY M SEaooaa*r S CtA1MSMADE DOCCUR i PERSONALIAOV WAATY S GENERALAGGREGpTE S GEWL AGGREGATE LIMIT APPLIES PM PRODUCTS-COMPIOPAGG 3 Poucr M toC —i AUTOMOBILE LIABILITY COMBINEOSO4GlEUA6i f ANYAUTO tEa 9O°d-* ALLOWNW AUTOS BODLLYWATRY f SCHEDULEDAUTOS (P-P—) HIRED AUTOS 6001LYINJURY f HOIFOWHEDAUTOSv IP« PROPERTYOAMAGE S (Pe.ao0der4 GARAGE LIABILITY ( \ AUTO ONLY-EAACCIOENT S ANYAUTO 1 OTHER THAN EAACC S AUrOONLY. AGG S EXCES3NM8RELLAUABM H Y EACOCCURRENCE S OCCUR a CLAIMS MADE AGGREGATE f DEDUCTIBLE RETENTIONRETENTION f f WORIMU COMPENSATION AND WC STAIN- O R EMPLOYERS-LIABILITY ANYPROPET02PARTHEFW-xECUTIVE EL.EACHACCIDENt S RI OFFF�FICERMEMBEREXCLUOEOT E.L DISEASE-EA EMPLOYEE f SPECWLPROVISfONS babes ILL DISEASE-POLICY LIMIT 3 OTHER OESCRIP WH OF OPERATIONS 1 LOCATIONS VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF.THE ISSUING INSURER WILL ENDEAVOR To L.A.. 30 DAYS UIRITIEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO T11E LEFT.BUT FAILURE TO 00 SO SRML IMPOSE NO OBLIGATION OR LIABILITY OF ANY NIMD UPON THE INSURER.ITS AGENTS OR REPRESENTATIVES—REPRESENTATIVE ACORD2$(2B01TO8) EXHIBIT A-1 Of 4 0 ACORD CORPORATION 1988 Resolution No.2008-63 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer. and the certificate holder, nor does it affirmatively or negatively amend. extend or after the coverage afforded by the policies fisted thereon. ACORD 25(2001M) EXHIBIT A-2 of 4 Resolution No.2008-63 POLICY NUMBER: COMMERCIAL GENERAL tDCmTr THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (Form S) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL tIABILnY SCHEDULE Narne of Person or Organization; THE CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach,CA 92648 (if no entry appears above.inforrnation requited to completa i.`iis endorsement will be shown in the Oedarations as applicable to this endorsement) WHO IS AN INSURED(Section 11)is amended to include as an insured the person or organization shown in the Schedule,but only with respect to liability arising out of'your worK for that insured by or for you RE: ALL OPERATIONS OF THE NAMED INSURED FOR THE CERTIFICATE HOLDER. City of Huntington Beach, its elected or appointed officials,agents, officers.employees and volunteers CG 20 10 11 55 Copyright.insurance Services Office,Inc.,1984 EXHIBIT A-3 of 4 Resolution No.2008-63 AT P.O_BOX 420807.SAN FRANC*W.CA 94142.0807 COMPENSATION Ir aUiM^NaE FU-N® ?CERTIFi AT�gF WORKERS'=CWPENSATION ItVSUR CE` W 4 d• ,r,..�'�y - w k?': _ .._> :�''`�•v �i ��.-:'��`"{.'J0`-'.�F�ti r;e w. ?:.� �l'!�'� -....�r.s sir secWk. Y ++ai 6: tt c: i, 1" 4 CITY of tMKOTJ J RISK y, ��2 Y 3. -�t `�: . `,.n- 2000 l4 i4ARiN S -+ � x§{''' '- �31i s,ws KRU TIN6TiDld BEACiii'` A 92648• 'ii` L This is to certify that we have issued a valid Workers'Compensation insurance policy In a forth approved by the California Insurance Commissioner to the employer named below for the Policy period Indicated. This policy is riot subject to cancellation by the Fund except upon toiays'advance written notice to the employer. 3 We will also give you TRkrdaye advance notice should this policy be cancelled prior to its normal expiration. ^- This certificate of insurance Is not an insurance policy and does not amend,extend or alter the coverage afforded by the policies listed herein. Notwithstand"any requirement,,term. or condition of any contract or other document with respect to which this certificate insurance malt be issued_or may pertain;tt�e Tft the policies �. Instir_ . described herein is subject to all# ocltrs3oris;aisd cenSiitioiiS of such polities ' .s�2' ::.3s `; ra: '.yam -`.�e�-:�r. r.- �:�`. e'�.;•'_ :..: t-:,. ,�t,;.: :<-..:'-• =..: ..:__ '_ - +fir.: �.+rR, • ...;.'.,L'±;g�G�. �L9iF }.J]t�.' ty.�}r�,-_ t `.- �.,!'t�t l_� `� ir_s� AUT64ORiZE0 REPRESEMTATlY ,���` _::'•:'''`'�ice- .'.3:'s+ ',F]l- .1 •T EMPLOYER'S LIABILt -LIMIT INCLUDIN6�f FENSE COSTS: E1;0�;:®de. O£Lt�RRi MCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE e7/01/00 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER : EXHIBIT A-4 of 4 L oa - Zia -• o Resolution No.2008-63 EXHIBIT B INSURANCE.REQUIREMENTS FOR CONTRACTORS,AND PERMITTEES PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance ' City Council Resolution requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII: 1. General Liability. $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. "Claims made"designation is only acceptable for professional or pollution liability insurance. The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact.) 2. Workers'.Compensation and Employer's Liability: State statutory limits of $250,000 bodily injury by disease, policy limit, and$100,000 bodily injury each employee for accident or disease per occurrence. If you have no employees, you must sign a Declaration of Non-employee Status form available from the City. In lieu of a certificate of insurance, a certificate of consent to self-insure issued by the California Director of Industrial Relations is also acceptable. 3. Automobile liability of $1,000,000 per occurrence for bodily injury, personal injury and property damages. The City of Huntington Beach, its officers, elected or appointed officials, employees,agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact). Deductibles.Self-insured Retentions, or Similar Forms of Coverage Limitations or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications,-must be declared to and approved by the City of Huntington Beach. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. PLEASE FORWARD THIS NOTICE TO YOUR INSURANCE AGENT_ FOR ASSISTANCE, PLEASE CONTACT RISK MANAGEMENT. 06399/51.03 EXHIBIT B Resolution No.2008-63 EXHIBIT C INSURANCE REQUIREMENTS PROFESSIONAL. SERVICE CONTRACTORS PLEASE GIVE THESE INSURANCE REQUIREMENTS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City Council Resolution No. requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII Errors and Omissions liability: $1,000,000 per.occurrence. Deductibles. Self-Insured Retentions, or Similar Forms of Coverage Limitations_or Modifications Any deductibles, self-insured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Description of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. 0 6-3 9915 1 0 4 EXEILBIT C Resolution No.2008-63 EXHIBIT D INSURANCE REQUIREMENTS FOR LESSEESILICENSEES PLEASE GIVE THESE INSURANCE REQU(REMENIrS TO YOUR INSURANCE AGENT Minimum Limits of Insurance City requires submittal of certificates of insurance pursuant to the form- set forth in Resolution No. evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury. and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. "Claims made" designation is only acceptable for professional or pollution liability insurance. For general liability certificate holder, the City of Huntington Beach, its elected or appointed officials, agents, officers, employees, and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. (This wording must be exact). 2. Workers Compensation and Employer's Liability: State statutory limits of $250,000 bodily injury by disease, policy limit, and $100,000 bodily injury each employee for accident or disease per occurrence. If you have no employees, you must sign a Declaration of Non-employee Status form available from the City. In lieu of a certificate of insurance, a certificate of consent to self-insure issued by the California Director of Industrial Relations is also acceptable.. 3. Property Insurance: Full replacement cost with no coinsurance -penalty provision. Deductibles, Self-Insured Retentions, or Similar Forms of Coverage Limitations or Modifications Any deductibles, self4nsured retentions or similar forms of coverage limitations or modifications, must be declared to and approved by the City of Huntington Beach. Descriotion of Work to be Performed The staff contact and purpose of the evidence of coverage must be identified. PLEASE FORWARD THIS NOTICE TO YOUR INSURANCE AGENT, FOR ASSISTANCE, PLEASE CONTACT RISK MANAGEMENT 06-399i5105 EXHIBIT D Resolution No.2008-63 EXHIBIT E TO RESOLUTION NO. CONTRACTOR'S INDEMNIFICATION DEFENSE HOLD HARMLESS Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by.any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active-or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of contractor's counsel. City shall be reimbursed for all costs and attorneys fees incurred by City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 0&39915106 EXHIBIT E Resolution No.2008-63 EXHIBIT F TO RESOLUTION NO. INDEMNIFICATION DEFENSE AND HOLD HARMLESS To the fullest extent permitted by law(including, without limitation, California Civil Code Sections 2782 and 2782.6), CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, demands, and defense costs (including without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANTs (or CONSULTANT's subcontractors, If any) negligence, recklessness or willful misconduct related to performance of-this Agreement or its failure to comply with any -of its obligations contained .in .this .Agreement by CONSULTANT, its officers, agents or employees. CITY shall be reimbursed by CONSULTANT for all costs and attorneys fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense, and the CITY shall approve selection of CONSULTANT's counsel_ This indemnity shall apply'to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon.the amount of indemnification to be provided by the CONSULTANT. 0&399/5107 EXHIBIT F Resolution No.2008-63 EXHIBIT G TO RESOLUTION NO. INDEMNIFICATION DEFENSE AND HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including,without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANTs (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense and the CITY shall approve selection of CONSULTANTs counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by the CONSULTANT. 0 6-3 9 915 1 0 8 E'XHIBTT G Resolution No.2008-63 INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: 2. Date. 3. Name of contractor/permittee: 4. Description of work to be performed: 5. Value and length of contract 6. Waiver/modification request: 7. Reason for request and why it should be granted: 8. Identify the risks to the City in approving this waiver/modification: Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attomey's Office disagree. 1. Risk Management ❑ Approved ❑ Denied Signature Date . 2. City Attorney's Office ® Approved ❑ Denied Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services EXHIBIT H Resolution No.2008-63 S ity CITY OF HUNTINGTON BEACH 2000 Main Street Huntin on Beach, CA 92648 DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or event(s) if any vehicle(s) is used. Signature of Permittee Print name Company name (if applicable) Date signed 16407 EXHIBIT I Res. No. 2008-63 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on October 6, 2008 by the following vote: AYES: Hansen, Hardy, Bohr, Cook, Coerper, Carchio NOES: None ABSENT: Green ABSTAIN: None ju� Citiklerk and ex-officio erk of the City Council of the City of Huntington Beach, California Council/Agency Meeting Held:�� Deferred/Continued to: ;izl progd, Condi . nal y prove Denied it Cle s Signa(t e ed Council Meeting Date: October 18, 2010 Department ID Number: AD10-031 CITY OF HUNTINGTON BEACH REQUEST FOR-CITY COUNCIL. ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Administrator PREPARED BY: Bob Hall, Deputy City Administrator SUBJECT: Approve and authorize execution of a Solar Power and Services Agreement and associated Special Conditions and Site License agreements with SunEdison LLC to construct solar canopies in the parking lots of Civic Center, Central Library, and the City Yard Statement of Issue: Council is asked to consider and approve a solar power purchase agreement to construct solar canopies in the parking lots of Civic Center, Central Library, and City Yard and purchase the electrical output. Financial Impact: Over the 20 year life of the agreement, the savings to the city is calculated to be $1,550,300. Recommended Action: Motion to: A) Approve and authorize the City Administrator to execute General Terms and Conditions of a Solar Power & Services Agreement and associated Solar Power Services and Site License Agreements for Civic Center, Central Library and City Yard sites that are substantially in the form as attached hereto, any non-substantial changes can be agreed to by the City Administrator and City Attorney; and, B) Authorize City Administrator to execute any subsequent documents necessary to advance, manage, and complete the project. Alternative Action(s): Do not approve the agreement and instruct staff on how to proceed. -683- Item 15. ® Page 1 REQUEST FOR COUNCIL ACTION MEETING DATE: 10/18/2010 DEPARTMENT ID NUMBER: 10-031 Analysis: In July of 2009, the Mayor declared a solar goal of 8.5 Megawatts of installed capacity in Huntington Beach by 2014, this goal included 2.5 Megawatts of solar for municipal facilities. Two study sessions have been conducted with Council discussing solar power purchase agreements and the large number of public sector organizations utilizing this type of project. On January 19, 2010, Council approved a contract with Digital Energy for solar feasibility studies, designs, environmental reviews, entitlements, and bid support for solar projects on city facilities. On July 7, 2010, the city released an RFP for solar power purchase agreements; a pre-bid conference and job walk was held with over 20 firms represented. The RFP included an option to allocate Recovery Zone Facility Bonds to the winning bidder to provide a portion of the financing for the project. The city received one bid from SunEdison. Typically, most governments and contractors utilize California Government Code 4217 to sole source these types of projects (Brea, Orange County, HB City School District). However, Huntington Beach went to the additional expense and effort to conduct an open bid for all phases of the solar project. SunEdison is North America's largest solar energy services provider and pioneered the power purchase agreement model. SunEdison is part of MEMC a 50 year old company that is part of the S&P 500. SunEdison has designed and installed more than 400 solar electric systems with a capacity of 110 Megawatts with local offices in Orange County. A sample of government customers of SunEdison are: Irvine Unified School District, State of California Department of General Services, California State Universities, Federal General Services Administration. Staff and our consultant, Digital Energy, reviewed the bid and recommended that the city proceed with SunEdison due to the expiration of the recovery zone facility bond program, grant-in-lieu tax credit at the end of 2010 and declining California Solar Initiative incentives. Any further delays in the project would adversely impact the project economics. The SunEdison bid is very competitive with utility purchases. Additionally, staff interviewed a number of the firms that attended the bid conference, but did not bid. These firms reported that they were unable to finance or construct a project that met the city's aesthetic and economic criteria and chose to pursue other solar opportunities in the market. A number of the potential vendors suggested using Government Code 4217 to sole source the project with their firm. The long-term savings that result from this item are noteworthy and these savings would not be available if the project was delayed beyond this council meeting. A solar power purchase agreement allows the city to have solar installed with no capital costs, no credit or accounting risk by re-allocating annual utility budget from the utility to SunEdison. Additionally, the city receives clean, renewable electricity and stable and predictable energy prices for this power over the next 20 years diversifying the city's energy portfolio. The City's only obligation is to purchase the output of the system over the next 20 years, which represents about 12.2% of the city's total electricity needs. The renewable energy credits are retained by the city and represent an asset that can be sold or retired to prepare the city for future regulations on carbon emissions. Item 15. ® Page 2 -684- - REQUEST FOR COUNCIL ACTION MEETING DATE: 10/18/2010 DEPARTMENT ID NUMBER: 10-031 Staff and the city's consultants completed an energy and economics model that included sensitivity analysis comparing the business as usual case versus the solar power purchase agreement case. The key variables in the analysis are escalation rates in utility costs (3.5- 5.5%) and solar costs (2.99%), Demand savings (10%-20%), Renewable Energy Credits value (.5-1.5 cents per KWh) and escalation (3.5%). The discount rate utilized was 5% per direction from the Treasurer. These assumptions combined with modeling show that the project is effectively budget neutral in year one. On a long-term basis the price of power in the solar power purchase agreement is lower than historical utility cost escalation providing significant savings in the second half of the agreement. When calculated, the average case net present value for the savings is $1,550,381. The sensitivity analysis also included a lower bound net present value of $397,718 and an upper bound net present value of$2,813,491. - Environmental Status: `Mitigated Negative Declaration No. 10-006 (Attachment No. 4) was prepared pursuant to Section 240.04 of the HBZSO and the provisions of the California Environment Quality Act (CEQA). The MND determined that no significant impacts are anticipated as a result of the proposed project that could not be mitigated to a level of less-than-significant with proper design and mitigation measures. The MND was prepared with mitigation measures pursuant to the provisions of the California Environment Quality Act (CEQA) and approved by the Zoning Administrator on September 15, 2010. This MND was not appealed. MND No. 10-006 determined that no significant impacts are anticipated in all issue areas except for biological resources and cultural resources. Potentially significant impacts include the removal of and/or relocation of mature trees, preserving Central Library design, and potential discovery of archaeological or paleontological resources. These potentially significant impacts could be mitigated to a level of less-than-significant by incorporating appropriate mitigation measures. Strategic Plan Goal: Maintain, improve and obtain funding for infrastructure and equipment Attachment(s): e - r 1. General Terms and Conditions of Solar Power and Service Agreement 2. Solar Power Services & Site License Agreement — Sample (one required for each site 3. Letter from Digital Energy analyzing the bid 4. Miti ated Negative Declaration No. 2010-006 5. Pre-bid conference bidder's list 6. Comparative cash flow analysis 7. PowerPoint presentation from October 2009 Study Session -685- Item 15. o Page REQUEST FOR COUNCIL ACTION MEETING DATE: 10/18/2010 DEPARTMENT ID NUMBER: 10-031 8. Current conditions of approval for Civic Center 9. Current conditions of approval for Central Library 10. Current conditions of approval for City Yard Item 15. - Page 4 -686- ATTACHMENT # 1 -687- Item 15. - Page 5 CONFIDENTIAL AND PROPRIETARY GENERAL TERMS AND CONDITIONS OF SOLAR POWER&SERVICES AGREEMENT These General Terms and Conditions("General Conditions')are dated as of day of October, 2010 and are witnessed and acknowledged by SunEdison Origination],LLC("Provider')and City of Huntington Beach, a municipal corporation("Purchaser'), as evidenced by their signature on the last page of this document. These General Conditions are intended to be incorporated by reference into Solar Power&Services Agreements that may be entered into between SunEdison and Purchaser or between their respective affiliates. Except to the extent Provider or Purchaser becomes a party to a Solar Power Services &Site License Agreement that incorporates these General Conditions, these General Conditions shall have no binding effect upon Provider or Purchaser. 1. DEFINITIONS. "Bankruptcy Event" means with respect to a Party, that either: 1.1 Definitions. In addition to other terms (i) such Party has (A) applied for or consented to the specifically defined elsewhere in the Agreement, where appointment of, or the taking of possession by, a capitalized, the following words and phrases shall be defined as follows: receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; (B) admitted in "Actual Monthly Production" means the amount of Writing its inability, or be generally unable, to pay its debts as such debts become due; (C) made a general energy recorded by Provider's metering equipment assignment for the benefit of its creditors; (D) during each calendar month of the Term, pursuant to commenced a voluntary case under any bankruptcy law; Section 4.2. (E)filed a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, "Affiliate" means, with respect to any specified Person, winding up, or composition or readjustment of debts; (F) any other Person directly or indirectly controlling, failed to controvert in a timely and appropriate manner, controlled by or under common control with such or acquiesced in writing to, any petition filed against specified Person. such Party in an involuntary case under any bankruptcy law; or (G) taken any corporate or other action for the "Agreement" means, the Solar Power & Services purpose of effecting any of the foregoing; or Agreement. (ii) a proceeding or case has been commenced without "Applicable Law"means,with respect to any Person, any the application or consent of such Party in any court of constitutional provision, law, statute, rule, regulation, competent jurisdiction seeking (A) its liquidation, ordinance, treaty, order, decree, judgment, decision, reorganization, dissolution or winding-up or the certificate, holding, injunction, registration, license, composition or readjustment of debts or, (B) the franchise, permit, authorization, guideline, Governmental appointment of a trustee, receiver, custodian, liquidator Approval, consent or requirement of any Governmental or the like of such Party under any bankruptcy law, and Authority having jurisdiction over such Person or its such proceeding or case has continued undefended, or property, enforceable at law or in equity, including the any order,judgment or decree approving or ordering any interpretation and administration thereof by such of the foregoing shall be entered and continue unstayed Governmental Authority. and in effect for a period of sixty(60)days. "Assignment"has the meaning set forth in Section 13.1. GENERAL CONDITIONS v.19.0 Item 15. - Page 6 -688- "Business Day" means any day other than Saturday, the transaction. Fair Market Value of the System will be Sunday or any other day on which banking institutions in determined pursuant to Section 2.4. New York,NY are required or authorized by Applicable Law to be closed for business. "Financing Party" means, as applicable (i) any Person (or its agent) from whom Provider (or an Affiliate of "Commercial Operation Date" has the meaning set forth Provider) leases the System, or (ii) any Person (or its in Section 3.3(b). agent) who.has made or will make a loan to or otherwise provider financing to Provider (or an Affiliate of "Confidential Information" has the meaning set forth in Provider)with respect to the System. Section 15.L "Force Majeure Event" has the meaning set forth in "Covenants, Conditions and Restrictions" or "CCR" Section 10.1. means those requirements or limitations related to the Premises as may be set forth in a lease, if applicable, or "General Conditions" means these Terms and by any association or other organization, having the Conditions. authority to impose restrictions. "Governmental Approval" means any approval, consent, "Disruption Period" has the meaning set forth in franchise, permit, certificate, resolution, concession, Section 4.3(b). license, or authorization issued by or on behalf of any applicable Governmental Authority. "Early Termination Date" means any date on which the Agreement terminates other than by reason of expiration "Governmental Authority" means any federal, state, of the then applicable Term. regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, "Early Termination Fee" means the fee payable by bureau, or other administrative, regulatory or judicial Purchaser to Provider under the circumstances described body of any such government. in Section 2.2, Section 2.3, Section 4.3(a) or Section 11.2. "Host"means Purchaser. "Effective Date" has the meaning set forth in the Special "Indemnified Persons"means the Purchaser Indemnified Conditions. Parties or the Provider Indemnified Parties,as the context requires. "Environmental Attributes" shall mean, without limitation, carbon trading credits, renewable energy "Initial Term"has the meaning set forth in Section 2.1. credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable "Installation Work" means the construction and credits,or Green-e®products. installation of the System and the start-up, testing and acceptance (but not the operation and maintenance) "Estimated Remaining Pam" means as of any date, thereof,all performed by or for Provider at the Premises. the estimated remaining Solar Services Payments to be made through the end of the then-applicable Term, as "Invoice Date"has the meaning set forth in Section 6.2. reasonably determined by Provider. "kWh Rate" means the price per kWh set forth in "Estimated Annual Production"has the meaning set forth Schedule 2 of the Special Conditions. in Section 5.2. "Liens"has the meaning set forth in Section 7.1(e). "Expiration Date" means the date on which the Agreement tenninates by reason of expiration of the "Local Electric Utility" means the local electric Term. distribution owner and operator providing electric distribution and interconnection services to Purchaser at "Fair Market Value" means, with respect to any tangible the Premises. asset or service, the price that would be negotiated in an arm's-length, free market transaction, for cash, between "Losses" means all losses, liabilities, claims, demands, an informed, willing seller and an informed, willing suits, causes of action, judgments, awards, damages, buyer, neither of whom is under compulsion to complete cleanup and remedial obligations, interest, fines, fees, Page 2 of 19 _689- Item 15. © Pa"e 7 penalties, costs and expenses (including all attorneys' subsidies in Schedule 1 of the Special Conditions and all fees and other costs and expenses incurred in defending other solar or renewable energy subsidies and incentives. any such claims or other matters or in asserting or enforcing any indemnity obligation). "Solar Insolation" or "Insolation" means the amount of solar kWh per square meter falling on a particular "Option Price"has the meaning set forth in Section 2.3. location,as specified by Provider. "Party" or "Parties" has the meaning set forth in the "Solar Power Services & License Agreement"means the preamble to the Solar Power& Services Agreement. Solar Power Services and License Agreement(including the Schedules and Exhibits attached thereto) and these "Person" means an individual, partnership, corporation, General Conditions (including the Exhibits attached limited liability company, business trust, joint stock hereto)to the extent incorporated therein. company,trust,unincorporated association,joint venture, firm, or other entity,or a Governmental Authority. "Solar Services" means the supply of electrical energy output from the System and any associated reductions in "Premises" means the premises described in Schedule 1 Purchaser's peak demand from its Local Electric Utility. of the Special Conditions. For the avoidance of doubt,the Premises includes the entirety of any structures and "Solar Services Payment" has the meaning set forth in underlying real property located at the address described Section 6.1. in Schedule 1 of the Special Conditions. "Special Conditions" means the Solar Power and "Provider" has the meaning set forth in the Special Services Agreement,excluding these General Conditions. Conditions. "Stated Rate" means a rate per annum equal to the lesser "Provider Default" has the meaning set forth in of(a) the "prime rate" (as reported in The Wall Street Section 11.1(a). Journal)plus two percent(2%)and(b)the maximum rate allowed by Applicable Law. "Provider Indemnified Parties" has the meaning set forth in Section 16.2. "System" means the integrated assembly of photovoltaic panels, mounting assemblies, inverters, converters, "Purchase Date"means such Business Day that occurs on metering, lighting fixtures, transformers, ballasts, the date that is ninety one(91) days after each successive disconnects, combiners, switches, wiring devices and annual anniversary of the Commercial Operation Date, wiring, more specifically described in Schedule 1 of the provided, however, that no Purchase Date shall occur Special Conditions. prior to such date that is five (5) years and ninety one (91)days after the Commercial Operation Date. "System Operations" means the Provider's operation, maintenance and repair of the System performed in "Purchaser" has the meaning set forth in the Special accordance the requirements herein. Conditions. "Term"has the meaning set forth in Section 2.1. "Purchaser Default" has the meaning set forth in Section 11.2(a). "Transfer Time" has the meaning set forth in Section 4.3(a). "Purchaser Indemnified Parties" has the meaning set forth in Section 16.1. 1.2 Interpretation. The captions or headings in these General Conditions are strictly for "Representative" has the meaning set forth in convenience and shall not be considered in interpreting Section 15.1. the Agreement. Words in the Agreement that impart the singular connotation shall be interpreted as plural, and "Security Agreement" has the meaning set forth in words that impart the plural connotation shall be Section 8.2. interpreted as singular, as the identity of the parties or objects referred to may require. The words "include", "Solar Incentives" means any accelerated depreciation, "includes", and "including" mean include, includes, and installation or production-based incentives, investment including"without limitation"and"without limitation by tax credits and subsidies including, but not limited to, the specification." The words "hereof', "herein", and Page 19 Item 15. - Page 8 690 Version 19.0 "hereunder" and words of similar import refer to the written instructions delivered to Purchaser by Provider or Agreement as a whole and not to any particular provision Provider's Financing Party, as applicable, for payments of the Agreement. Except as the context otherwise under the Agreement. Upon execution of the documents indicates,all references to"Articles"and"Sections"refer and payment of the Option Price, in each case as to Articles and Sections of these General Conditions. described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and 2._ TERM AND TERMINATION. instead of any payments as described in Section 2.2 2.1 Term. The term of the Agreement shall hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the commence on the Effective Date and shall continue for provisions of the Agreement shall be applicable as if the twenty (20) years from the Commercial Operations Date purchaser had not exercised any option to purchase the ("Term"), unless and until terminated earlier pursuant to System. the provisions of the Agreement. . 2.2 Early Termination. Purchaser may 2.4 Determination of Fair Market Value. If the terminate the Agreement prior to any applicable Option Price indicated by Provider.in accordance with Section 2.3 is equal to the Fair Market Value (as Expiration Date for any reason upon sixty (60) days' determined by Provider) and Purchaser disputes such prior written notice. In such event, Purchaser shall pay, stated Fair Market Value within thirty(30)days of receipt as liquidated damages, the Early Termination Fee set of such notice from Provider, then the Parties shall forth on Schedule 3, Column 1 of the Special Conditions, mutually select an independent appraiser with experience and Provider shall cause the System to be disconnected and removed from the Premises. Upon Purchaser's and expertise in the solar photovoltaic industry. Such appraiser shall act reasonably and in good faith to payment to Provider of the Early Termination Fee, the determine Fair Market Value and shall set forth such Agreement shall terminate automatically. determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding 2.3 Purchase Option. On any Purchase upon the Parties in the absence of fraud or manifest error. Date, so long as a Purchaser Default shall not have The "Fair Market Value" shall be the sum of(i) the fair _ occurred and be continuing, Purchaser has the option to market value of the assets as a commercial entity for the purchase the System for a purchase price (the "Option remaining Term of the Agreement giving effect to all Price") equal to the greater of(a) the Fair Market Value rights and obligations under this Agreement plus (ii) the of the System as of the Purchase Date, or (b) the Early estimated fair market value of the System's components Termination Fee as of the Purchase Date, as specified in as salvage at the end of the Term minus the cost of the Schedule 3, Column 2 of the Special Conditions. To provider's obligation under Section 2.5 of this exercise its purchase option, Purchaser shall, not less Agreement; provided that in no event shall (i) minus (ii) than one hundred and eighty (90) days prior to the be less than zero. The fair market value shall be proposed Purchase Date, provide written notice to calculated based on expected cash flows and shall exclude Provider of Purchaser's intent to exercise its option to any unique "value in use" or"value in place." The costs purchase the System on such Purchase Date. Within of the appraisal shall be borne by Purchaser if such thirty(30)days of receipt of Purchaser's notice, Provider appraisal results in a value equal or greater than the value shall specify the Option Price, and Purchaser shall then provided by Provider pursuant to Section 2.3; otherwise, have a period of thirty (30) days after notification to the Parties shall equally shall such cost. confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market 2.5 Removal of System at Expiration. Value of the System, to dispute the determination of the Subject to Purchaser's exercise of its purchase option Fair Market Value of the System. In the event Purchaser under Section 2.3, upon the expiration or earlier confirms its exercise of the purchase option in writing to termination of the Agreement, Provider shall, at Provider (whether before or after any determination of provider's expense, remove all of its tangible property the Fair Market Value determined pursuant to comprising the System from the Premises on a mutually Section 2.4), (i) the Parties shall promptly execute all convenient date but in no case later than sixty (60) days documents necessary to (A) cause title to the System to after the Expiration Date. The Premises shall be returned pass to Purchaser on the Purchase Date, free and clear of to its original condition, except for System mounting any Liens, and (B) assign all vendor warranties for the pads or other support structures and ordinary wear and System to Purchaser, and (ii) Purchaser shall pay the tear. if the System is to be located on a roof, then in no Option Price to Provider on the Purchase Date, such case shall Provider's removal of the System affect the payment to be made in accordance with any previous integrity of Purchaser's roof,which shall be as leak proof Page 4 of 19 -691- Item 15. ® Page 9 as it was prior to removal of System(other than ordinary (f) There has been a material adverse wear and tear). For purposes of Provider's removal of change in the rights of Purchaser to occupy the Premises the System, Purchaser's covenants pursuant to Section or Provider to construct the System on the Premises. 7.2 shall remain in effect until the date of actual removal of the System. Provider shall leave the Premises in neat (g) Purchaser has not received evidence and clean order. If Provider fails to remove or reasonably satisfactory to it that interconnection services commence substantial efforts to remove the System by will be available with respect to energy generated by the such agreed upon date, Purchaser shall have the right, at System. its option, to remove the System to a public warehouse and restore the Premises to its original condition (other (h) Purchaser has determined that there are than System mounting pads or other support structures easements, CCRs or other liens or encumbrances that and ordinary wear and tear)at Provider's sole cost. would materially impair or prevent the installation, operation,maintenance or removal of the System. 2.6 Conditions of the Agreement Prior to Installation. In the event that any of the following events (i) There has been a material adverse or circumstances occur prior to the Commercial change in Purchaser's credit-worthiness. Operation Date, Provider may (at its sole discretion) terminate the Agreement, in which case neither Party 2.7 Conditions of the Agreement Prior to shall have any liability to the other except for any such Installation. In the event that any of the following events liabilities that may have accrued prior to such or circumstances occur prior to the Provider's termination: commencement of Installation Work, Purchaser may (at its sole discretion) terminate the Agreement, in which (a) The Provider determines that the case neither Party shall have any liability to the other Premises, as is, is insufficient to accommodate the except for any such liabilities that may have accrued System. prior to such termination: (b) There exist site conditions (including (a) The Provider determines that the environmental conditions) or construction requirements Premises, as is, is insufficient to accommodate the that were not known as of the Effective Date and that System. could reasonably be expected to materially increase the cost of Installation Work or would adversely affect the (b) There exist site conditions (including electricity production from the System as designed. environmental conditions) or construction requirements that were not known as of the Effective Date and that (c) There is a material adverse change in could reasonably be expected to materially increase the the regulatory environment, incentive program or federal cost of Installation Work or would adversely affect the or state tax code (including the expiration of any electricity production from the System as designed. incentive program or tax incentives in effect as of the Effective Date) that could reasonably be expected to (c) There is a material adverse change in adversely affect the economics of the installation for the regulatory environment, incentive program or federal Provider and its investors. or state tax code (including the expiration of any incentive program or tax incentives in effect as of the (d) Provider is unable to obtain financing Effective Date) that could reasonably be expected to for the System on terms and conditions satisfactory to it. adversely affect the economics of the installation for Purchaser and its investors. (e) Provider has not received a fully executed a release or acknowledgement from any (d) Purchaser has not received evidence mortgagee of the Premise, if required by Provider's reasonably satisfactory to it that interconnection services Financing Party, to establish the priority of its security will be available with respect to energy generated by the interest in the System, and (iii) such other documentation System. or as may be reasonably requested by Provider to evidence Purchaser's ability to meet its obligations under (e) If Provider has increased the Kwh Rate Section 7.2(d)(ii)to ensure that Provider will have access above the "maximum rate" set forth in Schedule 2 of the to the Premises throughout the Term. Special Conditions, as a consequence of interest rates in connection with Provider's financing of the System. Pa Item 15. e Page 10 s92 19 Vernon 19.0 4. SYSTEM OPERATIONS. 3. CONSTRUCTION,INSTALLATION AND 4.1 Provider as Owner and Operator. The TESTING OF SYSTEM. System will be owned by Provider or Provider's Financing Party and will be operated and maintained and, 3.1 Installation Work. Provider will cause as necessary, repaired by Provider at its sole cost and the System to be designed, engineered, installed and expense; provided, that any repair or maintenance costs constructed substantially in accordance with Schedule 1 incurred by Provider as a result Purchasers negligence or of the Special Conditions and Applicable Law. At its breach of its obligations hereunder shall be reimbursed request, Purchaser shall have the right to review all by Purchaser. construction plans and designs, including engineering 4.2 Metering. Provider shall install and evaluations of the impact of the System. Provider shall maintain a utility grade kilowatt-hour (kWh) meter for perform the Installation Work at the Premises between the measurement of electrical energy provided by the the hours of 7:30 a.m. and 8:00 p.m. in a manner that System and may, at its election, install a utility grade complies with Huntington Beach's noise ordinance and kilowatt-hour (kWh) meter for the measurement of minimizes inconvenience to and interference with the use electrical energy delivered by the Local Electric Utility of the Premises to the extent commercially practical. and consumed by Host at the Premises. 3.1.1 As-Built Drawings. Within 120 4.3 System Disruptions. days of the Commercial Operation Date,Provider shall deliver to Purchaser two(2)copies of the (a) Substitution of Premises. If, for final as-built drawings plus one copy on DVD. reasons other that Provider's breach of its obligations 3.2 Approvals; Permits. Purchaser shall hereunder, Provider ceases to have access rights to the reasonably assist Provider in obtaining all necessary Premises as necessary to operate the System prior to the approvals and permits including but not limited to those Expiration Date, then Purchaser shall either (i) provide related to the Local Electric Utility, any Governmental Provider with a mutually agreeable substitute premises in Authority, and any waivers, approvals or releases a location with similar Solar Insolation, or (ii) terminate required pursuant to any applicable CCR. the-Agreement pursuant to Section 2.2. Purchaser shall provide at least one hundred and eighty (90) days' written notice prior to the date on which it desires to 3.3 System Acceptance Testing effect such substitution. In connection with such substitution, Purchaser and Provider shall amend the (a) Provider shall conduct testing of the Agreement to specify the substitute premises. Purchaser System in accordance with such methods, acts, shall also provide any new owner, lessor, or mortgagee guidelines, standards and criteria reasonably accepted or consents or releases required by Provider's Financing followed by photovoltaic solar system integrators in the Party in connection with the substitute Premises. If United States. Purchaser is unable to obtain such consents and releases for a substitute Premises, the substitution shall not be (b) If the results of such testing indicate allowed and Purchaser shall terminate the Agreement that the System is capable of generating electric energy pursuant to Section 2.2. Purchaser shall pay all costs for four(4)continuous hours, using such instruments and associated with relocation of the System including all meters as have been installed for such purposes, and the costs and expenses incurred by or on behalf of Provider System has been approved for interconnected operation in connection with removal of the System from the by the Local Electric Utility, then Provider shall send a existing Premises and repair or maintenance of the written notice to Purchaser to that effect, and the date of Premises, if applicable, and installation and testing of the such notice shall be the"Commercial Operation Date." System at such substitute premises and all applicable interconnection fees and expenses at the substitute (c) If the construction site is not cleaned premises, as well as costs of new title search and other up and punch list items completed within 30 days out of pocket expenses connected to preserving and after the Commercial Operation Date, then refiling the security interest of Provider's Financing Party Purchaser may withhold 10% of invoiced in the System,Purchaser shall not pay for damage caused amounts until those items are completed. by Provider. Provider shall make commercially reasonable efforts to remove all of its tangible property comprising the System from the vacated Premises prior to the termination of Purchaser's rights to use such Page 6 of 19 -693- Item 15. - Page 11 Premises. Upon removal of the tangible property 5.2 Estimated Annual Production. The comprising the System from the Premises, the Premises annual estimate of Solar Services with respect to the shall be returned to its original condition, except for System for any given year as determined pursuant to this incidental hardware or other support structures and Section shall be the"Estimated Annual Production." The ordinary wear and tear. Provider to remove support Estimated Annual Production for each year of the Initial structures at City's reasonable request. If the System is Term is set as forth in Schedule 4 of the Special to be located on a roof, then in no case shall Provider's Conditions. removal of the System affect the integrity of the roof of the Premises, which shall be as leak proof as it was prior 5.3 Environmental Attributes and Solar to removal of System. In connection with any Incentives. Purchaser's purchase of Solar Services substitution of Premises, Purchaser shall continue to includes Environmental Attributes but not Solar make all payments for the Solar Services, and Purchaser Incentives. Purchaser shall own Environmental shall reimburse Provider for any lost revenue during any Attributes. Solar Incentives shall be owned by Provider transfer or construction time period (the "Transfer or Provider's Financing Party for the duration of the Time"), including any lost revenue associated with Solar System's operating life. Provider disclaims any right to Services Payments, any reduced Solar Incentives during Environmental Attributes based upon the installation of the Transfer Time. For the purpose of calculating Solar the System at the Premises, Each Party shall execute any Services Payments and lost revenue for such Transfer document or agreement reasonably necessary to fulfill Time, Solar Services shall be deemed to have been the intent of this Section 5.3. To avoid any conflicts produced at the average rate over the preceding twelve with fair trade rules regarding claims of solar or (12) months (or,if the substitution occurs within the first renewable energy use and to help ensure that twelve (12) months of operation, the average over such Environmental Attributes will be certified by Green-e® period of operation). or a similar organization, Provider, shall submit to City of Huntington Beach for approval any press releases (b) System Disruptions. In the event that regarding Provider's use of solar or renewable energy any act or omission of Purchaser or Purchaser's from the System and shall not submit for publication any employees, Affiliates, agents or subcontractors such releases without the prior written approval of (collectively, a"Purchaser Act")results in a disruption or Purchaser. Without limiting Purchaser's other rights outage in System production, then, in either case, hereunder, in the event that Provider breaches its Purchaser shall (i) pay Provider for all work required by obligations under this Section 5.3 and, as a result thereof, Provider to disassemble or move the System and (ii) the value of the Environmental Attributes generated by continue to make all payments for the Solar Services the System is reduced, Provider shall pay to Purchaser during such period of System disruption(the "Disruption the value of such reduction. Period"), and (iii) reimburse Provider for any other lost revenue during the Disruption Period, any reduced Solar 5.4 Title to System. Throughout the Incentives during the Disruption Period. For the purpose duration of the Agreement, Provider or Provider's of calculating Solar Services Payments and lost revenue Financing Party shall be the legal and beneficial owner of for such Disruption Period, Solar Services shall be the System at all times, and the System shall remain the deemed to have been produced at the average rate over personal property of Provider or Provider's Financing the preceding twelve (12) months (or, if the disruption Party and shall not attach to or be deemed a part of, or occurs within the first twelve (12) months of operation, fixture to, the Premises. The System shall at all times the average over such period of operation). retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. 5. DELIVERY OF SOLAR SERVICES. Purchaser covenants that it will use reasonable commercial efforts to place all parties having an interest 5.1 Purchase Requirement. Purchaser in or lien upon the real property comprising the Premises on notice of the ownership of the System and the legal agrees to purchase one hundred percent (100/o) of the status or classification of the System as personal Solar Services generated by the System up to 112% of property. If there is any mortgage or fixture filing the amount on Schedule 4, and made available by against the Premises which could reasonably be Provider to Purchaser during each relevant month of the construed as attaching to the System as a fixture of the Term. While the Solar Services are calculated and billed Premises, Purchaser shall provide, at Provider's request, on a per kWh basis as set forth in Schedule 2 of the a disclaimer or release from such lien holder. If Special Conditions, they represent a package of services Purchaser is the fee owner of the Premises, Purchaser and benefits, including reduction in the Purchaser's peak consents to the filing by Provider, on behalf of Purchaser, demand from the Local Electric Utility. of a disclaimer of the System as a fixture of the Premises Page 7 of 19 Item 15. o Page 12 -694- Version 19.0 in the office where real estate records are customarily and not subject to reduction, withholding, set-off, or filed in the jurisdiction of the Premises. If Purchaser is adjustment of any kind. not the fee owner, Purchaser will, at Provider's request, use commercially reasonable efforts to obtain such 6.5 Disputed Payments. If a bona fide consent from such owner. dispute arises with respect to any invoice,Purchaser shall not be deemed in default under the Agreement and the 6. PRICE AND PAYMENT. Parties shall not suspend the performance of their respective obligations hereunder, including payment of 6A Reimbursement of Purchaser's costs undisputed amounts owed hereunder. If an amount Provider shall reimburse the Purchaser a total of disputed by Purchaser is subsequently deemed to have $150,000. This amount is fixed and the Purchaser been due pursuant to the applicable invoice,interest shall assumes the risk that the actual costs may be higher. The accrue at the Stated Rate on such amount from the date reimbursement shall be paid in two installments, $75,000 becoming past due under such invoice until the date paid. within seven (7) days after signing the Agreement and $75,000 within seven (7) days after the Commercial 7. GENERAL COVENANTS. Operation Date. 7.1 Provider's Covenants. Provider 6.1 Consideration. Purchaser shall pay to covenants and agrees to the following: Provider a monthly payment (the "Solar Services Payment") for the Solar Services generated by the (a) Notice of Damage or Emergency. System during each calendar month of the Term equal to Provider shall (x) promptly notify Purchaser if it the product of (x) Actual Monthly Production for the becomes aware of any damage to or loss of the use of the System for the relevant month multiplied by(y)the kWh System or that could reasonably be expected to adversely Rate. In the event that Host is a municipality or other affect the System, (y) immediately notify Purchaser it Governmental Authority, if sufficient funds to provide becomes aware of any event or circumstance that poses for payment(s) owed by Purchaser under this Agreement an imminent risk to human health, the environment, the are not appropriated, the Purchaser may terminate this System or the Premises. Agreement upon notice in writing to Provider in accordance with the terms of Section 2.2, including, (b) System Condition. Provider shall take without limitation, the payment to Provider of the Early all actions reasonably necessary to ensure that the System Termination Fee. is capable of providing Solar Services at a commercially reasonable continuous rate. 6.2 Invoice. Provider shall invoice Purchaser on or about the first day of each month (each, (c) Governmental Approvals. While an "Invoice Date"), commencing on the first Invoice providing the Installation Work, Solar Services, and Date to occur after the Commercial Operation Date, for System Operations, Provider shall obtain and maintain the Solar Services Payment in respect of the immediately and secure all Governmental Approvals required to be preceding month. The last invoice shall include obtained and maintained and secured by Provider and to production only through the Expiration Date of this enable Provider to perform such obligations at Provider's Agreement. sole cost. 6.3 Time of Payment. Purchaser shall pay (d) Health and Safety. Provider shall take all undisputed amounts due hereunder within thirty (30) all necessary and reasonable safety precautions with days after the date of the applicable Invoice Date. respect to providing the Installation Work, Solar Services, and System Operations that shall comply with 6.4 Method of Pam. Purchaser shall all Applicable Laws pertaining to the health and safety of make all payments under the Agreement by electronic persons and real and personal property. funds transfer in immediately available funds to the account designated by Provider from time to time. All (e) Liens. Other than a Financing Party's payments that are not paid when due shall bear interest security interest in or ownership of the System, Provider accruing from the date becoming past due until paid in shall not directly or indirectly cause, create, incur, full at a rate equal to the Stated Rate. All payments made assume or suffer to exist any mortgage, pledge, lien hereunder shall be non-refundable, be made free and (including mechanics', labor or materialman's lien), clear of any tax, levy, assessment,duties or other charges charge, security interest, encumbrance or claim of any nature("Liens")on or with respect to the Premises or any Page 9 of 19 -695- Item 15. - Page 13 interest therein, in each case to the extent such Lien Section, it shall immediately notify Provider in writing, arises from or is related to Provider's performance or shall promptly cause such Lien to be discharged and non-performance of its obligations hereunder. If released of record without cost to Provider, and shall Provider breaches its obligations under this Section, it indemnify Provider against all costs and expenses shall (i)immediately notify Purchaser in writing, (ii) (including reasonable attorneys' fees and court costs at promptly cause such Lien to be discharged and released trial and on appeal) incurred in discharging and releasing of record without cost to Purchaser, and (iii) defend and such Lien. indemnify Purchaser against all costs and expenses (including reasonable attorneys' fees and court costs at (c) Consents and Approvals. Purchaser trial and on appeal) incurred in discharging and releasing shall ensure that any authorizations required of Purchaser such Lien. under this Agreement are provided in a timely manner. To the extent that only Purchaser is authorized to request, (f) Financing and City PropeM.In no obtain or issue any necessary approvals, permits, rebates circumstance will financing arrangements made by or other financial incentives, Purchaser shall cooperate Provider attach to Purchaser's land or property with Provider to obtain such approvals, permits, rebates including the land or property of Purchaser described or other financial incentives. in the Special Conditions. (d) [Intentionally Omitted.] (g) Facility Mechanic's Lien.—Removal of Liens. Purchaser shall not own the System and shall not (e) Temporary storage space during be responsible for any mechanics lien or stop notice installation or removal. Purchaser shall use placed or attempted to be placed on the System by commercially reasonable efforts to include in Special Provider's labor or material providers. Provider shall not Conditions and Site License agreement for-sufficient cause or permit any liens or stop notices to attach or to be space at the Premises for the temporary storage and placed upon or encumber the Property arising from or staging of tools, materials and equipment and for the resulting out of any improvements,alterations or other parking of construction crew vehicles and temporary work performed by Provider. If any such lien attaches, construction trailers and facilities reasonably necessary Provider agrees to cause the lien to be removed within ten during the Installation Work, System Operations or (10)days of notification thereof by posting a bond, System removal, and access for rigging and material payment of the lien or otherwise. If Provider fails to handling. remove the lien within such time period,in addition to its other remedies under this Agreement,Purchaser may (f) Sunlight Easements. Purchaser will undertake to cause such lien to be removed and charge to take all reasonable actions as necessary to prevent other Provider any costs and expenses incurred in connection buildings, structures or flora from overshadowing or with the removal of said lien. Provider agrees to defend otherwise blocking access of sunlight to the System. and indemnify Purchaser against all costs and expenses (including reasonable attorneys' fees and court costs at g. REPRESENTATIONS&WARRANTIES. trial and on appeal)incurred in discharging and releasing any such lien. 8.1 Representations and Warranties 7.2 Purchaser's Covenants. Purchaser covenants Relating to Agreement Validity. In addition to any other and agrees as follows: representations and warranties contained in the Agreement, each Party represents and warrants to the (a) Notice of Damage or Emergeney. other as of the Effective Date that: Purchaser shall (x) promptly notify Provider if it (a) it is duly organized and validly existing becomes aware of any damage to or loss of the use of the and in good standing in the jurisdiction of its System or that could reasonably be expected to adversely affect the System, (y) immediately notify Provider it organization; becomes aware of any event or circumstance that poses (b) it has the full right and authority to an imminent risk to human health, the environment, the System or the Premises. enter into, execute, deliver, and perform its obligations under the Agreement; (b) Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist (c) it has taken all requisite corporate or any Liens on or with respect to the System or any interest other action to approve the execution, delivery, and therein. If Purchaser breaches its obligations under this performance of the Agreement; Pa Item 15. - Page 14 -69s 19 Version 19.0 (d) the Agreement constitutes its legal, TO PURCHASER PURSUANT TO THIS valid and binding obligation enforceable against such AGREEMENT SHALL BE "AS-IS WHERE-IS." NO Party in accordance with its terms, except as may be OTHER WARRANTY TO PURCHASER OR ANY limited by applicable bankruptcy, insolvency, OTHER PERSON, WHETHER EXPRESS, IMPLIED reorganization, moratorium, and other similar laws now OR STATUTORY, IS MADE AS TO THE or hereafter in effect relating to creditors' rights INSTALLATION, DESIGN, DESCRIPTION, generally; QUALITY, MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, (e) there is no litigation,action,proceeding OR FITNESS FOR ANY PARTICULAR PURPOSE OF or investigation pending or, to the best of its knowledge, THE SYSTEM, THE SOLAR SERVICES OR ANY threatened before any court or other Governmental OTHER SERVICE PROVIDED HEREUNDER OR Authority by, against, affecting or involving any of its DESCRIBED HEREIN, OR AS TO ANY OTHER business or assets that could reasonably be expected to MATTER, ALL OF WHICH ARE EXPRESSLY adversely affect its ability to cant' out the transactions DISCLAIMED BY PROVIDER. contemplated herein; and (f) its execution and performance of the 9. TAXES AND GOVERNMENTAL FEES. Agreement and the transactions contemplated hereby do 9.1 Purchaser Obligations. Purchaser shall not constitute a breach of any term or provision of, or a reimburse and pay for any documented taxes, fees or default under,(i)any contract or agreement to which it or charges imposed or authorized by any Governmental any of its Affiliates is a party or by which it or any of its Authority and paid by Provider due to Provider's sale of Affiliates or its or their property is bound, (ii) its organizational documents,or(iii)any Applicable Laws. the Solar Services to Purchaser (other than income taxes imposed upon Provider). Provider shall notify Purchaser 8.2 Representations Regarding_ Security in writing with a detailed statement of such amounts, Interest. Purchaser has been advised that part of the Which shall be invoiced by Provider and payable by collateral securing the financial arrangements for the Purchaser. Purchaser shall timely report, make filings System may be the granting of a first priority perfected for, and pay any and all sales,use, income,gross receipts security interest(the "Security Interest") in the System to or other taxes, and any and all franchise fees or similar a Financing Party. In connection therewith, Purchaser fees assessed against it due to its purchase of the Solar represents and warrants as follows: Services. This Section 9.1 excludes taxes specified in Section 9.2. (a) To Purchaser's knowledge, the 9.2 Provider Obligations. Subject to granting of the Security Interest will not violate any term Section 9.1 above, Provider shall be responsible for all or condition of any covenant, restriction, lien, financing income, gross receipts, ad valorem, personal property or agreement,or security agreement affecting the Premises. real property or other similar taxes and any and all (b) Purchaser is aware of no existing lease, franchise fees or similar fees assessed against it due to its mortgage, security interest or other interest in or lien ownership of the System. Provider shall not be obligated upon the Premises that could attach to the System as an for any taxes payable by or assessed against Purchaser interest adverse to Provider's Financing Party's Security based on or related to Purchaser's overall income or Interest therein. revenues. (c) To Purchaser's knowledge, there exists 10. FORCE MAJEURE. no event or condition which constitutes a default, or would, with the giving of notice or lapse of time, 10.1 Definition. "Force Majeure Event" constitute a default under this Agreement. means any act or event that prevents the affected Party from performing its obligations in accordance with the Any Financing Party shall be an intended third-party Agreement, if such act or event is beyond the reasonable beneficiary of this Section 8.2. control, and not the result of the fault or negligence, of the affected Party and such Party had been unable to 8.3 EXCLUSION OF WARRANTIES. overcome such act or event with the exercise of due EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS diligence (including the expenditure of reasonable sums). 3.1, 4.1, AND 7.1 AND THIS SECTION 8, THE Subject to the foregoing conditions, "Force Majeure INSTALLATION WORK, SYSTEM OPERATIONS, Event" shall include without limitation the following acts AND SOLAR SERVICES PROVIDED BY PROVIDER or events: (i) natural phenomena, such as storms, Page 10 of 19 -697- Item 15. - Page 15 hurricanes, floods, lightning, volcanic eruptions and Event, neither Party shall have any liability to the other earthquakes; (ii) explosions or fires arising from (other than any such liabilities that have accrued prior to lightning or other causes unrelated to the acts or such termination), and the provisions of Section 2.2 omissions of the Party seeking to be excused from (Early Termination)shall be inapplicable. performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, 11. DEFAULT. terrorist acts, or rebellion; (iv) strikes or labor disputes (except strikes or labor disputes caused solely by employees of the Provider or as a result of such party's 11.1 Provider Defaults and Purchaser Remedies. failure to comply with a collective bargaining agreement); (v) action by a Governmental Authority, including a moratorium on any activities related to the (a) Provider Defaults. The following Agreement; and (vi) the inability for one of the Parties, events shall be defaults with respect to Provider(each, a despite its reasonable efforts, to obtain, in a timely "Provider Default"): manner, any Governmental Approval necessary to enable the affected Party to fulfill its obligations in accordance (i) A Bankruptcy Event shall with the Agreement, provided that the delay or non- have occurred with respect to Provider; obtaining of such Governmental Approval is not attributable to the Party in question and that such Party (ii) Provider fails to pay Purchaser has exercised its reasonable efforts to obtain such Permit. any undisputed amount owed under the Agreement A Force Majeure Event shall not be based on the within thirty (30) days from receipt of notice from economic hardship of either Party. Purchaser of such past due amount; and 10.2 Excused Performance. Except as (iii) Provider breaches any otherwise specifically provided in the Agreement,neither material term of the Agreement and (A) if such breach Party shall be considered in breach of the Agreement or can be cured within thirty (30) days after Purchaser's liable for any delay or failure to comply with the written notice of such breach and Provider fails to so Agreement (other than the failure to pay amounts due cure, or (B) Provider fails to commence and pursue a hereunder), if and to the extent that such delay or failure cure within such thirty (30) day period if a longer cure is attributable to the occurrence of a Force Majeure period is needed. Event; provided that the Party claiming relief under this Section 10 shall immediately (i)notify the other Party in (b) Purchaser's Remedies. If a Provider writing of the existence of the Force Majeure Event, (ii) Default described in Section 11.1(a) has occurred and is exercise all reasonable efforts necessary to minimize continuing, in addition to other remedies expressly delay caused by such Force Majeure Event, (iii) notify provided herein, and subject to Section 12, Purchaser the other Party in writing of the cessation or termination may terminate the Agreement and exercise any other of said Force Majeure Event and (iv) resume remedy it may have at law or equity or under the performance of its obligations hereunder as soon as Agreement. practicable thereafter; provided, however, that Purchaser shall not be excused from making any payments and (c) No Early Termination Fee. Section 2.2 paying any unpaid amounts due in respect of Solar of the Agreement shall not apply to any termination of Services delivered to Purchaser prior to the Force the Agreement by Purchaser pursuant to this Majeure Event performance interruption. Section 11.1. 10.3 Termination in Consequence of Force 11.2 Purchaser Defaults and Provider's Majeure Event. If a Force Majeure Event shall have Remedies. occurred that has affected Provider's performance of its obligations hereunder and that has continued for a (a) Purchaser Default. The following continuous period of one hundred eighty(180)days, then events shall be defaults with respect to Purchaser(each, a Purchaser shall be entitled to terminate the Agreement "Purchaser Default"): upon ninety (90) days' prior written notice to Provider. The obligation in Section 2.5 to remove and restore the (i) A Bankruptcy Event shall site survives termination of the Agreement. If at the end have occurred with respect to Purchaser; of such ninety(90) day period such Force Majeure Event shall still continue, the Agreement shall automatically (ii) Purchaser breaches any terminate. Upon such termination for a Force Majeure material term of the Agreement if(A) such breach can be Item A Pa.Q,e 1 1 of 19 tem 15. - Page 16 -698- Version 19.0 cured within thirty (30) days after Provider's notice of intended third-party beneficiary of this Section 13.1. such breach and Purchaser fails to so cure, or (B) Any assignment by Provider without any required prior Purchaser fails to commence and pursue said cure within written consent of Provider shall not release Purchaser of such thirty (30) day period if a longer cure period is its obligations hereunder. needed;and 13.2. Acknowledgment of Collateral (iii) Purchaser fails to pay Provider Assignment. In the event that Provider identifies a any undisputed amount due Provider under the secured Financing Party in Schedule 5 of the Special Agreement within thirty (30) days from receipt of notice Conditions, or in a subsequent notice to Purchaser, then from Provider of such past due amount. Purchaser hereby: (b) Provider's Remedies. If a Purchaser (a) acknowledges the collateral assignment Default described in Sections 11.2(a)has occurred and is by Provider to the Financing Party, of Provider's right, continuing, in additional to other remedies expressly title and interest in, to and under the Agreement, as provided herein, and subject to Section 12, Provider may consented to under Section 13.1 of the Agreement. terminate this Agreement and upon such termination,(A) Provider shall be entitled to receive from Purchaser the (b) acknowledges that the Financing Party Early Termination Fee pursuant to Section 2.2, and (B) as such collateral assignee shall be entitled to exercise Provider may exercise any other remedy it may have at any and all rights of lenders generally with respect to the law or equity or under the Agreement. Provider's interests in this Agreement. 11.3 Removal of System. Upon any (c) acknowledges that it has been advised termination of the Agreement pursuant to this Section 11, that Provider has granted a first priority perfected Provider will remove the System pursuant to Section 2.5 security interest in the System to the Financing Party and hereof, absent any purchase of the System by Purchaser that the Financing Party has relied upon the pursuant to Section 2.2 hereof. characterization of the System as personal property, as agreed in this Agreement in accepting such security 12. LIMITATIONS OF LIABILITY. interest as collateral for its financing of the System. 12.1 Except as expressly provided herein, Any Financing Party shall be an intended third- neither Party shall be liable to the other Party or its Party beneficiary of this Section 13.2. Indemnified Persons for any special,punitive,exemplary, 13.3 Assignment by Purchaser. Purchaser indirect,or consequential damages, losses or damages for shall not assign the Agreement or any interest therein, lost revenue or lost profits, whether foreseeable or not, arising out of,or in connection with the Agreement. without Provider's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment by Purchaser without the prior 13. ASSIGNMENT. written consent of Provider shall not release Purchaser of its obligations hereunder. 13.1 Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an 13.4 Notice of System Transfer. "Assignment') the Agreement or any interest therein, Provider shall notify Purchaser in writing of any without the prior written consent of Purchaser, which change in ownership of the System. shall not be unreasonably withheld for qualified assignees with a minimum D&B rating of 3A2, conditioned or delayed; provided, however, that, without 14. NOTICES. the prior consent of Purchaser, Provider may (i) assign this Agreement to an Affiliate of Provider; (ii) assign this 14.I Notice Addresses. Unless otherwise provided in the Agreement, all notices and Agreement as collateral security in connection with any financing of the System (including, without limitation, communications concerning the Agreement shall be in Writing and addressed to the other Party (or Financing pursuant to asale-leaseback transaction). In the event that Provider identifies such secured Financing Party in Party, as the case may be) at the addresses set forth in Schedule 5 of the Special Conditions, or in a subsequent Schedule 5 of the Special Conditions, or at such other n address as may be designated in writing to the other Party notice to Purchaser,then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms from time to time. and Conditions. Any Financing Party shall be an Page 12 of 19 -699- Item 15. - Page 17 14.2 Notice. Unless otherwise provided by any entity to whom that Party improperly discloses herein, any notice provided for in the Agreement shall be Confidential Information. The terms of the Agreement hand delivered, sent by registered or certified U.S. Mail, (but not its execution or existence) shall be considered postage prepaid, or by commercial overnight delivery Confidential Information for purposes of this Article, service, or transmitted by facsimile and shall be deemed except as set forth in Section 15.3. All Confidential delivered to the addressee or its office when received at Information shall remain the property of the disclosing the address for notice specified above when hand Party and shall be returned to the disclosing Party or delivered, upon confirmation of sending when sent by destroyed after the receiving Party's need for it has facsimile (if sent during normal business hours or the expired or upon the request of the disclosing Party. next Business Day if sent at any other time), on the Confidential Information must be clearly labeled and Business Day after being sent when sent by overnight only extends to bona fide Confidential Information. delivery service (Saturdays, Sundays and legal holidays excluded), or five (5) Business Days after deposit in the 15.2 Permitted Disclosures. mail when sent by U.S. mail. Notwithstanding any other provision herein,neither Party shall be required to hold confidential any information 14.3 Address for Invoices. All invoices that: under the Agreement shall be sent to the address provided by Purchaser. Invoices shall be sent by regular (a) becomes publicly available other than first class mail postage prepaid. through the receiving Party; 15. CONFIDENTIALITY. (b) is required to be disclosed by a Governmental Authority, under Applicable Law or 15.1 Confidentiality Obligation. If either pursuant to a validly issued subpoena or required filing, Party provides confidential information, including but a receiving Party subject to any such requirement business plans, strategies, financial information, shall promptly notify the disclosing Party of such requirement; proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information (c) is independently developed by the regarding the financing, design, operation and receiving Party;or maintenance of the System or of Purchaser's business ("Confidential Information") to the other or, if in the (d) becomes available to the receiving course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information Party without restriction from a third party under no regarding the facilities or plans of the other,the receiving obligation of confidentiality. Party shall (a) protect the Confidential Information from 15.3 Goodwill and Publicity. Neither Party disclosure to third parties with the same degree of care accorded its own confidential and proprietary shall use the name, trade name, service mark, or information, and (b)refrain from using such Confidential trademark of the other Party in any promotional or Information, except in the negotiation and performance advertising material without the prior written consent of of the Agreement. Notwithstanding the above, a Party such other Party. The Parties shall coordinate and may provide such Confidential Information to its cooperate with each other when making public officers, directors, members, managers, employees, announcements related to the execution and existence of agents, contractors and consultants, and Affiliates, the Agreement, and each Party shall have the right to lenders, and potential assignees of the Agreement or promptly review, continent upon, and approve any acquirers of Provider or its Affiliates (provided and on publicity materials, press releases, or other public condition that such potential assignees be bound by a statements by the other Party that refer to, or that written agreement restricting use and disclosure of describe any aspect of, the Agreement; provided that no Confidential Information) (collectively, such publicity releases or other public statements(except "Representatives"), in each case whose access is for filings or other statements or releases as may be reasonably necessary. Each such recipient of required by Applicable Law) shall be made by either Confidential Information shall be informed by the Party Party without the prior written consent of the other Party. disclosing Confidential Information of its confidential At no time will either Party acquire any rights nature and shall be directed to treat such information whatsoever to any trademark, trade name, service mark, confidentially and shall agree to abide by these logo or other intellectual property right belonging to the provisions. In any event, each Party shall be liable (with other Party. Notwithstanding the foregoing, Purchaser respect to the other Party)for any breach of this provision agrees that Provider may, at its sole discretion, take photographs of the installation process of the System Pa Item 15. - Page 18 page 19 Version 19.0 and/or the completed System, and Provider shall be Indemnified Parties") from and against any and all permitted to use such images (regardless of media) in its Losses incurred by the Provider Indemnified Parties to marketing efforts, including but not limited to use in the extent arising from or out of any claim for or arising brochures, advertisements, websites and news outlet or out of any injury to or death of any Person or loss or press release articles. The images shall not include any damage to property of any Person to the extent arising identifying information without Purchaser permission out of Purchaser's negligence or willful misconduct. and the installation site shall not be disclosed beyond the Purchaser shall not,however,be required to reimburse or type of establishment (such as "Retail Store," indemnify any Provider Indemnified Party for any Loss "Distribution Center," or such other general terms), the to the extent such Loss is due to the negligence or willful city and state. misconduct of any Provider Indemnified Party. 15.4 Enforcement of Confidentiality 17. INSURANCE. Obligation. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Article by the receiving Party or its Representatives or 17A. INSURANCE AND INDEMNITY other _Person to whom the receiving Party discloses Confidential Information of the disclosing Party and that General. Prior to Provider's access to the licensed area of the Premises,Provider at its the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in sole cost and expense,shall insure its activities the event of any breach of the provisions of this Article. in connection with this Agreement and obtain, To the fullest extent permitted by Applicable Law, such keep in force and maintain the insurance as set remedies shall not be deemed to be the exclusive forth in the Special Conditions.than Two remedies for a breach of this Article, but shall be in Million Dollars($2,000,000.)per occurrence. addition to all other remedies available at law or in equity. 18. MISCELLANEOUS. 16. INDEMNITY. 18.1 Inteizration; Exhibits. The Agreement, together with the Exhibits and Schedules attached thereto 16.1 Provider's Indemnity. Subject to and hereto, constitute the entire agreement and Section 12, Provider agrees that it shall indemnify and understanding between Provider and Purchaser with hold harmless Purchaser, its permitted successors and respect to the subject matter thereof and supersedes all assigns and their respective directors, officers, members, prior agreements relating to the subject matter hereof, shareholders and employees (collectively, the "Purchaser which are of no further force or effect. The Exhibits and Indemnified Parties") from and against any and all Schedules attached thereto and hereto are integral parts Losses incurred by the Purchaser Indemnified Parties to hereof and are made a part of the Agreement by the extent arising from or out of the following: (a) any reference. In the event of a conflict between the claim for or arising out of any injury to or death of any provisions of these General Conditions and any Person or loss or damage to property of any Person to the applicable Special Conditions, the provisions of the extent arising out of Provider's negligence or willful Special Conditions shall prevail. misconduct or (b) any infringement of patents or the improper use of other proprietary rights by Provider or its 18.2 Amendments. This Agreement may employees or representatives that may occur in only be amended, modified or supplemented by an connection with the performance of the Installation instrument in writing executed by duly authorized Work, System Operations or Solar Services and the representatives of Provider and Purchaser. ownership and use of the System. Provider shall not, however, be required to reimburse or indemnify any 18.3 Industry Standards. Except as Purchaser Indemnified Party for any Loss to the extent otherwise set forth herein, for the purpose of the such Loss is due to the negligence or willful misconduct Agreement the normal standards of performance within of any Purchaser Indemnified Party. the solar photovoltaic power generation industry in the relevant market shall be the measure of whether a Party's 16.2 Purchaser's Indemnity. Subject to performance is reasonable and timely. Unless expressly Section 12, Purchaser agrees that it shall indemnify and defined herein, words having well-known technical or hold harmless Provider, its permitted successors and trade meanings shall be so construed. assigns and their respective directors, officers, members, shareholders and employees (collectively, the "Provider Page 14 of 19 -701- Item 15. - Page 19 18.4 Cumulative Remedies. Except as set contractors or independent parties and shall discharge forth to the contrary herein, any right or remedy of their contractual obligations at their own risk. Provider or Purchaser shall be cumulative and without prejudice to any other right or remedy,whether contained 18.10 Successors and Assigns. This herein or not. Agreement and the rights and obligations under the Agreement shall be binding upon and shall inure to the 18.5 [Intentionally Omitted.] benefit of Provider and Purchaser and their respective successors and permitted assigns. 18.6 Limited Effect of Waiver. The failure of Provider or Purchaser to enforce any of the provisions 18.11 Counterparts. This Agreement may be of the Agreement, or the waiver thereof, shall not be executed in one or more counterparts, all of which taken construed as a general waiver or relinquishment on its together shall constitute one and the same instrument part of any such provision,in any other instance or of any other provision in any instance. 18.12 Facsimile Delivery. This Agreement may be duly executed and delivered by a Party by 18.6 Survival. The obligations under execution and facsimile or electronic, "pdf' delivery of Sections 2.2 (Early Termination), 2.5 (Removal of the signature page of a counterpart to the other Party. System), Section 7.1(d) (Provider Covenant), Sections 7.2(d), (e), (0 and(g)(Purchaser Covenants), Section 8.3 (Remainder ofpage intentionally left blank.) (Exclusion of Warranties), Article 9 (Taxes and Governmental Fees), Article 12 (Limitation of Liability), Article 14 (Notices), Article 15 (Confidentiality), Article 18 (Miscellaneous), or pursuant to other provisions of this Agreement that, by their -sense and context, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement for any reason. 18.7 Government Law. This Agreement shall be governed by tand construed in accordance with the laws of the State of California. 18.8 Severability. If any term, covenant or condition in the Agreement shall, to any extent, be invalid or unenforceable in any respect under Applicable Law, the remainder of the Agreement shall not be affected thereby, and each term, covenant or condition of the Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law and, if appropriate, such invalid or unenforceable provision shall be modified or replaced to give effect to the underlying intent of the Parties and to the intended economic benefits of the Parties. 18.9 Relation of the Parties. The relationship between Provider and Purchaser shall not be that of partners, agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes. Provider and Purchaser, in performing any of their obligations hereunder, shall be independent Page 15 Item 15. - rage 20 -7f 19 02 Version 19.0 These General Terms and Conditions are witnessed and acknowledged by SunEdison and Party B below. For the avoidance of doubt, neither SunEdison nor Party B shall have any obligations or liability resulting from its witnessing and acknowledging these General Terms and Conditions. "SUNEDISON": SUNEDISON ORIGINATION_, LLC By: Name: Title: Date: "PARTY B": By: Name: Title: Date: Page 16 of 19 -703- Item 15. - Page 21 Exhibit A of General Conditions Intentionally Left Blank 1326562v2 Item 15. - Page 22 -704- Exhibit B of General Conditions Certain Agreements for the Benefit of the Financing Parties Purchaser acknowledges that Provider will be financing the installation of the System either through a lessor, lender or with financing accommodations from one or more financial institutions and that the Provider may sell or assign the System and/or may secure the Provider's obligations by, among other collateral, a pledge or collateral assignment of this Agreement and a first security interest in the System. In order to facilitate such necessary sale, conveyance, or financing, and with respect to any such financial institutions of which Provider has notified Purchaser in writing Purchaser agrees as follows: (a) Consent to Collateral Assi ng ment. Purchaser consents to either the sale or conveyance to a lessor or the collateral assignment by Provider to the a lender that has provided financing of the System, of the Provider's right,title and interest in and to this Agreement. (b) Notices of Default. Purchaser will deliver to the Financing Party,concurrently with delivery thereof to Provider, a copy of each notice of default given by Purchaser under the Agreement, inclusive of a reasonable description of Provider default. No such notice will be effective absent delivery to the Financing Party. Purchaser will not mutually agree with Provider to terminate the Agreement without the written consent of the Financing Party. (c) Ri hg is Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The Financing Party,as collateral assignee,shall be entitled to exercise,in the place and stead of Provider,any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement and only in the event of Provider's or Host's default.the Financing Party shall also be entitled to exercise all rights and remedies of secured parties as provided in this Agreement and the System. ii. The Financing Party shall have the right,but not the obligation,to pay all sums due under this Agreement and to perform any other act,duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Provider under this Agreement or(unless the Financing Party has succeeded to Provider's interests under this Agreement)to perform any act,duty or obligation of Provider under this Agreement,but Purchaser hereby gives it the option to do so. Upon the exercise of remedies under its security interest in the System,including any sale thereof by the Financing Party,whether by judicial proceeding or under any power of sale contained therein,or any conveyance from Provider to the Financing Party(or any assignee of the Financing Party)in lieu thereof,the Financing Party shall give notice to Host of the transferee or assignee of this Agreement.Any such exercise of remedies shall not constitute a default under this Agreement. The Financing Party shall not sell the System and transfer the Agreement to a third party unless such third party has agreed to cure the defaults under the Agreement. iii. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code,at the request of the Financing Party made within ninety(90)days of such termination or rejection,Host shall enter into a new agreement with the Financing Party or its assignee having the same terms and conditions as this Agreement. (d) Riizht to Cure. i. Purchaser will not exercise any right to terminate or suspend this Agreement unless it shall have given the Financing Party prior written notice by sending notice to the Financing Party(at the address provided by Provider) of its intent to terminate or suspend this Agreement,specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within thirty(30)days after such notice or(if longer)the periods provided for in this Agreement. The 1326562v2 -705- Item 15. - Page 23 Parties respective obligations will otherwise remain in effect during any cure period;provided that if such Provider default reasonably cannot be cured by the Financing Party within such period and the Financing Party commences and continuously pursues cure of such default within such period,such period for cure will be extended for a reasonable period of time under the circumstances,such period not to exceed additional ninety(90)days. ii. If the Financing Party(including any purchaser or transferee),pursuant to an exercise of remedies by the Financing Party,shall acquire title to or control of Provider's assets and shall,within the time periods described in Sub-section(c)(i). above,cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity,then such person or entity shall no longer be in default under this Agreement,and this Agreement shall continue in full force and effect. 1326562v2 Item 15. - Page 24 -706- ATTACHMENT #2 -707- Item 15. - Page 25 SOLAR POWER SERVICES & SITE LICENSE AGREEMENT site) This Solar Power Services & Site License Agreement ("Agreement") is entered into on, between SunEdison Originationl, LLC, a Delaware limited liability company ("Provider" or "Licensee"), and City of Huntington Beach, a municipal corporation organized and existing under the laws of the state of California ("Purchaser" or "Licensor"); and, together with Provider, each, a"Party" and together, the "Parties"). WITNESSETH: WHEREAS, Purchaser, as Licensor, is the owner of property located in the City of , County of , California ("Property", as hereafter described in more detail); WHEREAS, Licensor desires to implement systems which will help control energy consumption and costs on the Property; WHEREAS, Provider, asLicensee, desires to lease a portion of the Property ("Premises") from Licensor in order to construct, install, maintain and operate a solar photovoltaic system on the Premises for the purpose of providing Solar Services (as hereafter defined), and Licensor desires to permit such installation, maintenance and operation on the terms and conditions herein contained; WHEREAS, Provider and Purchaser acknowledged those certain General Terms and Conditions of the Solar Power Services Agreement dated as of October , 2010("General Conditions"), which are incorporated by reference as set forth herein; and WHEREAS, the terms and conditions of this Agreement, excluding the General Conditions, constitute "Special Conditions"referred to in the General Conditions. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation and Subordination of General Conditions. The General Conditions are incorporated herein as if set forth in their entirety. In the event of a conflict between a term or condition contained in the General Conditions and a term or condition contained in the Special Conditions, the Special Condition shall prevail. 2. Premises. Licensor licenses to Licensee and Licensee licenses from Licensor that portion of the Property as described and depicted on Schedule 1 ("Premises"), including a non-exclusive right- of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Licensee and as mutually agreed upon by the Parties. The right and permission of Licensee is revocable only as set forth herein. for the Term and each Renewal Term and is subordinate to the prior and paramount right of Licensor to use the Property in its entirety for public purposes to which now it is and may, at the option of Licensor, be devoted. Licensee undertakes and agrees to use the Property and to exercise this license at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Property by Licenso, including . Notwithstanding the foregoing, Licensor agrees to us good faith efforts to 00203.00005/16761 1.1 - I - Item 15. - Page 26 -708- carry out its public purposes in a manner that will, whenever feasible, continue to accommodate Licensee's use of the Property as set forth herein. Term. The Term of this Agreement is as defined in Section 2.1 of the General Conditions and repeated here for convenience. The initial term shall commence on the Effective Date and continue for twenty(20) years from the Commercial Operation Date unless and until terminated earlier pursuant to the provisions of this Agreement. 4. Access to Premises. Licensor grants Licensee access to the Premises and the System during the Term and for so long as needed after expiration or earlier termination to remove the System. Licensee will give Licensor reasonable written or telephonic notice before any entry onto the Premises by Licensee's employees, agents or contractors. Licensor will not interfere with or handle any Licensee equipment or the System without written authorization from Licensee; provided, however, that Licensor shall at all times have access to and the right to observe the Installation Work or System removal. 5. Delivery of Premises. Prior to Licensee's installation of the System, Licensee shall have inspected the Premises and satisfied itself that the Premises are in a condition ready for Licensee's installation of the System. Licensor shall use reasonable efforts to locate space at the Premises for the temporary storage and staging of tools, materials and equipment. Licensor does not guarantee space for parking of construction crew vehicles and temporary construction trailers,but will cooperate with Licensee in locating parking close to the Premises. 6. Use. 6.1 Licensee shall use the Premises for the sole purpose of installation, construction, operation, maintenance, repair and removal of the System and associated actions and for no other purpose without the rior written consent of Licensor, which consent shall not be unreasonably withheld. 6.2 Compliance with Law. Licensee shall, at Licensee's sole cost and expense, comply with all statutes, ordinances and regulations of all governmental entities (federal, state, county and municipal), relating to Licensee's use and occupancy of the Premises, whether those statutes, ordinances and regulations are now in force or are subsequently enacted. If any license, permit or other governmental authorization is required for the lawful use or occupancy of the Premises, Licensee shall procure and maintain it, at Licensee's sole cost and expense, throughout the Term. 7. Installation and Removal of System. 7.1 Licensee shall construct and install the System on the Premises pursuant to Section 3 of the General Conditions. Licensee shall remove the System from the Premises upon the expiration or earlier termination of the Term pursuant to Section 2.5 of the General Conditions. 7.2 Licensor shall continue its standard security measures for the Property, which Licensee acknowledges may not be sufficient for protection of damage or losses to the System caused by criminal acts of third parties (including graffiti). Licensor shall not be liable in any way for such damage or losses. Licensee shall, at Licensee's cost, obtain insurance coverage to the extent Licensee desires protection against such criminal acts. 8. Maintenance. At all times during the Term, Licensee shall, at Licensee's own cost and expense, keep and maintain the System on the Premises in a first-class condition, in good order and repair and in a safe and 'ean condition, including any graffiti removal. -2- -7o9- Item 15. - Page 27 9. Hazardous Materials. 9.1 Compliance. During the Term, Licensee, at its sole cost, shall comply with all federal, state and local laws, statutes, ordinances, codes, regulations and orders relating to the receipt, handling, use, storage; transportation, generation, discharge, release and disposal of Hazardous Material (as defined below) on the Premises. Licensee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Licensee or Licensee's employees, contractors or subcontractors in a manner or for a purpose prohibited by any federal, state or local agency or authority. 9.2 Notice. Licensee shall immediately provide Licensor with telephonic notice, which shall promptly be confirmed by written notice, of any and all spillage, discharge, release and disposal of Hazardous Material onto or within the Premises which by law must be reported to any federal, state or local agency, and any injuries or damages resulting directly or indirectly therefrom. In addition, Licensee shall indemnify and hold Licensor harmless from any such spill or discharge as set forth herein to the extent caused by Licensee or its agents or contractors. 10. Indemnity and Insurance. Section 10.1 Indemnification, Defense, Hold Harmless (a) Licensee hereby agrees to protect, defend, indemnify and hold harmless Licensor,its officers,elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, environmental contramination,costs and fees of litigation of every kind or nature)to the extent caused by Licensee's (or Licensee's subcontractors, if any) negligent use of the Property or its breach of a representation or warranty contained in this License by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Licensor. Licensor shall be reimbursed by Licensee for all costs and attorney's fees incurred by Licensor in enforcing this obligation. Licensee will conduct all defenses at its sole cost and expense. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by the Licensee. (b) Licensor hereby agrees to protect, defend, indemnify and hold harmless Licensee, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every kind or nature)to the extent caused by Licensor's (or Licensor's subcontractors, if any) gross negligence or willful misconduct and/or Licensor's breach of a representation or warranty as set forth herein. Section 10.02 Worker's Compensation and Employers'Liability Insurance (a) The parties hereto respectively acknowledge awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants itself that it shall comply with such provisions prior to the commencement of this Agreement and shall obtain and furnish to the other proof of its workers' compensation and employers' liability insurance in amounts not less than the State statutory limits_ Licensee shall require all sublicenses and contractors to provide such workers' compensation and employers' liability -3 - Item 15. - Page 28 -710- insurance for all of the sublicenses' and contractors' employees as required by law. Licensee shall furnish a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and shall similarly require espective sublicensesand contractors to waive subrogation. Section 10.03 General Liability Insurance (a) In addition to the workers' compensation and employers' liability insurance and Licensee's covenant to defend, hold harmless and indemnify Licensor, Licensee shall obtain and furnish to Licensor, a policy of general commercial liability insurance, including motor vehicle coverage against any and all claims to the extent directly caused by Licensee's use of the Property. This policy shall provide coverage for Licensee, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with Licensee's activities on the Property, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000.00) for the Property. This policy shall name Licensor, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that Licensee's insurance shall be primary with respect to Licensee's negligence. Under no circumstances shall said above-mentioned insurance contain a self-insured retention on the required coverage with respect to Licensee's negligence. Section 10.04 Property Insurance (a) Licensee shall provide before commencement of work at the Premises and shall obtain and furnish to Licensor, at Licensee's sole cost and expense, property and fire insurance with extended coverage endorsements thereon, by a company licensed to conduct insurance business in the State of California and having an A.M. Best's rating of no less than A- VII, in an amount insuring for the full insurable value of the Premises, Licensee's Facilities and all Improvements, Trade Fixtures, personal property installed thereon by Licensee, and all trade inventory in or on the Property against damage or destruction by fire, theft or the elements. This policy shall contain a full replacement cost endorsement naming Licensee as the insured and shall not contain a coinsurance penalty provision. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such Improvements, Trade Fixtures, personal property whether or not owned or Licensed by Licensee, and all trade inventory so damaged or destroyed; and if not so used, such proceeds (excluding any insurance proceeds for Trade Fixtures,.personal property whether or not owned or Licensed by Licensee, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to Licensor. The policy shall also contain a special endorsement that if the Premises are so destroyed and either party elects to terminate the License, the entire amount of any insurance proceeds shall be paid to Licensor to the extent necessary to repair -4- -711- Item 15. - Page 29 the Premises. The proceeds of any such insurance payable to Licensor may be used, in the sole discretion of Licensor,for rebuilding or repair as necessary to restore the Premises. This policy shall also contain the following endorsements: (1) The insurer shall not cancel or reduce the insured's coverage amount without(30)days prior written notice to Licensor; (2) Licensor shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with Licensor prior to the commencement of work at the Property. At least thirty(30)days prior to the expiration or termination of any such policy, a signed and complete certificate of insurance showing that coverage has been renewed shall be filed with Licensor. Section 11.05 Certificates of Insurance,Additional Insured Endorsements Prior to the commencement of installation at the Premises, Licensee shall furnish to Licensor commercially reasonable certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement;these certificates shall: (1) provide the name and policy number of each carrier and policy; (2) state that the policy is currently in force; and (3) promise to provide that such policies shall not be canceled or modified without thirty (30)days'prior written notice of Licensor; Licensee shall maintain the foregoing insurance coverages in force during the entire Term of the License or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverages shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this License. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required to be carried by Licensee pursuant to this Agreement. Section 10.06 Insurance Proceeds Any insurance proceeds received by Licensor because of the total or partial destruction of said Property or any buildings on said Property shall be the sole property of Licensor. Section 11.07 Insurance Hazards Licensee shall not commit or permit the commission of any acts on said Property by its agents or employees nor use or permit the use of said Property by its agents or employees in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Property, said Property or the improvements on said Property. -5 - Item 15. - Page 30 -712- Licensee shall not do anything to violate the insurance policies that may now or in the future be kept in place on the Property, or the improvements located thereon, by Licensor in Licensor's sole discretion. 1. Indemnification. LesseeLicensee shall be responsible for and shall indemnify, protect, defend and hold harmless LandlordLicensor from any and all liability, damages, injuries, causes of action, claims, judgments, costs, penalties, fines, losses, and expenses which arise at any time and which result from LesseeLicensee's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, upon or about the Premises. LandlordLicensor shall be responsible for and shall indemnify, protect, defend and hold harmless LesseeLicensee on the same basis as above for any claims which result from LandlordLicensor's receipt, handling, use, storage, transportation, generation, discharge, release and disposal of Hazardous Material in, on or about the Premises. Survive Termination. LesseeLicensee's obligations under this Section 119 shall survive the expiration or earlier termination of this Agreement. Definition of Hazardous Material. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. (42 U.S.C. Section 6903), or (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C. Section 9601). 2. Right of Entry, Licensor may enter the Premises at any time for any reasonable actions, including but not .united to (i) inspecting the Premises, (ii) posting in such places as Lessor may select notices of non- responsibility for works of construction, repair or improvement made by Licensee. Licensor shall not interfere with Licensee's use of the Premises to provide electricity as described herein. 13. Schedules. The following Schedules hereto are the respective Schedules to the Special Conditions referenced in the General Conditions: Schedule 1 Description of the Property, Premises & System Schedule 2 kWh Rate Schedule 3 Early Termination Fee Schedule 4 Estimated Annual Production Schedule 5 Notice Information IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in these Special Conditions and intending to be legally bound hereby, Provider/Licensee and Purchaser/Licensor have executed this Agreement as of the date first written above. -6- -713- Item 15. ® Page 31 SUNEDISON ORIGINATION3, LLC By: SUN EDISON LLC By: By: Name: Name: Title: Title: Date: Date: -7- Item 15. v Page 32 -714- SCHEDULES I. Schedule 1: Description of Premises and System Solar System Premises: Anticipated Rebate or Subsidy Solar System Size: Scope: Module: Inverter: II. Schedule 2 -- kWh Rate The kWh Rate with respect to the System under the Agreement shall be in accordance with the following schedule: Year kWh Year $/kWh of Rate[*] of Rate[*] System ($/kWh) System ($/kWh) Term Term 1 11 2 12 3 13 4 14 5 15 6 16 7 17 8 18 9 19 10 20 [*Calculated based on the year 1 kWh Rate multiplied by [3%] inflation factor each year.] - 8- -71 5- Item 15. - Page 33 III. Schedule 3—Early Termination Fee The Early Termination Fee with respect to the System under the Agreement shall be calculated in accordance with the following: Early Column 1 Purchase Date Occurs Column 2 Termination Early Termination Fee on the 915t day following Early Termination Fee Occurs in where Purchaser does where Purchaser takes Year: not take Title to the (Each "Anniversary" Title to the System System ($/Wdc including below shall refer to the ($/Wdc, does not costs of removal) anniversary of the include costs of Commercial Operation removal)* Date) 2 - 3 . a". 4 5 �. ,, .k 6 5'h Anniversary 7 6` Anniversary 8 7` Anniversary 9 81 Anniversary 10 91 Anniversary 11 101 Anniversary 12 1 11h Anniversary 13 121 Anniversary 14 131 Anniversary 15 141 Anniversary 16 15 1h Anniversary 17 16'h Anniversary 18 171 Anniversary 19 18'h Anniversary 20 191 Anniversary At Expiration(the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0). *Includes Early Termination prior to the Commercial Operation Date. -9- Item 15. - Page 34 -716- IV. Schedule 4—Estimated Annual Production Estimated Annual Production commencing on the Commercial Operation Date with respect to System under the Agreement shall be as follows: Year Estimated Year Estimated of Production of Production System (kWh) System (kWh) Term Term 1 11 2 12 3 13 4 14 5 15 6 16 7 17 8 18 9 19 10 20 The values set forth in the table above. are estimates (and not guarantees), of approximately how many kWhs are expected to be generated annually by the System. V. Schedule 5—Notice Information Purchaser: Provider: Financing Party: [To be provided by Provider when known] - to- -77 7- Item 15. - Page 35 ATTACHMENT #3 Item 15. - Page 36 -718- ��¢. atu a WI Digital Energy, Inc. ilia Z *� 128 Auburn Ct. #106 lo01012 an Westlake Village,CA 91362 w � K. gg� � �� -f ax tl1,6l3ki.�`�,..w^�'a# MO rtn%�f1ft IN .k�za � �� ,& as Phone: (805) 374-1777 r � � �� � � � ax: 805 374-1779 Digital Energy, Inc.nc ( ) Transmitted—Electronic Version (Original in mail) Sep 10, 2010 Aaron Klemm, CEM, LEED AP Energy Project Manager City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 Re: Recommendations on Solar Project Bids - Dear Aaron: Thank you for allowing us the opportunity to assist you on the above project. It has been a very interesting project and we look forward to see through its successful completion. This letter documents our opinion and recommendations related to the fact that the City's RFP effort resulted in a single bid, and the strategy that we would recommend going forward. First, it is important to note that the City has been extremely fair to the bidders throughout the RFP process.Ample time (more than 4 weeks)was provided to allow the bidders to examine the bid documents and understand project expectations. Bid documents were thorough and clear and I believe many bidders appreciated the level of detail and information contained. There was just a single addendum and the process did not entail drastic changes in direction during proposal preparation phase by the bidders. The fact that most bidders did not bid was purely their business decision and I don't believe there is any legitimate grounds for any outside entity to submit a protest if the City elects to proceed with accepting the single bid it received. Second, it is fair to acknowledge that the project set high standards of quality and expectations that are certainly out of the ordinary and were far more stringent than the "commercial standards' of photovoltaic project development practices in the industry. Our Architectural standards ensured a design that discouraged a "barn appearance";the Police Department stipulated surveillance systems that are not customary;the Fire department stipulated remote disconnects and fire barriers beneath the PV panels that are not customary; the City trees ordinance dictated a 2:1 tree replacement policy and the overall entitlement process ensured that the overall appearance of structures and landscape met the highest standards of site development. Beyond these,the numerous City sites are generally more difficult to develop in comparison with typical "green field" applications where the overheads of retrofitting photovoltaic panels are minimal. For instance,there are no light poles to remove, no new -719- Item 15. m Page 37 lighting systems and signage systems to provide, no major underground utilities and oil pipes to worry about, etc. While all the City required improvements were desirable and understandable expectations from the City's viewpoint, we suspect that combination of the above conditions and requirements made it impossible for most bidders to compete and provide a cost effective price (such as the$0.14/kWh recommended in the RFP as the economic price). While the Sun Edison (being the single bidder) offered a price for energy that matches the City's preferred economic starting price of$0.14/kWh,the bid as proposed does not meet all the bid requirements stipulated in the RFP. As you know both Digital Energy, Inc. and HMH Resources represented by Wallace McOuat,who have been part of the RFP development team, have been in the energy industry for over 30-years. Wally is a recognized industry expert in the renewable energy and financial segment and has assisted numerous public agencies in California for over 30-years. Digital Energy, Inc. has also been part of the team of firms selected by DWP over the last year to compete for almost 200 MW of PV projects. From what have seen of the bids submitted by numerous firms in the industry for a range of sizes from 1 MW to 150 MW, the project cost proposed by Sun Edison is highly competitive. I would also say that these prices are hard to beat by smaller players over the next 6-12 months. Sun Edison's effective project cost is under$3500/kW, which we believe is below most market average prices we have seen. We suspect that the only reason why they have been able to achieve this low price is because(a)they are a major player in the market with significant buying power, (b) have strong ties with PV vendors, inverter vendors, and steel vendors, (c)they follow a "standard" design approach which minimizes design costs and avoids custom fabrication costs for steel structures, (d) have extensive experience in implementing PPA deals, and (e)went with the "bare bones' approach in the project to make the economics work(i.e., meet the$0.14/kWh limit City had stated in the RFP). If they provided all the features the City had stipulated, I am certain the price would be higher and the City's energy price would have been greater than $0.14/kWh. While City has the right to reject all bids and rebid, it is our opinion that the potential for securing more attractive prices are slim over the next 6-12 months, especially if none of the"out of the commercial norm" requirements remain unaltered. The downside risks are that Sun Edison,who has certainly put in some time and money in submitting the only bid, may simply chose to walk away, or even go to the extent of submitting a protest. There is simply no guarantee that other bidders,assuming they will submit a bid the second time around, will submit a price that is any more attractive. Because of this risk, we would encourage the City to consider the following alternative. • Identify top three of four aspects of the Sun Edison bid that the City absolutely wants to change through the negotiation process. • Review terms of the City proposed agreement with Sun Edison and see if there are any concerns • Re-optimize project mix to eliminate less cost effective sites in the scope to make it economically more attractive.This could help Sun Edison to meet the top City preferred requirements noted above without increasing the price. • Confirm that the PPA development process allows some degree of flexibility in negotiation of items most important to the City with the single bidder Item 15. - Page 38 -720- In summary, regardless of whether the City elects to rebid the project of negotiate a workable project with Sun Edison,we will be happy to assist the City in any way we can. We hope the concerns and the risks of a rebid stated above are carefully evaluated before making a final choice. If you have any questions on the above,feel free to contact me. Sincerely, Jairam Agaram, P.E. President—Digital Energy, Inc. -721- Item 15. - Page 39 ATTACHMENT #4 Item 15. - rage 40 -722- 61 Et Klp 1. PROJECT TITLE: Huntington Beach Municipal Solar Project Concurrent Entitlements: Site 1: Design Review Board(DRB) Site 2: Conditional Use Permit(CUP)by ZA and DRB Site 3: CUP by ZA and DRB Site 4: DRB Site 5: Site Plan Review and DRB Site 6: DRB Site 7: DRB Site 8: CUP by ZA and DRB 2. LEAD AGENCY: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Contact: Hayden Beckman, Planning Aide Phone: (714) 374-5317 3. PROJECT LOCATION:The project is located at eight municipal facilities within the City of Huntington Beach. Figure 1 shows the regional location, while Figure 2 shows the locations of individual facilities. The project site locations are also described in Table 1. Table 1 Project Type and Location Site Number Site Name Installation Type Address Site 1 City Hall and Police Rooftop&Parking Lot 2000 Main Street Building/Corporate (Carports) Huntington Beach, CA Yard 92647 Site 2 Central Library Parking Lot(Carports) 7111 Talbert Avenue Huntington Beach, CA 92648 Site 3 Sports Complex Parking Lot(Carports) 18120 Goldenwest Street, Huntington Beach, CA 92647 G:\ENVIRONM\CHECKLST Page 1 -723- Item 15. - Page 41 Table 1 Project Type and Location Site Number Site Name Installation Type Address Site 4 City Yard Rooftop&Parking Lot 17371 Gothard Street, (Carports) Huntington Beach, CA 92647 Site 5 City Reservoir Rooftop 14627 Springdale, Huntington Beach, CA 92647 Site 6 City Reservoir Rooftop 6401 Overlook, Huntington Beach, CA 92648 Site 7 City Water Yard Rooftop&Parking Lot 19001 Huntington - (Carports) Street, Huntington Beach, CA 92648 Site 8 Murdy Community Parking Lot(Carports) 7000 Norma Drive, Center Huntington Beach, CA 92647 4. PROJECT PROPONENT: Contact Person: Aaron Klemm, Energy Project Manager Phone: 714-536-5537 5. GENERAL PLAN DESIGNATION: See Table 2 below 6. ZONING: See Table 2 below Table 2 Project Site General Plan and Zoning Designations Site Number Site Name General Plan Zoning Designation Site 1 City Hall and P PS Police Building/ Public Public—Semipublic Corporate Yard Site 2 Central Library OS-P OS—PR Open Space Open Space Parks Parks Recreation Site 3 Sports Complex OS-P OS—PR Open Space Open Space Parks Parks Recreation Site 4 City Yard P PS-FP2 Public Public-Semipublic Flood Zone A Page 2 Item 15. - Page 42 -724- Table 2 Project Site General Plan and Zoning Designations Site Number Site Name General Plan Zoning Designation Site 5 City Reservoir I-F2A-d IL and SP11 Industrial Industrial Light Max FAR 0.75 McDonnell Centre Special Design Specific Plan - Standards Site 6 City Reservoir RL SP9 Holly Seacliff Residential Low Specific Plan Density Planning Area 1 Planning Unit 1-2 Residential Low Density 1 Site 7 City Water Yard P(I-F2) PS Public Public—Semipublic (Industrial Max FAR 0.5) Site 8 Murdy Community OS-P OS—PR Center Open Space Open Space Parks Parks Recreation 7. PROJECT DESCRIPTION (Describe the whole action involved, including,but not limited to, later phases of the project, and secondary support, or off-site features necessary for implementation): 'The project involves the installation of photovoltaic panels on new carports and existing rooftops and associated accessory equipment at eight municipal facilities within the City of Huntington Beach. Table 3 shows the types of installations and size of the photovoltaic systems at each site. Figure 3 shows typical views of the proposed carports and inverters. The photovoltaic panels would be sawtooth type (north-south orientation), flat type (east-west orientation), or solar laminate. Flat panels and sawtooth panels would be tilted by 5 feet. The size of the panels varies by site. The panels at Site 1, the parking lot of Site 2, Site 3, Site 4, Site 6, Site 7, and Site 8 would be 65.94"L by 39.41"W with a '/2" gap between panels. The photovoltaic panels on the rooftop at Site 2 and at Site 5 are 216"L by 15.5"W with a 1 '/2" gap between panels. Page 3 -725- Item 15. ® Page 43 Table 3 Project Characteristics Site Rooftop Parking Lot Inverters Figure Site 1 None at City Hall 2,296 Flat and Two type 4 shows City Hall parking lot and Police City Hall Sawtooth Type - one and one Building Rooftop layout Panels on Carports type two at 5 shows City Hall parking lot landscape 609 kW(rooftop plus Site 1 plan carport)at City Hall 6 shows City Hall parking lot photovoltaic canopy column plan 7 shows parking lot photovoltaic canopy lighting plan 8 shows City Hall Inverter Types 9 shows Police Building roof and parking lot photovoltaic plan 10 shows Police Building parking lot photovoltaic canopy column plan 11 shows Police Building parking lot photovoltaic canopy lighting plan Police 798 Sawtooth Type 852 Sawtooth Type Building/ Panels at the Police Yard Panels on Carports Corporate 299 kW(rooftop plus Yard carport)at the Police Yard Site 2 348 Solar Laminate 3,388 Flat and Two type 12 shows parking lot layout Central Panels Sawtooth Type one and one 13 shows rooftop layout Library 50 kW Panels on Carports type two 14 shows landscape plan 779 kW 15 shows parking lot photovoltaic canopy column plan 16 shows parking lot photovoltaic canopy lighting plan 17 shows Inverter Types Site 3 None 4,074 Flat and Three type 18 shows parking lot layout Sports Sawtooth Type two 19 shows landscape plan Complex Panels on Carports 937 kW 20 shows parking lot canopy column plan Page 4 Item 15. - Page 44 -726- Table 3 Project Characteristics Site Rooftop Parking Lot Inverters Figure Site 4 City Building B (Mechanical 686 Flat and One type 21 shows parking lot layout Yard Maintenance Shop) Sawtooth Type one and two Panels on carports type two 22 shows rooftop layout 396 Solar Laminate 23 shows parking lot landscape plan Panels 157.8 kW 57 kW 24 shows parking lot photovoltaic canopy column plan 25 shows parking lot photovoltaic Building C(Shops) canopy lighting plan 196 Sawtooth Type 26 shows Inverter Types Panels 45 kW Building D(Garages) 144 Solar Laminate Panels 20.7 kW Site 5 1,080 Solar Laminate None One type 27 shows rooftop layout City Panels one Reservoir 156 kW Site 6 938 Sawtooth Type None One type 28 shows rooftop layout City Panels one Reservoir 216 kW Site 7 260 Solar Laminate 364 Flat Panels on One type 29 shows parking lot layout City Water Panels Carports one and one 30 shows rooftop layout Yard 17.7 kW 84 kW type two Site 8 None 546 Flat and One type 31 shows parking lot layout Murdy Sawtooth Type one Community Panels on Carports Center 125 kW Notes: Solar Laminate Panels are Uni-Solar PVL-144 with dimensions of 216"length x 15.5"width. An 1112"gap is proposed be between the panels. Sawtooth Type Panels are tilted 51 facing south. These panels are Solarworld SW230 with dimensions of 65.94"length x 39.41"width. A "gap will be between the panels. The photovoltaic systems would be composed of solar cells, which are semiconductor devices that convert sunlight into electricity. Typically, a number of individual cells are connected together to form modules, or solar panels. In order to provide electrical insulation and protect against environmental corrosion, the solar cells are encased in a transparent material referred to as an encapsulant. To provide structural integrity the solar cells are mounted on top of a rigid flat surface or substrate. A transparent cover film, commonly glass, further protects these components from the elements. Several types of semiconductor materials are used to manufacture solar cells but the most common material is crystalline silicon, typically from quartz or sand. The outer glass cover constitutes the largest share of the total mass of a finished crystalline photovoltaic module (approximately 65%), followed by the aluminum frame (,-20%), the ethylene vinyl acetate encapsulant (-7.5%), the polyvinyl fluoride substrate (-2.5%), and the junction box (I%). The solar cells themselves only represent about four percent (4%) of the mass of a Page 5 -727- Item 15. - Page 45 finished module. The proposed photovoltaic panels would not create a new source of light or glare, as these panels absorb light rather than reflect it. Maintenance on the panels would occur once a year during the summer. Parking lot carport canopy installations would include the following components. • Support Posts—The canopies would be attached to steel posts imbedded in reinforced concrete, with the post-hole approximately two feet in diameter and six to 13 feet deep. The support posts would have a minimum 13 foot clearance for vehicles and would be primarily composed of steel, concrete, and brick materials. Post holes would be drilled and the depth and diameter of post-holes would be determined by soil engineering characteristics. The colors and materials of the support posts would be subject to approval by the City of Huntington Beach Design Review Board. • Trenches - The trenches that would convey conduit between the system components would be approximately 18 to 24 inches deep and 12 to 36 inches wide. Asphalt removal, backfilling of the trenches and asphalt repair would be necessary. • Re-Striping—The parking lots would require re-striping in the area of construction after asphalt removal and repair. • Inverters— Inverters would be located on a concrete pad and would be enclosed in brick or fencing. Typical inverter types are shown in Figure 3. Inverter enclosures would be one of two types, either fenced (Type 2) or enclosed in a concrete or brick structure (Type 1). Inverter enclosures would be a minimum of approximately 1,400 square feet to a maximum of approximately 4,600 square feet. Type I inverter enclosures would be composed of natural brick with glass windows and metal doors. Type 2 inverter enclosures would be composed of green fencing with intermittent metal posts surrounding the metal and concrete structures within the enclosure. Colors and materials for each site would be determined by the City of Huntington Beach Design Review Board. Inverters would be customized for individual locations. The intent is to design inverters to be compatible with the existing architectural and aesthetic setting. Site specific enclosure types for Site 1 are shown in Figure 8. There would be one inverter enclosure design in the parking lot that would be composed of concrete or brick and two inverter enclosure designs in grass areas that would be composed of chain link fencing. Inverter types for Site 2, Central Library, are shown in Figure 17. This site would contain two type one inverters and one type two inverter. The specific enclosure types for Site 4, City Yard, are shown in Figure 26. At this site, there would be one type one inverter enclosed in concrete or brick, and two type two inverters enclosed in fencing. The type two inverters would match existing fencing at Site 4, as shown on Figure 26. Final design, colors & materials for all enclosure types are subject to the Design Review Board and/or Zoning Administrator. • Landscaping/Trees—Select trees and landscaping would be removed and/or relocated as part of the carport canopy installations and inverter installations. In total, at all eight sites there are 93 trees proposed for removal or relocation and 146 trees proposed for trimming. Construction of the project would be subject to standard City requirements for the replacement of existing mature healthy trees to be removed at a minimum of 2:1 ratio. In addition, the project has been designed to avoid affecting large trees such as the eucalyptus and pines within the City Hall parking lot. For those trees that are affected, replacement is proposed in accordance with City requirements. Landscape plans, which show the location of trees to be Page 6 Item 15. - Page 46 -728- trimmed, removed, and replaced are shown on Figure 5 (Site 1, City Hall Parking Lot), Figure 14 (Site 2, Central Library Parking Lot), Figure 19 (Sports Center Parking Lot), and Figure 23 (Site 4, City Yard Parking Lot). • Lighting—Parking lot lighting would be removed when the existing lighting stanchions are in conflict with a proposed carport canopy. Proposed canopy installations would include lighting components under canopies. At the Murdy Community Center, carport canopy installations will not conflict with occupancy sensor controlled LED lighting. Site specific canopy lighting plans are shown in Figure 11 (Site 1, Police Building/Corporate Yard Parking Lot), Figure 16 (Site 2, Central Library Parking Lot), and Figure 25 (Site 4, City Yard Parking Lot). • Parking—Parking would be temporarily unavailable in portions of the parking lots of some sites during construction of carport canopies. Larger sites such as City Hall, the Sports Complex and the Central Library would be phased to minimize temporary parking losses. Construction of the larger sites would likely occur in three phases. Therefore, approximately 67% of the parking spaces at these sites would be available for parking at all times during construction. After installation of the carport canopies, the amount of parking spaces would be similar to existing conditions and it is estimated that only four total existing parking spaces will be lost between all eight sites. The amount of existing parking at each site, amount of parking lost due to the proposed project, and supply of parking after the project is completed is shown in Table 7 below. Rooftop installations would involve the placement of mounting hardware on existing rooftops,with conduit connecting the system to an inverter that would be constructed on the ground nearby as indicated for each site on the applicable plan set (see Figures 4 through 31). The project would be constructed in two phases. Phase I would include construction of Site 1 (City Hall and Police Building/Corporate Yard), Site 2 (Central Library), Site 4(City Yard), Site 5 (City Reservoir), Site 6 (City Reservoir), and Site 7 (City Water Yard). Phase II would include construction of Site 3 (Sports Complex) and Site 8 (Murdy Center). Construction of up to three sites could occur simultaneously on a given day. In addition, as discussed above, construction would be completed in three phases for larger sites such as Site 1, City Hall and Police Building(Figures 4-11), Site 2, the Central Library (Figures 12-17), and Site 3, the Sports Complex (Figures 18-20). Project construction is estimated to range from about 3 to 18 months per site depending on the site and the size of the installation. Construction trenching activities would be limited to the upper two feet of soil. Drilling activities could extend to a depth of 13 feet, but would be relatively narrow in area of impact as they would be only two feet wide. Parking lot installations,particularly City Hall (Site 1) and Central Library (Site 2), shall be designed to avoid oil conveyance infrastructure such that all pipelines and associated infrastructure are mapped on the site plans and any such infrastructure shall be avoided. Plans are subject to review and approval by the Fire Department. Truck trips to transport materials and remove excavated materials at each site would range from 5 trips to 15 trips (one way) based on a range of about 400 kW to 1.2 MW of development (see Table 3). In addition, it is estimated that 6-10 one way worker trips would be associated with daily construction activities at each site. The construction staging and worker parking areas will be designed to maximize available on-site parking during construction activity at each site. The construction contractor will be responsible for complying with a construction activity phasing plan subject to approval by the City. Page 7 -729- Item 1.5. o Page 47 The proposed project would be required to comply with applicable City of Huntington Beach Best Management Practices (BMPs) as well as National Pollutant Discharge Elimination System (NPDES) requirements. The NPDES program controls water pollution by regulating point sources that discharge pollutants into waters of the United States. Point sources are discrete conveyances such as pipes or man- made ditches. The project would be required to implement BMPs in order to comply with NPDES requirements during operation of the proposed project, including maintenance of the project during the summer every year. 8. SURROUNDING LAND USES AND SETTING: Table 4 Surrounding Land Uses and Setting Site North East South West Site 1 commercial retail multi family multi family institutional City Hall and residential residential Huntington Beach Police Building/ High School Corporate Yard - Site 2 open space/park open space/park open space/ open Space/park Central Library recreation Huntington Sports Complex Central Park Site 3 open space/park open space/park open space/park open Space/park Sports Complex Central Library Huntington Central Park Site 4 residential mobile surface parking, single family single family City Yard homes commercial retail residential residential Site 5 railroad,single single family industrial industrial City Reservoir family residential residential Site 6 single family single family single family undeveloped, City Reservoir residential residential residential unincorporated County Site 7 single family residential mobile Industrial multi family City Water Yard residential homes residential Site 8 multi family recreational fields, recreational fields, recreational fields, Murdy Community residential single family commercial Retail single family Center residential residential 9. OTHER PREVIOUS RELATED ENVIRONMENTAL DOCUMENTATION: A National Environmental Policy Act(NEPA) Categorical Exclusion is being completed concurrently. No other environmental documentation has been prepared for this proposed project. 10. OTHER AGENCIES WHOSE APPROVAL IS REQUIRED (AND PERMITS NEEDED) (i.e. permits, financing approval, or participating agreement): A Measure C Vote by Huntington Beach citizens may be necessary for improvements at Murdy Community Center and the Huntington Beach Sports Complex. The federal Department of Energy will be the agency approving the NEPA Categorical Exclusion pursuant to American Reinvestment and Recovery Act funding. Page 8 Item 15. - Page 48 -730- • Recovery zone facility bonds will need to be approved by the City of Huntington Beach Bond Counsel for the project. • City Council approval of solar power purchase agreements • Santa Ana Regional Water Quality Control Board and Orange County Health Department approval for the Sports Complex (Site 3), which is a former landfill. Page 9 -731- Item 15. - Page 49 ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a"Potentially Significant Impact"or is"Potentially Significant Unless Mitigated," as indicated by the checklist on the following pages. ❑ Land Use/Planning ❑ Transportation/Traffic ❑ Public Services ❑ Population/Housing Q Biological Resources ❑ Utilities/ Service Systems ❑ Geology/Soils ❑ Mineral Resources ❑ Aesthetics ❑ Hydrology/Water Quality ❑ Hazards and Hazardous Materials Q Cultural Resources ❑ Air Quality ❑ Noise ❑ Recreation ❑ Agriculture Resources ❑ Mandatory Findings of Significance DETERMINATION (To be completed by the Lead Agency) On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the environment, ❑ and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on Q an attached sheet have been added to the project. A MITIGATED NEGATIVE DECLARATION will be prepared. I find that the proposed project MAY have a significant effect on the environment, and an ❑ ENVIRONMENTAL IMPACT REPORT is required. I find that the proposed project MAY have a"potentially significant impact"or a"potentially significant unless mitigated impact"on the environment,but at least one impact(1)has been adequately analyzed in an earlier document pursuant to applicable legal standards, and(2)has ❑ been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required,but it must analyze only the effects that remain to be addressed. I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects(a)have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and(b)have been avoided ❑ or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. Signature Date Printed Name Title Page 10 Item 15. - Page 50 -732- EVALUATION OF ENVIRONMENTAL IMPACTS: 1. A brief explanation is required for all answers except"No Impact"answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. A"No Impact"answer is adequately supported if the referenced information sources show that the impact simply does not apply to the project. A"No Impact"answer should be explained where it is based on project-specific factors as well as general standards. 2. All answers must take account of the whole action involved. Answers should address off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as well as operational impacts. 3. "Potentially Significant Impact"is appropriate, if an effect is significant or potentially significant, or if the lead agency lacks information to make a finding of insignificance. If there are one or more"Potentially Significant Impact"entries when the determination is made,preparation of an Environmental Impact Report is warranted. 4. Potentially Significant Impact Unless Mitigated"applies where the incorporation of mitigation measures has reduced an effect from"Potentially Significant Impact"to a"Less than Significant Impact." The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level(mitigation measures from Section XVIII, "Earlier Analyses,"may be cross-referenced). 5. Earlier analyses may be used where, pursuant to the tiering,program EIR, or other CEQA process,an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c)(3)(D). Earlier analyses are discussed in Section XVIII at the end of the checklist. 6. References to information sources for potential impacts(e.g., general plans,zoning ordinances)have been incorporated into the checklist. A source list has been provided in Section XVIII. Other sources used or individuals contacted have been cited in the respective discussions. 7. The following checklist has been formatted after Appendix G of Chapter 3,Title 14, California Code of Regulations,but has been augmented to reflect the City of Huntington Beach's requirements. (Note: Standard Conditions of Approval - The City imposes standard conditions of approval on projects which are considered to be components of or modifications to the project, some of these standard conditions also result in reducing or minimizing environmental impacts to a level of insignificance. However,because they are considered part of the project,they have not been identified as mitigation measures. SAMPLE QUESTION: Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES(and Supporting Information Sources): Impact Incorporated Impact No Impact Would the proposal result in or expose people to potential impacts involving: Landslides? (Sources: 1, 6) El ❑ Q Discussion: The attached source list explains that 1 is the Huntington Beach General Plan and 6 is a topographical map of the area which show that the area is located in a flat area. (Note: This response probably would not require further explanation). Page H -733- Item 15. - Page 51 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact L LAND USE AND PLANNING. Would the project: a) Conflict with any applicable land use plan, policy, or Q regulation of an agency with jurisdiction over the project (including,but not limited to the general plan, specific plan,local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect?(Sources:_1, 2___) Discussion: The proposed project involves the installation and operation of photovoltaic panels on rooftops and on top of proposed carports and associated accessory equipment at eight existing municipal facilities. Table 2 shows the General Plan and zoning designations for each of the eight sites. All eight of the sites will require Design Review by the Design Review Board,while sites 2, 3, and 8 will also require a Conditional Use Permit(CUP)by the Zoning Administrator. Site 5 would require a site plan review. The proposed project would be consistent with the following goals and policies of the Land Use, Economic Development, and Environmental Resources/Conservation Elements of the General Plan: Policy LU 2.1.1—Plan and construct public infrastructure and service improvements as demand necessitates to support the land uses specified in the Land Use Plan. LU 4.1.4—Encourage developers to incorporate mature and specimen trees and other significant vegetation, as defined by the City, that may exist on a site into the design of a development project for that site. Policy ERC 5.2.3—Require that the use of energy saving designs and materials be incorporated into the construction of all public buildings, while encouraging their use City-wide. The project would be consistent with the goals and policies listed above because the project would include installation of photovoltaic panels, which would save energy at eight facilities in the City, and would support City functions. In addition,the project has been designed to avoid affecting large trees such as the eucalyptus and pines within the City Hall parking lot. Moreover,for those trees that are affected, replacement is proposed in accordance with City requirements. The proposed project would not introduce new uses that would conflict with the identified policies and objectives contained in the General Plan. It should be noted that none of the sites are within the Coastal Zone. With Design Review approval for each of the eight sites, approval of a site plan review for Site 5,and approval of CUPS for sites 2, 3, and 8,the project would not conflict with applicable planning documents and policies. In addition, all proposed carport structures would comply with the development standards of the zones of each site. The impact would be less than significant. b) Conflict with any applicable habitat conservation plan or El 0 ❑ Q natural community conservation plan? (Sources:_1, 2, 4__) Discussion: Each of the eight project sites is located at an already developed municipal facility and would be undertaken on a rooftop or within an already paved parking lot (see Figures 4 through 31). The project would not affect any undeveloped lands or native habitats. The City of Huntington Beach does not have any adopted Page 12 Item 15. - Page 52 -734- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact habitat conservation plans or natural community conservation plans. Therefore,the project would have no impact. c) Physically divide an established community? ❑ El ❑ Q (Sources:_4___) Discussion: The proposed project involves the installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The projects would be localized and would be confined to existing rooftops and parking lots(see Figures 4 through 31). The project would have no impact with respect to division of an established community. II. POPULATION AND HOUSING. Would the project: a) Induce substantial population growth in an area,either ❑ ❑ 0 directly(e.g.,by proposing new homes and businesses) or indirectly(e.g., through extensions of roads or other infrastructure)? (Sources:_4---) Discussion: The proposed project involves the installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project would not contribute to development of additional housing and would not generate population either directly or indirectly. The project would have no impact on population and housing. b) Displace substantial numbers of existing housing, 1:1 El El necessitating the construction of replacement housing elsewhere? (Sources: 4 ) Discussion: The proposed project involves the installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project would not displace any housing and would not require any replacement housing. There would be no impact. c) Displace substantial numbers of people, necessitating ❑ ❑ Q the construction of replacement housing elsewhere? (Sources: 4__) Discussion: The proposed project involves the installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project would not displace any people and would not require any replacement housing. There would be no impact. III.GEOLOGY AND SOILS. Would the project: a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: i) Rupture of a known earthquake fault, as delineated ❑ Q on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a Page 13 -735- Item 15. o Page 53 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact known fault ? (Sources:_l__) Discussion: The proposed project involves the installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The City Hall and Police Yard facility(Site 1) on 2000 Main Street is located in the Newport-Inglewood Fault zone. The portion of the Fault that passes through the project site is identified as Category B. Category B faults require special studies for critical and important land uses and special evaluation of faults for all habitable structures. Since the proposed project does not include critical and important land uses or habitable structures, special studies and evaluations would not be required. The carport structures and associated equipment would be constructed in compliance with the UBC and CBC requirements for construction in a seismic area. None of the other seven facilities are located within a fault zone. Therefore, impacts would be less than significant. ii) Strong seismic ground shaking? (Sources:_6__) ❑ El ❑ Discussion: Earthquakes in and around the City may cause ground shaking on the project sites. The proposed project would involve the installation and operation of photovoltaic panels on rooftops and on top of proposed carports. Design and construction of the photovoltaic panels and associated supports, and the inverter buildings would be required to be engineered to withstand the probabilistic peak ground acceleration(10% probability over 50 years)that may occur at the site,pursuant to local building regulations and applicable provisions of the Uniform Building Code (UBC)and the California Building Code (CBC). In addition, pursuant to HBMC Section 17.05.150, a soil engineering and engineering geology report is required for grading projects. Recommendations included in the reports, subject to review and approval by the Department of Public Works, are required to be incorporated in the grading plans or specifications. Therefore, impacts would be less than significant. Seismic-related ground failure, including ❑ ❑ a liquefaction? (Sources: Discussion: Liquefaction describes the phenomenon in which groundshaking works less cohesive soil particles into a tighter packing,which induces excess pore pressure. Such soils may acquire a high degree of mobility, leading to structurally damaging deformations. Liquefaction begins below the water table,but after liquefaction has developed,the groundwater table rises and causes the overlying soil to mobilize. Liquefaction typically occurs in areas where the groundwater is less than 30 feet from the surface and where the soils are composed of poorly consolidated fine to medium sand. The proposed project would include design and construction of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. Four of these facilities have low potential for liquefaction (Sites 1, 3, 6 and 7) and four of these facilities have high or very high potential for liquefaction(Sites 2,4, 5,and 8) according to the City of Huntington Beach General Plan Environmental Hazards Element, 1996. The proposed project would be required to comply with UBC and CBC standards and applicable California Department of Mines and Geology(CDMG)publications. In addition,pursuant to HBMC Section 17.05.150, a soil engineering and engineering geology report is required for grading projects. Recommendations included in the reports, subject to review and approval by the Department of Public Works, are required to be incorporated in the grading plans or specifications. With adherence to applicable standards and recommendations included in the soil engineering and engineering geology report, impacts would be less than significant. iv) Landslides? (Sources:_ Q 1-1 Page 14 Item 15. - Page 54 -736- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Discussion: The proposed project would involve construction and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project sites are generally flat with elevations ranging from about 20 feet to 60 feet above mean sea level. The sites are developed with paved parking lots and municipal facilities. In addition, the sites contain vegetation and landscaping,including trees. None of the municipal facilities are listed as potentially unstable slope areas according to the City of Huntington Beach General Plan Environmental Hazards Element, 1996. Therefore,the potential for landslides at the facilities is low. Impacts are less than significant. b) Result in substantial soil erosion, loss of topsoil, or 1:1 El changes in topography or unstable soil conditions from excavation, grading, or fill? (Sources:_] Discussion: The proposed project would include excavation at eight municipal facilities where the foundation supports are dug for the solar panels and the inverter buildings. Most of this will occur where the soil surface is already overcovered by asphalt parking lots. Nonetheless, the excavated soils could be subject to erosion, and so carried from the site through the City's storm drain system to offsite drainages,wetlands, and the Pacific Ocean. Wind erosion of excavation piles could also cause local nuisance dust. Implementation of standard erosion control techniques as required in Section 17.05.310 of the City of Huntington Beach Municipal Code (e.g.,the use of Best Management Practices such as sandbags, covering of fill material, filter socks,etc.)would reduce the potential for soil erosion. Impacts would be less than significant. c) Be located on a geologic unit or soil that is unstable, or Q El that would become unstable as a result of the project, and potentially result in on or off-site landslide,lateral spreading, subsidence, liquefaction or collapse? (Sources:_1 Discussion: As discussed above,four of the project sites have high potential for liquefaction. As discussed above,none of the sites are listed as potentially unstable slope areas. The proposed project would be required to comply with UBC and CBC standards and applicable California Department of Mines and Geology (CDMG)publications. In addition,pursuant to HBMC Section 17.05.150,a soil engineering and engineering geology report is required for grading projects. Recommendations included in the reports,subject to review and approval by the Department of Public Works,are required to be incorporated in the grading plans or specifications. With adherence to applicable standards and recommendations included in the soil engineering and engineering geology report, impacts would be less than significant. d) Be located on expansive soil,as defined in Table 18-1-B QEl of the Uniform Building Code (1994), creating substantial risks to life or property? (Sources:_l 13 Discussion: The project involves the installation of photovoltaic panels on rooftops and proposed carports with associated conduit and above ground inverters. Loamy soils that are subject to expansive(shrink-swell) problems are present at these sites(namely Bolsa sandy and silt loams,Myford sandy loams,Xeralfic arents loams, etc.) according to Ca Soil Resource Lab,2008. These facilities,because of their limited size and structural characteristics, are not sensitive to expansive soil problems. Adherence to UBC and CBC standards for these soil types and structural needs would be sufficient to make impacts related to expansive soils less than significant. Page 15 -737- Item 15. - Page 55 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact e) Have soils incapable of adequately supporting the use of ❑ ❑ ❑ 0 septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of wastewater(Sources:__A ) Discussion: The proposed project would not involve the use of septic tanks or alternative waste water disposal systems. No impacts would occur. IV.HYDROLOGY AND WATER QUALITY. Would the project: a) Violate any water quality standards or waste discharge ❑ ❑ ® ❑ requirements? (Sources:_6_) Discussion: The proposed project involves installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. Construction of the proposed project would include some excavation and trenching on the project sites to install the carports and conduit to carry the high voltage direct current(DC)from the panels to the inverters for conversion to alternating current(AC)for connection to transmission lines. The City of Huntington Beach requires an erosion control plan for construction. Erosion control plans must be prepared by the engineer of record and in accordance with provisions of the City's Grading Manual. During construction,where necessary, temporary or permanent erosion control devices such as desilting basins,check dams, riprap, or other devices or methods as approved by the Director, shall be employed to control erosion and provide safety during the rain season. In addition,paved streets, sidewalks, and other improvements are required to be maintained in a neat and clean condition free of loose soil, construction debris, and trash. Street sweeping or other equally effective means is required to be used on a regular basis to prevent storm flows from carrying sediment and debris outside the project boundaries. Winter rains would clean the panel during the winter months;however, one additional washing may be required during the summer to ensure optimal efficiency. Cleaning and care of photovoltaic panels involves removing dirt and debris from the surface with a soft brush or cloth and spraying with water. A mild detergent such as dish soap or biodegradable detergent may also be used for persistent dirt. Washing the photovoltaic panels on rooftops and on top of carports would be subject to Municipal Code requirements. Pursuant to Section 14.25.030 of the Municipal Code, no person shall cause any prohibited discharges,which includes any pollutants,to the stormwater system;however,discharge permits may be obtained pursuant to Municipal Code Section 14.25.070. Compliance with City of Huntington Beach Municipal Code requirements would ensure that impacts would be less than significant. b) Substantially deplete groundwater supplies or interfere ❑ ❑ Q ❑ substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g.,the production rate of pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted? (Sources:-4 ) Discussion: The proposed project does not include housing or commercial development or expanded areas that require irrigation. Therefore,the project would not utilize substantial groundwater supplies. In addition, the photovoltaic panels would be installed in areas that are mostly impervious, such as parking lots and rooftops. The project would include removal of select landscaped areas, including trees that would shade Page 16 Item 15. - Page 56 -738- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact parking lot canopies or physically conflict with the placement of the proposed canopies. Figures 5, 14, 19,and 23 show site specific landscape plans for the proposed project. The project may reduce slightly some pervious area occupied by planters within the parking lots and the majority of trees and planters would remain. Moreover,the existing setting for these sites is mostly impervious. Thus,the project would not interfere substantially with groundwater recharge. The photovoltaic panels are recommended for washing once during the summer months. The impact with respect to depletion of groundwater supplies and interference with groundwater recharge would be less than significant. c) Substantially alter the existing drainage pattern of the E] ElQEl site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on or off-site? (Sources:_4 6 Discussion: The project sites are currently mostly impervious. The proposed project involves trenching for the installation of conduit and would not alter the existing drainage patterns. Erosion and siltation could occur during construction; however, as discussed above,the City of Huntington Beach requires an erosion control plan for construction. Therefore, with implementation of an erosion control plan during construction,impacts with respect to erosion and siltation would be less than significant. d) Substantially alter the existing drainage pattern of theEl ❑ Q site or area, including through the alteration of the course of a stream or river,or substantially increase the rate or amount or surface runoff in a manner which would result in flooding on or off-site? (Sources:-4 ) Discussion: The project sites are currently mostly impervious. The proposed project would involve an incremental decrease of pervious surfacing on the project sites due to the removal and relocation of trees and landscaping. However,this would not substantially change the amount of impervious surfacing on the project sites and would therefore not substantially increase the rate or amount of surface runoff. The proposed project would not result in an increased chance of flooding on or off-site. Impacts would be less than significant. e) Create or contribute runoff water which would exceedEl ❑ Q El the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? (Sources: Discussion: Construction of the proposed project would include excavation and limited grading, which could produce polluted runoff on the project sites. The City of Huntington Beach requires an erosion control plan for construction and such erosion control plans must be prepared by the engineer of record and in accordance with provisions of the City's Grading Manual. During construction,where necessary, temporary or permanent erosion control devices such as desilting basins,check dams,riprap, or other devices or methods as would be employed to control erosion and provide safety during the rain season. In addition,paved streets, sidewalks, and other improvements are required to be maintained in a neat and clean condition free of loose soil, construction debris, and trash. Street sweeping or other equally effective means are required to be used on a regular basis to prevent storm flows from carrying sediment and debris outside the project boundaries. The Page 17 -739- Item 15. - Page 57 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact photovoltaic panels would be washed once during the summer. As discussed under item IV.a, washing would be required to comply with the Huntington Beach Municipal Code,which requires that any runoff from washing the photovoltaic panels cannot be discharged to the stormwater system unless a permit is obtained. Compliance with City of Huntington Beach Municipal Code requirements would ensure that impacts would be less than significant. f) Otherwise substantially degrade water quality? ❑ ElQEl (Sources:. 4 ) Discussion: The proposed project does not produce or use materials during operation that could degrade water quality. The photovoltaic panels are recommended for washing to ensure optimal performance about once every six months; however,winter rains serve to clean the panels during the winter and the panels need only be cleaned once during the summer. As discussed above in the discussion under section IV.a,washing would be required to comply with Municipal Code requirements and would not have water quality impacts. Impacts would be less than significant. g) Place housing within a 100-year flood hazard area as ❑ Q mapped on a federal Flood Hazard Boundary or Flood - Insurance Rate Map or other flood hazard delineation map? (Sources: 4 Discussion: The proposed project involves installation and operation of photovoltaic panels at eight municipal facilities. The project does not include housing. Therefore,no impact would occur. h) Place within a 100-year flood hazard area structures El El which would impede or redirect flood flows? (Sources:_1 2 4 Discussion: The proposed project involves installation and operation of photovoltaic panels on rooftops and proposed canopy carports at eight municipal facilities in the City. Site 4 is within Flood Zone A. The City's zoning ordinance defines Flood Zone A as "the land in the floodplain within a community subject to a 1 percent or greater chance of flooding in any given year." The project would involve the installation of rooftop photovoltaic units, carport canopy systems and a total of three inverters (see Table 3)at Site 4. The support posts and inverters would extend upwards from the ground, but would be separated by open areas. Therefore, the development would not be anticipated to impede or redirect flows and the impact is less than significant. i) Expose people or structures to a significant risk of loss, EJ 0 Q injury or death involving flooding, including flooding as a result of the failure of a levee or dam? (Sources:_4___) Discussion: The project does not include housing and the inversion structures are not subject to potential significant loss during flooding conditions. Therefore, impacts would be less than significant. j) Inundation by seiche, tsunami,or mudflow? (Sources: 4_) El ❑ El Page 18 Item 15. - Page 58 -740- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Discussion: Site 4,the City Yard, is located in a moderate tsunami run-up area. The other seven facilities are not located in a tsunami run-up area. The proposed project would involve installation and operation of photovoltaic panels and would not involve construction of any housing or occupied structures. Therefore,the project would not present a danger to individuals involving inundation by seiche, tsunami,or mudflow. Impacts would be less than significant. k) Potentially impact stormwater runoff from construction 1:1 El Q activities? (Sources: Discussion: Construction of the proposed project would include excavation and grading,which could expose earth materials to erosion and subsequently produce sediment-laden stormwater runoff from the project sites during construction. However,the City of Huntington Beach requires an erosion control plan for construction. Erosion control plans must be prepared by the engineer of record and in accordance with provisions of the Grading Manual. During construction,where necessary,temporary or permanent erosion control devices such as desilting basins, check dams,riprap, or other devices or methods as approved by the Director, shall be employed to control erosion and provide safety during the rain season. In addition, paved streets, sidewalks, and other improvements are required to be maintained in a neat and clean condition free of loose soil, construction debris,and trash. Street sweeping or other equally effective means is required to be used on a regular basis to prevent storm flows from carrying sediment and debris outside the project boundaries. Compliance with City of Huntington Beach Municipal Code requirements would ensure that impacts would be less than significant. 1) Potentially impact stormwater runoff from post- El El 21 11 construction activities? (Sources:_4__) Discussion: The proposed project involves installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project sites consist of rooftops and paved parking lots. Upon completion of construction the photovoltaic systems will be a part of the infrastructure and will not change the use of the sites. The projects would not substantially increase the amount of impervious surface and would not contribute substantially to increased runoff. Areas disturbed during trenching and drilling activities within the parking lots will be repaved such that no long term erosion would occur. The project would have a less than significant impact with respect to stormwater runoff from post-construction activities. m) Result in a potential for discharge of stormwater El ❑ Q pollutants from areas of material storage,vehicle or equipment fueling,vehicle or equipment maintenance (including washing),waste handling, hazardous materials handling or storage, delivery areas, loading docks or other outdoor work areas? (Sources:_ Discussion: The proposed project includes installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project would not involve stormwater discharge from areas of material storage, vehicle or equipment fueling, vehicle maintenance, waste handling, hazardous materials, delivery areas,loading docks,or other outdoor work areas. Moreover, in accordance with the Huntington Beach Municipal Code,paved streets, sidewalks, and other improvements are required to be maintained in a neat and clean condition free of loose soil, construction debris, and trash. The photovoltaic panels would be washed once during the summer. As discussed under item IV.a,washing would be required to Page 19 -741- Item 15. - Page 59 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact comply with the Huntington Beach Municipal Code,which requires that any runoff from washing the photovoltaic panels cannot be discharged to the stormwater system unless a permit is obtained. Therefore, impacts would be less than significant. n) Result in the potential for discharge of stormwater to 1:1 El affect the beneficial uses of the receiving waters? (Sources: Discussion: As discussed above,the proposed project would not substantially increase the amount of impervious surface on the project sites, as the proposed photovoltaic panels would be installed on existing rooftops and within existing paved parking lots. The amount of trees and landscaping that would be removed or relocated as part of the project would be minimal. Moreover, implementation of an erosion control plan during construction would ensure that loose soil is not carried off-site in runoff. Therefore,the proposed project would not affect the beneficial uses of receiving waters. Impacts would be less than significant. o) Create or contribute significant increases in the flow El El Q El velocity or volume of stormwater runoff to cause environmental harm? (Sources: Discussion: As discussed above, the proposed project would not substantially increase the amount of impervious surface on the project sites, as the proposed photovoltaic panels would be installed on existing rooftops and within existing paved parking lots. The amount of trees and landscaping that would be removed or relocated as part of the project would be minimal and the proposed project would not increase the flow velocity or volume of stormwater runoff. Impacts would be less than significant. p) Create or contribute significant increases in erosion of El El Q the project site or surrounding areas? (Sources: 6 ) Discussion: The proposed project involves installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. Construction of the proposed project would involve excavation,trenching and stockpiling of soil on the project sites. Loose soil is subject to entrainment by wind and water. However,the City of Huntington Beach requires an erosion control plan for construction. Erosion control plans must be prepared by the engineer of record and in accordance with provisions of the Grading Manual. During construction,where necessary,temporary or permanent erosion control devices such as desilting basins, check dams, riprap, or other devices or methods as approved by the Director, shall be employed to control erosion and provide safety during the rain season. In addition,paved streets, sidewalks, and other improvements are required to be maintained in a neat and clean condition free of loose soil, construction debris, and trash. Street sweeping or other equally effective means is required to be used on a regular basis to prevent storm flows from carrying sediment and debris outside the project boundaries. Compliance with City of Huntington Beach Municipal Code requirements would ensure that impacts would be less than significant. V. AIR QUALITY. The city has identified the significance criteria established by the applicable air quality management district as appropriate to make the following determinations. Would the project: a) Violate any air quality standard or contribute ❑ F1 Q substantially to an existing or projected air quality Page 20 Item 15. - Page 60 -742- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact violation? (Sources:______) Discussion: The project sites are within the South Coast Air Basin,which is under the jurisdiction of the South Coast Air Quality Management District(SCAQMD)._The local air quality management agency is required to monitor air pollutant levels to ensure that air quality standards are met and, if they are not met,to develop strategies to meet the standards. Depending on whether or not the standards are met or exceeded,the air basin is classified as being in "attainment"or"nonattainment." The South Coast Air Basin is in nonattainment for both the federal and state standards for ozone and nitrogen dioxide as well as the state standard for PM10. Thus,the basin currently exceeds several state and federal ambient air quality standards and is required to implement strategies that would reduce the pollutant levels to recognized acceptable standards. This non-attainment status is a result of several factors,the primary ones being the naturally adverse meteorological conditions that limit the dispersion and diffusion of pollutants,the limited capacity of the local air shed to eliminate pollutants from the air, and the number,type, and density of emission sources within the South Coast Air Basin. The SCAQMD adopted the 2007 Air Quality Management Plan(AQMP) that provides a strategy for the attainment of state and federal air quality standards. The SCAQMD also has established the following significance thresholds for construction within the South Coast Air Basin: • 75 pounds per day of ROC 0 150 pounds per day of PMo • 100 pounds per day of NO, • 55 pounds per day of PM2.5 • 550 pounds per day of CO The South Coast Air Basin is classified as being in"attainment"for federal and state carbon monoxide standards. According to the AQMP, all areas within the South Coast Air Basin have been in attainment of federal carbon monoxide standards since 2003 and no area exceeded state standards in 2005. The highest levels of carbon monoxide concentrations listed in the AQMP were 5.9 ppm, substantially lower than the California 8-hour standard of 9.0 ppm. The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities in the City. Construction of the proposed project could involve excavation, grading,construction of the photovoltaic panels,and paving in addition to worker trips to the municipal facilities. Air quality impacts were quantified using the URBEMIS 2007 version 9.2.4 modeling program. Equipment types were derived based on communication with Digital Energy. Table 5 shows the construction emissions associated with the proposed project. Table 5 Maximum Daily Construction Emissions' (pounds perda Site ROG CO NOX PM102 PM2.52 Site 1 City Hall(5-acre threshold) 2.1 9.0 17.6 5.1 5.2 Page 21 -743- Item 15. o Page 61 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Police Yard(2-acre threshold) 2.1 9.0 17.6 2.6 2.4 Site 2 Central Library(5-acre threshold) 2.2 9.1 17.5 2.6 2.4 Site 3 Sports Complex(5-acre threshold) 2.1 8.8 17.3 2.6 2.4 Site 4 City Yard(1-acre threshold) 2.1 8.9 17.1 2.6 2.4 Site 5 City Reservoir(1-acre threshold) 1.9 8.2 15.6 2.6 2.4 Site 6 City Reservoir(1-acre threshold) 1.9 8.2 15.6 2.6 2.4 Site 7 City Water Yard(1-acre threshold) 2.1 8.9 17.4 2.6 2.4 Site 8 Murdy Community Center(1 acre threshold) 2.1 8.9 17.4 2.6 2.4 SCAQMD Thresholds 75 550 100 150 55 Exceed SCAQMD Thresholds? NO NO NO NO NO Localized Significance Thresholds for 1-acre sites N/A 647 92 4 3 Localized Significance Thresholds for 2-acre sites N/A 962 131 7 5 Localized Significance Thresholds for 5-acre sites N/A 1,711 197 14 9 Exceed LST Thresholds? NO NO NO NO NO Note: Includes worker trips and architectural coatings. As shown in Table 5, emissions would not exceed the SCAQMD thresholds or LST thresholds. It should be noted that construction of all sites would not occur simultaneously. Phase I of construction would include construction of Site 1 (City Hall and the Police Yard), Site 2 (Central Library), Site 4 (City Yard), Site 5 (City Reservoir), Site 6 (City Reservoir) and Site 7 (City Water Yard). Phase II of construction would include construction of Site 3 (Sports Complex) and Site 8 (Murdy Center). During construction,up to three sites would be under construction simultaneously(Kunal Chitre, Digital Energy,Personal Communication,June 30, 2010). Therefore, if three sites were construction simultaneously, combined emissions could be up to 6.4 pounds per day of ROG, 27.1pounds per day of CO, 52.7 pounds per day of NOx, 10.3 pounds per day of PM10, and 10 pounds per day of PM2.5. These combined emissions would not exceed SCAQMD thresholds. In addition, Best Available Control measures to limit fugitive dust would be required pursuant to SCAQMD Rule 403. Therefore, impacts would be less than significant without mitigation. b) Expose sensitive receptors to substantial pollutant El ElQ El concentrations? (Sources:_4 Discussion: The proposed project would include installation and operation of photovoltaic panels at eight municipal facilities. Sensitive receptors near the sites include children at the Sports Complex(site 3), students Page 22 Item 15. - Page 62 -744- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact at Huntington Beach High School (west of Site 1),and residents near all sites(see Table 4). Temporary dust, carbon monoxide and diesel particulate emissions would be generated during construction activities(see discussion V.a)above);however, with Rule 403 compliance and ozone precursor controls, emission would be below localized significance thresholds(LSTs). LSTs represent the maximum emissions from a project that are not expected to cause or contribute to an exceedance of the most stringent applicable federal or state ambient air quality standard and are developed based on the ambient concentrations of that pollutant for each source receptor area and distance to the nearest sensitive receptor. Therefore,because project emissions would not exceed LSTs,the project would not expose sensitive receptors to substantial pollutant concentrations. Impacts would be less than significant. c) Create objectionable odors affecting a substantial F1 ❑ Q number of people? (Sources:_4 ) Discussion: The proposed project would include installation and operation of photovoltaic panels at eight municipal facilities. Operation of the panels will not generate odors. The emissions of significant odors would not be anticipated during construction. Impacts would be less than significant. d) Conflict with or obstruct implementation of the 1:1 El Q applicable air quality plan? (Sources:_4_) Discussion: Generally,a project would conflict with or potentially obstruct implementation of an air quality plan if it would contribute to population growth in excess of that forecasted in the air quality management plan, which is based on General Plan forecasted growth. The proposed project would involve installation and operation of photovoltaic panels at municipal facilities. The proposed project would not contribute to population growth and would not conflict with the 2007 AQMP. Therefore,no impacts would occur. e) Result in a cumulatively considerable net increase of ❑ ❑ Q any criteria pollutant for which the project region is non- attainment under an applicable federal or state ambient air quality standard(including releasing emissions which exceed quantitative thresholds for ozone precursors)? (Sources:_4 ) Discussion: As discussed above, the South Coast Air Basin is in nonattainment for both the federal and state standards for ozone and nitrogen dioxide as well as the state standard for PM10. Operation of the proposed project would not result in a substantial increase of any of these pollutants. Therefore, impacts would be less than significant. VI. TRANSPORTATION/TRAFFIC. Would the project: a) Conflict with an applicable plan, ordinance or policy Q establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non-motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? Page 23 -745- Item 15. - Page 63 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact (Sources: 4 ) Discussion: Construction of the proposed project would include installation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities in the City. Construction of the project would cause a temporary increase in traffic due to the transport of construction materials to the project site, in addition to worker trips to and from the site. It is estimated that one truck trip is required per 75 kW of development (Digital Energy, Inc.). Therefore,truck trips to transport materials and remove excavated materials at each site would range from 5 trips to 15 trips (one way)based on a range of about 400 kW to 1.2 MW of development (see Table 3). In addition, it is estimated that 6-10 one way worker trips would be associated with daily construction activities at each site. A Haul Route Permit and Traffic Control Plan would be required, subject to approval of the Department of Public Works Transportation Division. Therefore, construction impacts would be less than significant. Operation of the proposed project would not increase the amount of traffic to and from the eight municipal facilities other than maintenance on the facilities once a year during the summer. The one maintenance trip per year would not alter the existing level of service at any project site. Therefore, operational traffic impacts would be less than significant. b) Conflict with an applicable congestion management ❑ ❑ Q11 program, including,but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? - (Sources:_4__) Discussion: During construction, the project would generate some additional traffic for construction worker trips and material transport; however,these trips would be temporary and localized. Construction would be phased for larger projects such as the City Hall parking lot (Site 1,Figure 4), the Central Library parking lot (Site 2, Figure 12), and the Sports Complex (Site 3,Figure 18). Project construction is estimated to range from about 3 to 18 months per site depending on the site and the size of the installation. The project would be constructed in two phases. Phase I would include construction of Site 1 (City Hall and Police Building/Corporate Yard), Site 2 (Central Library), Site 4 (City Yard), Site 5 (City Reservoir), Site 6 (City Reservoir), and Site 7 (City Water Yard). Phase II would include construction of Site 3 (Sports Complex) and Site 8 (Murdy Center). Construction of up to three sites could occur simultaneously on a given day. It is estimated that one truck trip is required per 75 kW of development(Digital Energy, Inc.). Therefore, truck trips to transport materials and remove excavated materials at each site would range from 5 trips to 15 trips (one way)based on a range of about 400 kW to 1.2 MW of development(see Table 3). In addition, it is estimated that 6-10 one way worker trips would be associated with daily construction activities at each site. During operation, the project would not result in an increase in vehicle trips other than maintenance of the facilities once a year. Therefore, the project is not likely to conflict with a congestion management program or exceed an established level of service standard established by Orange County for designated roads or highways. Impacts would be less than significant. c) Result in a change in air traffic patterns, including either Q an increase in traffic levels or a change in location that results in substantial safety risks? (Sources:-4__) Discussion: The project would involve installation and operation of photovoltaic panels on rooftops and on Page 24 Item 15. - Page 64 -746- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact top of proposed carports at eight municipal facilities. The project does not propose any structures of substantial height to interfere with existing airspace or flight patterns. No impact would occur. d) Substantially increase hazards due to a design feature El ❑ ❑ Q (e.g., sharp curves or dangerous intersections)or incompatible uses? (Sources: Discussion: The proposed project includes installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. Although the project would result in modifications to the existing parking lots,the photovoltaic panels would not increase hazards on the project sites and would not result in incompatible uses. No impacts would occur. e) Result in inadequate emergency access? 11 El (Sources:= _) -- Discussion: The proposed project includes installation and operation of photovoltaic panels on rooftops and on top of carports at eight municipal facilities. The project is required to comply with City codes pertaining to Fire Department requirements, such as turning radius in parking lots and building access. During construction, a traffic control plan for construction would be required to ensure that emergency access to the sites is available during construction. Less than significant impacts would occur. - f) Result in inadequate parking capacity? ❑ El R1 El (Sources: Discussion: Short-term: The proposed project may result in a temporary reduction in parking during construction of the proposed project,particularly at City Hall and Police Yard (Site 1),the Central Library (Site 2),the Sports Complex (Site 3), the City yard(Site 4), and the Murdy Community Center(Site 8), since photovoltaic panels at these sites would be installed on top of proposed carports and carport construction would require temporary construction within the parking lots. Larger installations such as the Central Library, Sports Complex and City Hall would require phased development to ensure an adequate supply of parking during construction. As discussed above under item VI.a) construction impacts related to parking capacity would be addressed through the Haul Route Permit and Traffic Control Plan, subject to Department of Public Works Transportation Division approval. Temporary construction impacts would be less than significant with implementation of applicable permits and required plans. Long-term: Operation of the proposed project would include parking lot canopy posts,which would marginally reduce the area of each parking lot that is available for parking on sites 1, 2, 3,4,and 8. Digital Energy estimates that the installation of carports and inverter enclosures would result in the loss of four total parking spaces throughout the entire project. The Central Library is currently deficient in required parking but the loss of two spaces produces a less than significant impact on-site. Existing parking supply,the amount of parking required by code,the amount of parking spaces lost due to the project,and the parking supply after the proposed project are shown in Table 6. Page 25 -747- Item 15. - Page 65 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Table 6 Parking Existing Parking Parking Site Parking Count Required by Code Spaces Count After Lost Project 159 spaces at City Hall* 0 spaces 486 at City Site 1 486 spaces at at City Hall City Hall and City Hall Hall Police Building/ 163 spaces at 0 spaces 163 at Corporate Yard Police Building 155 spaces at Police at Police Police Building* Building Building Site 2 Approximately Conditional Use Permit No. aces 692 s 90-49 identified a total of 705 2 spaces 690 spaces Central Library P spaces required. EIR 99-1 identified peak demand at 782 spaces, Site 3 Approximately which as a parking 858 spaces requirement,was supported 0 spaces 858 spaces Sports Complex P q PPorted by staff analysis of CUP 2000-60NAR 200-24 Site 4 Approximately 183 spaces 165 spaces 2 spaces 181 spaces City Yard Site 5 City Reservoir** Site 6 City Reservoir** Site 7 City Water Yard** Site 8 Approximately Per Cityapprovals 0 s 228 spaces Murdy Community 228 a PP spaces P Center Source:Hayden Beckman,City of Huntington Beach and Tony Giron,Digital Energy,June 2010. *Based on GIS derived square foot estimates(38,750 sf for Police Building and 39,769 sf for City Hall). **Rooftop installations only.No parking impacts are anticipated. As shown in Table 6 above,the proposed project would result in a decrease of two parking spaces at sites 2 and 4. However, as shown in Table 6, the parking count after the proposed project would meet code requirements at all sites except the Central Library, which has a negligible existing parking deficiency. There would be adequate parking at each facility (see Figures 4-31 for parking supply and distribution at each of the affected sites). In addition, the proposed carports at the Sports Complex and Murdy Community Center have been designed to facilitate bus parking. The long term impact to parking capacity would be less than significant. g) Conflict with adopted policies,plans, or programs Page 26 Item 15. e Page 66 -748- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact regarding public transit,bicycle, or pedestrian facilities, ❑ ❑ ❑ [J� or otherwise decrease the performance or safety of such facilities? (Sources: Discussion: The proposed project would include installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. This project would not conflict with existing bus turnouts or bicycle racks because the photovoltaic panels would be installed on existing structures or within parking lots at municipal facilities. There would be no impact relating to alternative transportation. V11. BIOLOGICAL RESOURCES. Would the project: a) Have a substantial adverse effect, either directly or ❑ Q ❑ ❑ through habitat modifications, on any species identified as a candidate, sensitive,or special status species in local or regional plans,policies, or regulations,or by the California Department of Fish and Game or U.S,Fish and Wildlife Service? (Sources: 4___) Discussion: The proposed project would include installation and operation of photovoltaic panels on rooftops and on top of carports at eight municipal facilities. The photovoltaic panels would be installed within existing developed portions of these sites that generally lack native vegetation that would provide a habitat for any unique, rare, or endangered plant or animal species. Site 6 (City Reservoir)is located near the Bolsa Chica wetlands,but this rooftop solar installation is located more than 1,300 feet from the known important biological resources and designated critical habitat for the western snowy plover. Site 6 is also located near a naturally revegetated area associated with Harriett Wieder Regional Park. Impacts to birds and other wildlife would occur if the height of structures extended to a substantially higher elevation than existing structures, if the system involved components that revolved at high speeds(such as wind turbines),or if fences and transmission lines would physically disrupt habitat connectivity(Volume 89 of the Journal of the Institute of Engineers, 2008; Dr. David Hoare, 2010;Panoche Valley Solar Farm Project EIR, 2010; Energy Policy, 2005; Union of Concerned Scientists, and American Solar Energy Society,2006). The rooftop and parking lot installations would not affect sensitive wildlife or associated habitats because the photovoltaic panels are being added to existing developed areas, the panels would not substantially increase the height of existing structures (maximum of four feet above an existing rooftop, or a maximum height of 15 feet above ground for parking lot installations),would not include revolving components, and would not include components that would physically disrupt habitat connectivity, since the photovoltaic panels would be confined to existing developed locations. Construction of the proposed project would include equipment that creates noise on the project sites. However, because the project sites include existing parking lots and are located adjacent to transportation corridors,noise associated with construction activities would not increase noise substantially. Therefore, construction noise is not anticipated to affect any unique,rare, or endangered plant or animal species. Due to the abundance of mature trees on the sites, migratory species may use portions of the sites for nesting during breeding season,which are protected under the Migratory Bird Treaty Act(MBTA). Project implementation and construction-related activities may result in the disturbance of nesting species protected by the MBTA. The MBTA protects over 800 species, including geese,ducks, shorebirds,raptors, songbirds, and many relatively common species. The loss of nesting efforts of sensitive species protected by the MBTA, as a result of the removal of mature trees on sites,would be a potentially significant impact. Therefore, Mitigation Measure 13I0-1 would be required to lessen the impact on migratory wildlife species. Page 27 -749- Item 15. - Page 67 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact B10-1 MBTA Species. Prior to the onset of ground disturbance activities,the City shall implement the following mitigation measure which entails nesting surveys and avoidance measures for sensitive nesting and MBTA species, and appropriate agency consultation. Nesting habitat for protected or sensitive species: • Vegetation removal and construction shall occur between September I and January 31 whenever feasible. • Prior to any construction or vegetation removal between February 15 and August 31, a nesting survey shall be conducted by a qualified biologist of all habitats within 500 feet of the construction area. Surveys shall be conducted no less than 14 days and no more than 30 days prior to commencement of construction activities and surveys will be conducted in accordance with California Department of Fish and Game (CDFG)protocol as applicable. If no active nests are identified on or within 500 feet of the construction site, no further mitigation is necessary. A copy of the pre-construction survey shall be submitted to the City of Huntington Beach. If an active nest of a MBTA protected species is identified onsite(per established thresholds), a 250 foot no-work buffer shall be maintained between the nest and construction activity.- This buffer can be reduced in consultation with CDFG and/or U.S. Fish and Wildlife Service. • Completion of the nesting cycle shall be determined by a qualified ornithologist or biologist. Substantial loss of these species would not occur and impacts would be less than significant with implementation of the above mitigation measure. The project has a less than significant potential for adverse effects to plant and wildlife resources or their habitat either directly or indirectly with implementation of Mitigation Measure 13I0-1. b) Have a substantial adverse effect on any riparian habitat El ❑ Q ❑ or other sensitive natural community identified in local or regional plans, policies, regulations, or by the California Department of Fish and Game or US Fish and Wildlife Service? (Sources:_4__) Discussion: Riparian and wetland habitat near the project sites is limited to off-site parklands at Site 2 and the Bolsa Chica wetlands located more than 1,300 feet west of Site 6, neither of which would be affected by the proposed project. No other riparian or other sensitive natural community is present at the other six sites. Impacts regarding adverse effects to wildlife resources or their habitat either directly or indirectly would be less than significant. c) Have a substantial adverse effect on federally protected ❑ El Q wetlands as defined by Section 404 of the Clean Water Act(including,but not limited to,marsh, vernal pool, coastal, etc.)through direct removal, filling, hydrological interruption, or other means? (Sources:_4___) Discussion: Wetland habitat near the project sites is limited to off-site parklands at Site 2 and the Bolsa Chica Page 28 Item 15. a Page 68 -750- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact wetlands located more than 1,300 feet west of Site 6,neither of which would be affected by the proposed project. The project would not involve any activities involving federally protected wetlands. No impact would occur. d) Interfere substantially with the movement of any native ❑ Q ❑ resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors or impede the use of native wildlife nursery sites? (Sources: 4__) Discussion: The photovoltaic panels would be installed within existing developed locations that have been previously disturbed. The sites lack native vegetation that would provide a habitat for any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors. In addition, the project would not interfere-with the use of native wildlife nursery sites. There is a less than significant potential for adverse effects to wildlife resources or their habitat either directly or indirectly. e) Conflict with any local policies or ordinances protecting Q biological resources, such as a tree preservation policy or ordinance? (Sources:-1 Discussion: Installation of photovoltaic panels at sites 1, 2, 3,4,and 8 would involve the removal/relocation and/or trimming of landscape trees. Table 7 shows the number of trees that will need to be trimmed and removed/relocated. Figures 5, 14, 19,and 23 show site specific landscape plans for sites 1, 2, 3, and 4 respectively. Table 7 Affected Trees Site No.trees to be No.of trees to removed, be trimmed replaced,or relocated 1. City Hall Police Building and 12 27 Police Corporate Yard 2. Central Library 29 7 3. Sports Complex 37 88 4. City Yard 15 5 5. City Facility 0 0 6. City Facility 0 0 7. City Facility 0 0 8. Murdy Community Center 0 19 Total 93 146 Source:Digital Energy, 2010 The City of Huntington Beach Tree Ordinance(Chapter 13.50 of the HBMC)requires the applicant to submit an application for a permit from the Public Works Department for any activity that may disturb trees. Construction of the project would be subject to standard City requirements for the submittal of landscape plans Page 29 -751- Item 15. - Page 69 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact demonstrating compliance with current code requirements and the replacement of existing mature healthy trees to be removed at a minimum of 2:1 ratio. Approval of trimming, removing,or replacing trees by the Director of Public Works in association with replacement requirements would ensure that the proposed project would not conflict with any local policies or ordinances protecting biological resources.Nevertheless,the following Mitigation Measure is recommended to assist the City in monitoring compliance. BI0-2 Tree Replacement. The trees shall be transplanted by a qualified tree service to be approved by the City of Huntington Beach Public Works Department. The relocated trees shall be maintained and guaranteed to be alive and thriving after four years by a qualified tree service or arborist to be approved by the City of Huntington Beach Public Works Department. The trees shall be surveyed every six months for a period of four years as to their viability. The survey shall be submitted to the City for review and approval. In the event that any tree is determined not to be surviving, it shall be replaced with the same type and size of tree. A letter shall be submitted from the applicant stating that the recommendations of the Consulting Arborist will be followed. Impacts would be less than significant with implementation of Mitigation Measure BIO-2. f) Conflict with the provisions of an adopted Habitat ❑ - Conservation Plan,Natural Community Conservation Plan,or other approved local,regional, or state habitat conservation plan? (Sources:_4 � Discussion: The project sites are located at existing developed areas that have been previously disturbed. There are no habitat conservation plans or natural community conservation plans in the City of Huntington Beach. The specific installation sites lack native vegetation that would provide habitat for any unique,rare, or endangered plant or animal species. No impact would occur. VIII. MINERAL RESOURCES. Would the project: a) Result in the loss of availability of a known mineral ❑ Q El resource that would be of value to the region and the residents of the state? (Sources: 1 3 Discussion: The only mineral resources that are currently being extracted in the City are oil and gas. The City Hall Parking Lot(Site 1)contains an oil well in the parking lot, adjacent to which an inverter building is proposed. The Central Library (Site 2)contains a petroleum line under the parking lot which would be avoided during construction. The proposed project would not interfere with the extraction or restrict the availability of these mineral resources. Improvements at the City Hall site will be located so as to not interfere with routine maintenance of existing oil wells. Impacts would be less than significant. b) Result in the loss of availability of a locally-important E] ElQ El mineral resource recovery site delineated on a local general plan, specific plan, or other land use plan? (Sources: Page 30 Item 15. - Page 70 -752- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Discussion: As noted above,the City Hall Parking Lot(Site 1)contains an oil well in the parking lot and the Central Library(Site 2)contains a petroleum line under the parking lot. The proposed project would not interfere with the extraction or restrict the availability of these mineral resources. Impacts would be less than significant. IX.HAZARDS AND HAZARDOUS MATERIALS. Would the project: _ a) Create a significant hazard to the public or the Q environment through the routine transport,use, or disposal of hazardous materials? (Sources:_ Discussion: Operation of photovoltaic panels does not require the routine transport,use,or disposal of hazardous materials. No impacts would occur. b) Create a significant hazard to the public or the El ElQ environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? (Sources: 4 8 Discussion: The proposed project involves the installation and operation of photovoltaic panels, which would not require hazardous materials storage on the site. The project sites are currently developed and are used for municipal purposes. The project would require trenching beneath already paved parking lots. Compliance with Federal and State Occupational Safety and Health(OSHA)regulatory requirements would reduce the potential for construction related risks from the transport and use of hazardous materials. In addition, although construction activities would include the use of hazardous materials such as gasoline, diesel fuel,herbicides, and solvents, the use of these materials would be typical of commercial construction and landscaping and would pose a low risk of hazard. In addition,the Huntington Beach Fire Department has reviewed project plans (Personal Communication,Aaron Klemm, CEM, LEED AP,Energy Project Manager, City of Huntington Beach,May 18, 2010). Because solar panels are encased in heavy-duty glass or plastic,there is little risk that the small amounts of semiconductor material present can be released into the environment. In the event of a fire, it is theoretically possible for hazardous fumes to be released and inhalation of these fumes could pose a risk to human health. However, researchers do not generally believe these risks to be substantial given the short-duration of fires and the relatively high melting point of the materials present in the solar modules (Electric Power Research Institute, Potential Health and Environmental Impacts Associated with the Manufacture and Use of Photovoltaic Cells,Report to the California Energy Commission,2003). Moreover,the risk of fire at ground- mounted solar installations is remote because of the precautions taken during site preparation including the removal of fuels and the lack of burnable materials—mostly glass and aluminum—contained in a solar panel. The systems will be installed with remote disconnects. In the event of a fire, a single button at the inverter will disable all the circuits. The button itself will be energized through a separate source of power so that it remains operative in a fire situation. Moreover, the systems will be equipped with fire extinguishers at regularly spaced intervals at the end of each carport aisle,such that in the event of a vehicle fire, an extinguisher is located nearby, similar to the availability of fire extinguishers in public buildings. Page 31 -753- Item 15. - Page 71 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact To the extent possible, on-site soils will be used for grading,however, all fill soils (on-site and imported) are required to meet City Specification#431-92. Soil Cleanup Standards and would be submitted to the Fire Department for review and joint approval with the Public Works Department prior to issuance of a grading permit. Discovery of additional soil contamination during ground disturbing activities is required to be reported to the Fire Department immediately and the approved work plan modified accordingly in compliance with City Specification#431-92. The project sites do not contain any underground storage tanks(Geotracker, 2010); however,there are oil drilling activities within the City Hall parking lot(Site 1) and a pipeline is located beneath the Central Library parking lot(Site 2). Rupture of oil conveyance infrastructure could pose a risk of upset. Project construction, including trenching for conduit and drilling for installation of parking lot canopy support posts,has the potential to disturb existing pipes and infrastructure. Parking lot installations at Sites 1 and 2 shall be designed to avoid oil conveyance infrastructure such that all pipelines and associated infrastructure are mapped on the site plans and any such infrastructure shall be avoided. Plans are subject to review and approval by the Fire Department. The impact with respect to risk of upset is less than significant. Site 1 (City Hall and Police Yard), Site 2 (Central Library), Site 3 (Sports Complex), Site 6(City Reservoir), and Site 7 (City Water Yard)are all within the Methane Overlay District as shown on Figure EH-10 of the Environmental Hazards Element of the General Plan. Inverter buildings have the potential to trap methane gas below them and stray electrical sparks could cause fire or explosion. However, the project will be required to comply with all provisions of Huntington Beach Municipal Code Title 17.04.085 and City Specification No. 429 for new construction within the methane gas overlay districts. Therefore, the impact with respect to methane is less than significant. c) Emit hazardous emissions or handle hazardous or ❑ ❑ Q acutely hazardous material, substances, or waste within one-quarter mile of an existing or proposed school? (Sources:_4 8 Discussion: The proposed project involves installation and operation of photovoltaic panels at eight municipal facilities. Several of the sites are within one-quarter mile of an existing school. See item IVa above. Impacts would be less than significant. d) Be located on a site which is included on a list of El El El hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? (Sources:_8 9, 10, 11 ) Discussion: The following databases were checked(April 28, 2010)for known hazardous materials contamination at the project site: • Comprehensive Environmental Response, Compensation, and Liability Information System (CERCLIS) database; • Geotracker search for leaking underground fuel tanks; • Investigations- Cleanups (SLIC) and Landfill sites, Cortese list of Hazardous Waste and Substances Sites; and • The Department of Toxic Substances Control's Site Mitigation and Brownfields Database. Page 32 Item 15. - Page 72 -75 4- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact The City Hall and Police Yard site(Site 1) is listed on the Department of Toxic Substances Control's(DTSC) Mitigation and Brownsfield Database. The site is listed as a voluntary cleanup, active as of 9/17/08. According to the DTSC website,the City of Huntington Beach entered a Reimbursement Agreement with DTSC for a review of documentation related to the seismic retrofitting of several structures within the City of Huntington Beach City Hall located at 2000 Main Street. Coal tar creosote/creosote oil was used as waterproofing for the existing structures, and analytical results indicate the presence of poly aromatic hydrocarbon concentration in the underlying soil. None of the other sites(2, 3,4, 5, 6, 7, and 8)are listed on the databases above. As previously mentioned, any discovery of soil contamination during ground disturbing activities is required to be reported to the Fire Department immediately and the approved work plan modified accordingly in compliance with City Specification#431-92. Therefore, the impact is less than significant. e) For a project located within an airport land use plan or, ❑ Q where such a plan has not been adopted,within two miles of a public airport or pubic use airport,would the project result in a safety hazard for people residing or working in the project area? (Sources:_ Discussion: Although the City is located within the Planning Area for the Joint Forces Training Center,Los Alamitos, the project sites are not located within the height restricted boundaries identified in the Airport Environs Land Use Plan or within two miles of any known public airport. No impacts would occur. f) For a project within the vicinity of a private airstrip, ❑ ❑ El would the project result in a safety hazard for people residing or working in the project area? (Sources:__I__) Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities in the City of Huntington Beach. Site 1 is near the Police heliport. However,the proposed project does not propose any structures with heights that would interfere with airspace or flight patterns for the Police heliport. None of the other municipal facilities are located within the vicinity of a private airstrip. Impacts would be less than significant. g) Impair implementation of or physically interfere with an ❑ adopted emergency response plan or emergency evacuation plan? (Sources: 4 Page 33 -755- Item 15. o Page 73 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Discussion: The proposed project involves installation and operation of photovoltaic panels on rooftops and on top of proposed carports. During construction,parking lots or portions of parking lots at the municipal facilities would temporarily be closed. This could interfere with an adopted emergency response plan or emergency evacuation plan. However, construction impacts would be temporary and would be less than significant. A guideline document was prepared by the California Department of Forestry and Fire Protection, Office of the State Fire Marshal,dated April 22, 2008. This guideline is intended to increase public safety for all structures equipped with solar photovoltaic systems, including photovoltaic systems on carports and rooftops. This document is intended to aid in designing,building, and installation of solar photovoltaic systems to meet the objectives of both the solar photovoltaic industry and the Fire Service.The guideline document includes design requirements for installing photovoltaic systems, including the following provisions relevant to the proposed project: • PV systems must be marked. Marking is needed to provide emergency responders with appropriate warning and guidance with respect to working around and isolating the solar electric system. This can facilitate identifying energized electrical lines that connect the solar modules to the inverter, as these should not be cut when venting for smoke removal. • The inverter is a device used to convert DC electricity from the solar system to AC electricity for use in the building's electrical system or the grid. • There should be a minimum six foot(6) wide clear perimeter around the edges of the roof. • Pathways should be established in the design of the solar installation. Pathways should meet the following requirements: • Should be over structural members • Centerline axis pathways should be provided in both axis of the roof. Centerline axis pathways should run on structural members or over the next closest structural member nearest to the center lines of the roof • Should be straight line not less than 4 feet (4) clear to skylights and/or ventilation hatches • Should be straight line not less than 4 feet (4) clear to roof standpipes • Should provide not less than 4 feet (4) clear around roof access hatch with at least one not less than 4 feet(4) clear pathway to parapet or roof edge • Arrays should be no greater than 150 by 150 feet in distance in either axis • Conduit, wiring systems, and raceways for photovoltaic circuits should be located as close as possible to the ridge or hip or valley and from the hip or valley as directly as possible to an outside wall to reduce trip hazards and maximize ventilation opportunities. • Conduit runs between sub arrays and to DC combiner boxes should use design guidelines that minimize total amount of conduit on the roof by taking the shortest path from the array to the DC combiner box. The DC combiner boxes are to be located such that conduit runs are minimized in the pathways between arrays. • To limit the hazard of cutting live conduit in venting operations, DC wiring should be run in metallic conduit or raceways when located within enclosed specs in a building and should be run, to the maximum extent possible, along the bottom of load-bearing members. The proposed project would comply with these guidelines during operation of the proposed project(Personal Communication,Kunal Chitre, Project Engineer, Digital Energy, Inc.,May 18, 2010). Compliance with these guidelines would ensure that the proposed project would not conflict with an adopted emergency response plan or emergency evacuation plan. Impacts would be less than significant. Page 34 Item 15. - Page 74 -756- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact h) Expose people or structures to a significant risk of loss, ® El ❑ Q injury, or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? (Sources: 3, 14, 15 ) Discussion: Solar panels contain materials that may be flammable. Site 6, City Reservoir,is adjacent to the Harriet Wieder Regional Park. However,the portion of the Park adjacent to the City Reservoir contains low lying vegetation that would not pose a significant wildland fire risk. Sites 1, 2, 3,4, 5, 7, and 8 are not located adjacent to areas that pose a significant wildland fire risk. The proposed project would not expose persons or structures to wildfire hazard risks. No impact would occur. V NOISE. Would the project result in: a) Exposure of persons to or generation of noise levels in ❑ 11QEl excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? (Sources: Discussion: Temporary noise impacts due to proposed construction activities could create noise in excess of established noise standards. Table 8 shows typical noise levels at construction sites. As shown in Table 8, typical noise levels at construction sites can reach 88 dBA 50 feet from the project sites. Therefore, construction-generated noise could periodically exceed noise standards established by 08.40.060 of the Huntington Beach Municipal Code (HBMC). Table 8 Typical Noise Levels at Construction Sites Average Noise Level at 50 Feet Construction Phase Minimum Required All Pertinent Equipment On-Site Equipment On-Site Clearing 84 dBA 84 dBA Excavation 78 dBA 88 dBA Foundation/Conditioning 88 dBA 88 dBA Laying Subbase, Paving 78 dBA 79 dBA Finishing and Cleanup 84 dBA 84 dBA Source: Bolt, Beranek and Newman, "Noise from Construction Equipment and Operations, Building Equipment, and Home Appliances,"prepared for the U.S.Environmental Protection Agency, 1971. However, Section 8.40.090(d) states that construction noise is exempt provided it does not occur between 8 Page 35 -757- Item 15. - Page 75 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES and Supporting Information Sources): Impact Incorporated Impact No Impact PM and 7AM Monday through Saturday, or at any time on Sunday or on a Federal Holiday. Therefore impacts related to construction noise are less than significant. For a discussion of operational noise impacts, see item Xc below. b) Exposure of persons to or generation of excessive Q El groundborne vibration or groundborne noise levels? (Sources: 4 ) Discussion: Operation of the project would not increase groundborne vibration or groundborne noise on the project sites above existing conditions. Construction of the proposed project could potentially increase groundborne vibration or noise on the project site, but construction effects would be temporary and phased. Therefore, impacts would be less than significant. c) A substantial permanent increase in ambient noise levels El 1:1 ❑ Q in the project vicinity above levels existing without the project? (Sources:_ Discussion: Operation of the proposed project would involve photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities in the City. While the inverters emit a hum that may be audible, such would not substantially increase the noise level above existing conditions. No impact would occur. d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? (Sources:_1 4 ) Discussion: As discussed above, construction of the proposed project could result in a substantial temporary increase in ambient noise levels in the project vicinity. Construction is estimated to range from about 3 to 18 months per site depending on the site and the size of the installation. Construction noise is temporary, intermittent, and is exempt from the noise ordinance provided it is not conducted between 8 PM and 7 AM Monday through Saturday, or at any time on Sunday or on a Federal Holiday. Therefore impacts related to construction noise are less than significant. e) For a project located within an airport land use plan or, where such a plan has not been adopted,within two Q miles of a public airport or public use airport,would the project expose people residing or working in the project area to excessive noise levels? (Sources: Discussion: The City of Huntington Beach is included in the Planning Area for the Joint Forces Training Center in Los Alamitos. However, the sites are located a considerable distance from the Training Center, such that the project would not be impacted by flight activity and noise generation from the Center. No impacts are anticipated. f) For a project within the vicinity of a private airstrip, Q would the project expose people residing or working in El the project area to excessive noise levels? (Sources: Discussion: The proposed project involves installation and operation of photovoltaic panels at municipal Page 36 Item 15. o Page 76 -758- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact facilities in Huntington Beach. Site 1 includes a Police heliport. However,the proposed project does not include residential units and would not involve people working at the sites, other than for maintenance once a year during the summer. None of the other municipal facilities are located within the vicinity of a private airstrip. Impacts would be less than significant. XI.PUBLIC SERVICES. Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities,the construction of which could cause significant environmental impacts,in order to maintain acceptable service ratios,response times or other performance objectives for any of the public services: a) Fire protection? (Sources: 3 4 ) El Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The municipal facilities are currently urbanized and are served by the Huntington Beach Fire Department. The Huntington Beach Fire Department maintains eight fire stations throughout the City. They are located at 18311 Gothard Street, 16221 Gothard Street, 19711 Bushard Street,21441 Magnolia Street, 530 Lake Street, 18591 Edwards Street, 3831 Warner Avenue, and 5891 Heil Avenue. The municipal facilities are currently served by these fire stations. The proposed photovoltaic panels would not involve the addition of people to the project sites and would not necessitate the construction of new or physically altered fire protection facilities,the provision of which would have significant environmental effects. In addition,the Huntington Beach Fire Department has reviewed project plans and has indicated that the project will not impact service ratios and response times (Personal Communication,Aaron Klemm, CEM, LEED AP, Energy Project Manager, City of Huntington Beach,May 18, 2010). A less than significant impact would occur. See item IX.h)for additional discussion regarding fire hazards associated with the panels. b) Police Protection? (Sources:-3 4 E] ElQ ❑ Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The municipal facilities are currently urbanized and are served by the Huntington Beach Police Department. The proposed photovoltaic panels would not involve the addition of people to the project sites and would not necessitate the construction of new or physically altered police facilities,the provision of which would have significant environmental effects. In addition,the Huntington Beach Police Department has reviewed project plans(Personal Communication,Aaron Klemm, CEM, LEED AP,Energy Project Manager, City of Huntington Beach, May 18, 2010)and the project engineers are working with the department to address any potential logistical design concerns, including phasing of construction in three phases and TV security camera positioning. The impact is less than significant. c) Schools? (Sources:-4 ) ❑ El El Q Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The proposed photovoltaic panels would not involve the addition of people to the project sites. Therefore,the project would not affect schools in Huntington Beach. No impact would occur. Page 37 -759- Item 15. - Page 77 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact d) Parks? (Sources: 4 ) El El 0 El Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The proposed photovoltaic panels would not involve the addition of people to the project sites. In addition, the panels would be constructed on the rooftops of existing buildings and within existing parking lots on top of proposed carports and would not be constructed in the recreational use area of existing parks. The Community Services Department has reviewed project plans(David Dominguez,Facilities, Development and Concessions Manager, City of Huntington Beach Community Services Department). The site designs at Site 3, Sports Complex and Site 8,Murdy Community Center ensure adequate bus and RV parking and ensure that the panels do not affect the recreational functionality of these sites. Therefore,the project would have a less than significant impact with respect to parks in Huntington Beach. e) Other public facilities or governmental services? (Sources: 4 ) Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities on rooftops of existing buildings and on proposed carports within existing parking areas. The project was designed to not affect the structural integrity of existing City facilities. The project would not affect any other public facilities or governmental services in the City. In addition, operation of the project would not interfere with library access. Impacts would be less than significant. XII. UTILITIES AND SERVICE SYSTEMS. Would the project: a) Exceed wastewater treatment requirements of the El El El applicable Regional Water Quality Control Board? (Sources: Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would not affect wastewater in the City. No impact would occur. b) Require or result in the construction of new water or Q wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? (Sources:_4 ) Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project would not require an increased demand for water, other than the use of water once a year for maintenance. The project would not create increased demand for wastewater. Therefore,the project would not require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities. There would be no impact. c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? (Sources: Page 38 Item 15. - Page 78 -760- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would include the removal of landscaping, including trees. As discussed previously under item IV.b),the removal of the specified trees (see Table 7)and landscaping would not substantially increase the amount of impervious surfacing on the project sites. The amount of drainage from the site would incrementally increase compared to existing conditions. However,the project would not require or result in the construction of new storm water drainage facilities or expansion of existing facilities. Impacts would be less than significant. d) Have sufficient water supplies available to serve the El project from existing entitlements and resources, or are new or expanded entitlements needed? (Sources: 4 ) - - Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would not involve the addition of people to the project site. The photovoltaic panels are recommended for washing once a year to ensure optimal performance. The impact with respect to increased water demand would be less than significant. e) Result in a determination by the wastewater treatment Q provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? (Sources: 4 ) Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would not involve the addition of people to the project site. Therefore, the project would not create demand for additional wastewater disposal. No impact would occur. f) Be served by a landfill with sufficient permitted capacity QEl to accommodate the project's solid waste disposal needs? (Sources: 314 ) Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. Solid waste collection service for the City of Huntington Beach is provided by Rainbow Disposal. Collected solid waste is transported to a transfer station where the solid waste is sorted and processed through a Materials Recovery Facility where recyclable materials are removed. The remaining solid waste is transported to the Frank R. Bowerman Landfill located in the City of Irvine. The landfill has a remaining capacity in excess of 30 years based on present solid waste generation rates. Construction of the proposed project could result in a temporary increase in solid waste if there are packaging materials associated with the panels and associated materials and from removal of existing asphalt. However, this increase would be temporary and would not result in insufficient capacity at landfills that would serve the project site. It should be noted that the City's total waste diversion rate was 71%in 2006. Rainbow Disposal has a construction and demolition waste diversion rate that is higher than the City's total diversion rate (Personal Communication,Aaron Klemm, CEM, LEED AP,Energy Project Manager, City of Huntington Beach, June 23,2010) . Therefore,waste diverted from the site during construction of the project would be Page 39 -761- Item 15® - Page 79 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact above 71%. Operation of the proposed project would not increase solid waste generated in the City because the proposed project would not involve the addition of residents or employees to the City. Impacts would be less than significant. g) Comply with federal, state, and local statutes and ❑ regulations related to solid waste? (Sources: Discussion: As discussed above, construction of the project would likely generate waste. The project would comply with regulations pertaining to solid waste. Impacts would be less than significant. h) Include a new or retrofitted storm water treatment ❑ Q control Best Management Practice (BMP), (e.g. water quality treatment basin,constructed treatment wetlands?) (Sources:_ Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would incrementally increase the amount of impervious surfacing on the project sites due to the removal of landscaping,including trees (see associated discussions under Section IV,Hydrology and Water Quality). The proposed project will require one additional washing of the solar panels on an annual basis, as well as compliance with BMPs during construction, and comply with NPDES requirements during construction and operation. Therefore,the project would not include structural or storm water treatment control BMPs. No impacts would occur. XIII. AESTHETICS. Would the project: a) Have a substantial adverse effect on a scenic vista? Q (Sources: 3, 4� Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would include construction of two types of photovoltaic bays,which would be installed on top of carports at sites 1,2, 3,4, and 8. In addition, the project would include two types of inverter enclosures. The enclosures would be enclosed in brick or fencing. Sites 1, 2,4, 5, 6, and 7 would include installation of photovoltaic panels on rooftops of existing buildings. The photovoltaic panels would be installed at municipal facilities that are currently developed and are located in urbanized areas. There are scenic vistas from/near Site 6 (City Reservoir); however rooftop panels would not interfere with views at this site. The installation and operation of photovoltaic panels at the eight municipal facilities would not substantially affect scenic vistas. No impacts to scenic vistas would occur. b) Substantially damage scenic resources, including,but El Q ❑ not limited to, trees,rock outcroppings, and historic buildings within a state scenic highway? (Sources:3,4) Discussion: Installation of photovoltaic panels at sites 1, 2, 3,4, and 8 would involve the removal and relocation of trees. Table 7 in Section VII e) shows the amount of trees that would be removed, relocated and replaced at each site. Sites 5, 6, and 7 would not involve the removal or relocation of trees. The City of Huntington Beach Tree Ordinance (Chapter 13.50 of the HBMC)requires the applicant to submit an application for any activity that may disturb trees. In addition,the applicant must obtain written permission Page 40 Item 15. - Page 80 -762- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact from the Director of Public Works in order to trim,relocate,or remove trees. Approval of trimming,removing, or replacing trees by the Director of Public Works would ensure that the proposed project would not substantially damage scenic resources. In addition,measure BIO-1 is recommended to ensure compliance with City policy and ordinance requirements. Lastly,the proposed project would not damage any historic buildings or other scenic resources within a state designated scenic highway. Impacts would be less than significant. c) Substantially degrade the existing visual character or 1:1 El Q quality of the site and its surroundings? (Sources:_3,4) Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed project would include construction of two types of photovoltaic bays,which would be installed on top of carports at sites 1, 2, 3,4, and 8. In addition, the project would include two types of inverter enclosures. The enclosures would be enclosed in brick or fencing. Sites 1, 2,4, 5, 6, and 7 would include installation of photovoltaic panels on-rooftops of existing buildings. Figure 3 shows typical photovoltaic bay designs and inverter enclosures and figures 8, 17, and 26 show site specific inverter designs. The project would be compatible with the general profile of development near the project sites,which is highly urban. The inverter enclosures would be designed to integrate with the surrounding environment, and photovoltaic panels would be installed on top of proposed carports and on rooftops. The final designs would be reviewed by the Design Review Board,which has the authority to further refine the designs as necessary to enhance compatibility by incorporating existing building colors, materials and design. Therefore, the project would not substantially degrade the existing visual character or quality of the site and its surroundings. Impacts would be less than significant. d) Create a new source of substantial light or glare which E] ElQEl would adversely affect day or nighttime views in the area? (Sources:_3,4___) Discussion: The proposed project involves installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The proposed photovoltaic panels would not create a new source of light or glare, as these panels absorb light rather than reflect it. In addition,the municipal facilities are located in urbanized areas that are currently exposed to light and glare from the municipal facilities during the day and from parking lot lighting sources at night. The project would require relocation and replacement of some parking lot lighting when the lighting stanchions conflict with the carport placement. However, new lighting would be either consistent with old lighting or would be lower in profile and directed downward as it would be located on the underside of the carport canopy systems. Impacts would be less than significant. XI(V. CULTURAL RESOURCES. Would the project: a) Cause a substantial adverse change in the significance of El Q El 1:1 a historical resource as defined in 615064.5? (Sources:_4--) Page 41 -763- Item 15. ® Page 81 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. Two of the sites are listed as local landmarks in Table HCR-2 of the City's Historic and Cultural Resources Element of the General Plan. These sites are City Hall at 2000 Main Street(Site 1), constructed in 1974, and the Central Library at 7111 Talbert Avenue(Site 2), constructed in 1975. At City Hall,photovoltaic units are proposed only within the parking lot and would not be attached to the building; therefore, the project would not affect the City Hall structure,which is the landmark element of the site. Impacts to City Hall would thus be less than significant. At the Central Library (Site 2),photovoltaic panels are proposed within the parking lot and also on the roof of the Central Library structure. Solar laminate panels would be situated along the perimeter of the building along the west, north and east sides,while sawtooth type panels are proposed tilted five degrees facing south along the southern edge of the building rooftop. In addition, sawtooth type panels are also proposed on the children's wing,which is not a part of the designated landmark structure. The panels could be visible from the ground when an observer looks at the Central Library building, and the panels could affect the integrity of the landmark resource. This impact is potentially significant unless mitigated. CR-1 Central Library Design. The proposed design and placement of panels upon the rooftop of the Central Library (Site 2), shall be undertaken in a manner that would prevent the panels from being visible to observers on the ground such that the installation would not change the appearance of the building for the majority of viewers (excluding rooftop views). The installation shall be designed and installed in a manner that does not prove injurious to the landmark structure both during construction and in the long term during operation. A historic preservation professional shall be consulted during preparation of the final design and shall provide a letter documenting that the design meets the intent of this mitigation measure. The letter shall be submitted to the Director of the Planning and Building Department for review and approval prior to issuance of a grading permit. With implementation of mitigation measure CR-I, impacts to historical resources would be less than significant. b) Cause a substantial adverse change in the significance of Q Q ❑ an archaeological resource pursuant to 615064.5? (Sources: 4, 14 ) Discussion: The municipal facilities sites are highly disturbed due to existing development on and around the sites. Project development would involve installation of carport canopies within existing paved parking lots and would involve the addition of photovoltaic arrays to rooftops of existing buildings. Inverters would also be constructed adjacent to the photovoltaic systems to convert the DC current to AC current. The City of Huntington Beach, and subsequently the project site, lies within the area considered to have been occupied by the Gabrielino culture group. Archaeological resources are frequently associated with riverine areas, such as those that historically occurred in the vicinity. In addition, there are numerous recorded archaeological sites in the vicinity of the Central Park area near the Central Library (Site 2)and the Sports Complex(Site 3). Other potentially sensitive locations could include the City Yard(Site 4)and the Murdy Community Center(Site 8). Due to the existing developed nature of the sites and the relatively limited nature of the construction activity, trenching for conduit and drilling for support posts,the likelihood of encountering significant intact cultural resources is relatively low. Nevertheless,there is potential to discover archaeological resources. The impact is potentially significant unless mitigated. The following Mitigation Measure is required. CR-2 Archaeological or Paleontological Resources. If archaeological or paleontological resources Page 42 Item 15. - Page 82 -764- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact are discovered during ground-disturbing activities, all construction activities within 50 feet of the find shall cease until a qualified archaeologist/paleontologist evaluates the significance of the resource. In the absence of a determination, all archaeological and paleontological resources shall be considered significant.If the resource is determined to be significant,the archaeologist or paleontologist,as appropriate,shall prepare a research design for recovery of the resources in consultation with the State Office of Historic Preservation that satisfies the requirements of Section 21083.2 of CEQA. The archaeologist or paleontologist shall complete a report of the excavations and findings, and shall submit the report for peer review by three County-certified archaeologists or paleontologists,as appropriate. Upon approval of the report,the City shall submit the report to the South Central Coastal Information Center at California State University, Fullerton, and keep the report on file at the City of Huntington Beach. With implementation of Mitigation Measure CR-2, impacts would be less than significant. c) Directly or indirectly destroy a unique paleontological El Q ❑ resource or site unique geologic feature? (Sources:) Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The municipal facilities are highly disturbed due to existing development on and around the sites and trenching activities would be limited to the upper two feet of soil. Drilling activities could extend to a depth of 13 feet, but would be relatively narrow in area of impact as they would be only two feet wide. However, significant paleontological resources have been discovered within a mile of the Central Library(Site 2),the Sports Complex(Site 3),the City Yard(Site 4),and the Murdy Community Center(Site 8). The closest vertebrate fossil locality is LACM 4018, situated near the intersection of Warner Avenue and Goldenwest Street. This locale produced specimens of invertebrates, reptiles, birds,rodents,horses and deer in peat between 4 and 8 feet below the surface,but was later determined to be of very late Holocene age. Quaternary terraces have yielded vertebrate fossils such as those found at LACM 65113, situated along Warner Avenue close to Bolsa Chica Street. This locality produced Pleistocene age specimens of mammoth at depths between 6 to 8 feet, and bison between 14 and 20 feet. Therefore there is a probability that significant paleontological resources or unique geologic features could be encountered. The impact is potentially significant unless mitigated. Mitigation Measure CR-2 above would be required and would reduce the impact to less than significant. d) Disturb any human remains, including those interred 0 outside of formal cemeteries? (Sources:_ Discussion: No evidence is present to suggest the presence of human remains on the project sites given that the municipal facilities are highly disturbed and the ground disrupted during the prior site development activities. Therefore the likelihood of finding human remains is near negligible. Nonetheless,human remains might be encountered during excavation activities for the project that may exceed previous ground disturbance depths. Mitigation Measure CR-3 would be required. CR-3 Human Remains. In the event of the discovery of a burial, human bone,or suspected human bone, all excavation or grading in the vicinity of the find shall halt immediately, the area of the find shall be protected, and the Applicant shall immediately notify the City and the Orange County Coroner of the find and comply with the provisions of P.R.C. Section 5097. If the human remains are determined to be prehistoric, the Coroner will notify the NAHC, which will determine and notify a Most Likely Page 43 -765- Item 15. - Page 83 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Descendent(MLD). The MLD shall complete the inspection of the site within 24 hours of notification, and may recommend scientific removal and non-destructive analysis of human remains and items associated with Native American burials. Implementation of mitigation measure CR-3 would ensure that impacts related to human remains would be less than significant with mitigation incorporated. XV. RECREATION. Would the project: a) Would the project increase the use of existing El El El Q neighborhood, community and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? (Sources: 4_ Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The proposed project would not add population to the City and therefore would not cause increased usage of parks. No impact would occur. b) Does the project include recreational facilities or require El 1:1 the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? (Sources:-4—) Discussion: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The projects do occur at some recreational facilities, including the Murdy Community Center, Central Library, and the Sports Complex. The project will affect the parking lots that serve these facilities. The physical effects associated with reconstruction of the parking lots are evaluated in Sections I, III, IV, VI, VII,VIII,IX,XI, XIII, and XIV. Mitigation measures are included as necessary and reduce all impacts to a level that is less than significant. c) Affect existing recreational opportunities? Q (Sources:_ Discussion: As discussed under Section VI. Transportation/Traffic,the project would temporarily reduce the amount of parking available at recreational facilities during the construction period, and so would thereby potentially affect recreational opportunities during that time,particularly at Site 2 (Central Library), Site 3 (Sports Complex),and Site 8 (Murdy Center). The project would likely be constructed in three phases at Site 2 and Site 3, which would allow users of the recreational facility to continue utilizing the Sports Complex during construction and installation of the Photovoltaic panels would not occupy the entire Murdy parking lot. In addition, construction impacts would be temporary. Therefore,temporary construction impacts would be less than significant. The project would permanently remove four total available parking spaces. Removing two existing spaces on Site 2 (Central Library)and two existing spaces Site 4 (City Yard)where the carports and inverter enclosures are constructed,would not be considered a significant reduction in available parking (see Table 6 for a parking assessment). Moreover, as discussed under item VI.f) and XI.d), changes have been made with respect to the designs at Site 3 Sports Complex and Site 8 Murdy Community Center to ensure adequate bus and RV parking and to ensure that the panels do not affect the recreational functionality of these sites. Page 44 Item 15. - Page 84 -766- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact Construction of carport facilities at the Sports Complex, Central Library, and the Murdy Community Center would result in shaded parking rather than parking that is marginally shaded as occurs under the current condition. This would not affect recreational opportunities, since shading would occur in the parking lots and would not shade recreational facilities more than under existing conditions. Operational impacts of the project would be less than significant. XVI. AGRICULTURE RESOURCES. In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997)prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. Would the project: a) Convert Prime Farmland,Unique Farmland,or Farmland of ❑ ❑ ❑ Q Statewide Importance(Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency,to non- agricultural use? (Sources:_ Discussion a-c: The proposed project would involve installation and operation of photovoltaic panels at eight municipal facilities. The project would have no effect on Prime Farmland,Unique Farmland,or Farmland of Statewide importance. In addition, the project sites are not zoned for agricultural development,nor are they under a Williamson Act contract. The project would not directly or indirectly result in the conversion of farmland to non- agricultural use. No impact to agricultural resources would occur. b) Conflict with existing zoning for agricultural use,or a ❑ ❑ ❑ Q Williamson Act contract? (Sources:_4--) Discussion: See discussion.a). c) Involve other changes in the existing environment which, ❑ ❑ ❑ R1 due to their location or nature, could result in conversion of Farmland, to non-agricultural use? (Sources: 4____) Discussion: See discussion a). XVII. GREENHOUSE GAS EMISSIONS. Would the project: a) Generate greenhouse gas emissions, either directly or ❑ ❑ 21 ❑ indirectly, that may have a significant impact on the environment? Discussion: Gases that trap heat in the atmosphere are often called greenhouse gases(GHG). Common GHGs include water vapor, carbon dioxide(CO2),methane(CH4),nitrous oxides(N200,fluorinated gases,and ozone. GHG are emitted by both Page45 a ® -767- Item 15. - Page 5 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact natural processes and human activities. Of these gases,CO2 and CH4 are emitted in the greatest quantities from human activities. CO2 emissions are largely by-products of fossil fuel combustion,whereas CH4 results from off-gassing associated with agricultural practices and landfills. Man-made GHGs,many of which have greater heat-absorption potential than CO2,include fluorinated gases,such as hydrofluorocarbons(HFCs),perfluorocarbons(PFC),and sulfur hexafluoride(SF6)(Cal EPA,2006b). Total U.S. GHG emissions were 7,054 million metric tons of CDE in 2006(USEPA,April 2008),or about 14%of total worldwide GHG emissions. U.S. emissions rose by 14.7%from 1990 to 2006,while emissions fell by 1.1%from 2005 to 2006(75.7 MMT CDE). The following factors were primary contributors to this decrease: (1)warmer winter conditions in 2006 than in 2005,which reduced the consumption of heating fuels,as well as cooler summer conditions, which reduced demand for electricity;(2)restraint on fuel consumption caused by rising fuel prices,primarily in the transportation sector;and(3)increased use of natural gas and renewables in the electric power sector. The primary GHG emitted by human activities in the United States is CO2,representing an estimated 84.8%of total GHG emissions(USEPA,April 2008). The largest source of CO2,and of overall greenhouse gas emissions,was fossil fuel combustion. C114 emissions,which have declined from 1990 levels,resulted primarily from enteric fermentation associated with domestic livestock,decomposition of wastes in landfills,and natural gas systems. Agricultural soil management and mobile source fossil fuel combustion were the major sources of N2O emissions. The emissions of substitutes for ozone depleting substances and emissions of HFC-23 during the production of HCFC-22 are the primary contributors to aggregate HFC emissions. Electrical transmission and distribution systems account for most SF6 emissions,while PFC emissions result from semiconductor manufacturing and as a by-product of primary aluminum production. Scientific modeling predicts that continued GHG emissions, at or above current rates,would induce more extreme climate changes during the 21 st century than were observed during the 20th century. A warming of about 0.2°C (0.36°F)per decade is projected, and there are identifiable signs that global warming could be taking place, including substantial ice loss in the Arctic (IPCC,2007). According to the California Air Resources Board(ARB), potential impacts of global warming in California may include loss in snow pack, sea level rise,more extreme heat days per year, more high ozone days, more large forest fires, and more drought years(ARB 2006c,2007c). How a proposed project might contribute to GCC and the overall effect of an individual project based on that contribution are still being debated. No statewide thresholds or methodologies for determining the significance of a project's potential cumulative contribution to GCC have been adopted to date, though some individual jurisdictions have adopted locally applicable thresholds. An individual project(unless it is a massive construction project, such as a dam,new freeway project, or a large fossil-fuel fired power plant) does not generate sufficient GHG emissions to directly influence GCC; therefore, the issue of global climate change typically involves an analysis of whether a project's contribution towards a cumulative impact is cumulatively considerable. "Cumulatively considerable"means that the incremental effects of an individual project are significant when viewed in connection with the effects of past projects,the effects of other current projects,and the effects of probable future projects. Estimate of GHG Emissions. Construction Emissions. Construction of the proposed project would generate temporary GHG emissions primarily due to the operation of construction equipment and truck trips. Emissions associated with construction were estimated using the California Air Resources Board's URBEMIS 2007 (Version 9.2.4)computer model and the California Climate Action Registry General Reporting Protocol(March 2007). Project construction is estimated to range from about 3 to 18 months per site depending on the site and the size of Page 46 Item 15. - Page 86 -768- Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact the installation. For a conservative estimate,it was assumed that construction would occur for 18 months (approximately 360 work days)at each site. The worst-case day of construction is estimated to generate approximately 1,739 pounds of CO2. Assuming this worst-case day of construction occurred for the entire construction period(360 days),the construction activity would generate an estimated 288 metric tons of carbon dioxide equivalent(CDE)units over a period of 18 months at each site. Therefore,the proposed project(including all eight sites)emissions would total approximately 2,304 metric tons in CO2 equivalency units(as shown in Table 9). Indirect Emissions. Operation of the proposed project would not result in indirect emissions of CO2,N20 and CH4 because the proposed project would not require the use of electricity,other than electricity used to manufacture the proposed project components. Direct Emissions. Emissions of CO2 from transportation sources associated with the proposed project would include one trip per year per site for maintenance activities(eight trips per year for all sites). Emissions were quantified using the ARB's URBEMIS 2007 (version 9.2.4)computer model,the California Climate Action Registry General Reporting Protocol(March 2007)direct emissions factors for mobile combustion,and emission calculations from-- CoolCalifomia.org(California Air Resources Board,Lawrence Berkeley National Laboratory,Berkeley Institute of the Environment,California Energy Commission,2010). As shown in Table 9,eight trips associated with-maintenance of the proposed project would result in one metric ton CDE per year,or 25 tons CDE over the lifetime of the_project (approximately 25 years). Project Benefit. The project would reduce GHG emissions through use of renewable energy as opposed to the conventional fossil fuel based energy that is currently consumed by the City. The project would result in a benefit of 358 metric tons of CO2e per year, or 46,850 metric tons of CO2e over the lifetime of the project(estimated to be 25 years), as shown in Table 9. This emissions savings is enough to offset CDE from 108,000 barrels of oil,or 625 tanker trucks of gasoline,or 358 cars/year for 25 years, energy use of 159 homes/year for 25 years, carbon sequestered annually by 399 acres of pine forest for 25 years. Table 9 Estimated Emissions of Greenhouse Gases Source Emissions Total Construction Emissions 2,304 tons CDE Total Operational Direct Emissions 25 tons CDE Total Project Emissions over the 2,329 tons CDE Page 47 -769- Item 15© - Page 87 Potentially Significant Potentially Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact lifetime of the project(25 years) Project Benefit 46,850 tons CDE Net Benefit 44,521 tons CDE As shown in Table 9, emissions generated by eight trips for maintenance activities per year and construction activities would be significantly offset by the generation of renewable energy. Therefore,there would be no adverse impact and project impacts would be beneficial. b) Conflict with an applicable plan,policy or regulation adopted for the purpose of reducing the emissions of greenhouse ❑ ❑ ❑ Q gases? Discussion: See discussion a). XVIII. MANDATORY FINDINGS OF SIGNIFICANCE. a) Does the project have the potential to degrade the quality of ❑ Q ❑ ❑ the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels,threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? (Sources:_3,4___) Discussion: The project involves installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. As discussed in Section VII,Biological Resources,the project does not have the potential to substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self- sustaining levels,eliminate a plant or animal community,reduce the number or restrict the range of a rare or endangered plant or animal with implementation of mitigation. Additionally, as discussed in Section XIV, Cultural Resources,with mitigation, the project would not eliminate important examples of major periods of California history or prehistory. Therefore, impacts are less than significant with incorporation of mitigation. b) Does the project have impacts that are individually limited, ❑ ❑ ❑ but cumulatively considerable? ("Cumulatively considerable"means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects.) (Sources:_3,4, 5__) Discussion: The proposed project would involve installation and operation of photovoltaic panels on rooftops and on top of proposed carports at eight municipal facilities. The project would have hazards and cultural resource impacts that require mitigation. With mitigation, impacts related to air quality, hazards, and cultural resources would be less than significant. Planned and pending development in the City would increase air quality, water quality,noise, and traffic impacts in the City. However,project specific impacts are either site specific(i.e. cultural resources and hazards)or are temporary (construction traffic)such that they would be cumulatively Page 48 Item 15. - Page 88 -770- Potentially Significant Potentially. Unless Less Than Significant Mitigation Significant ISSUES (and Supporting Information Sources): Impact Incorporated Impact No Impact considerable. In addition,the proposed project would not result in significant impacts related to increased emissions of greenhouse gas(GHGs)emissions. Rather the project would contribute to clean renewable energy production, reducing the City's consumption of conventional fossil fuel produced energy. This is a beneficial impact of the project and the project's contribution to cumulative impacts related to global climate change would not be cumulatively considerable. Therefore,the project's contribution to cumulative impacts would not be cumulatively considerable. c) Does the project have environmental effects which will cause QEl substantial adverse effects on human beings, either directly or indirectly? (Sources:_3,4, 12-15 ) Discussion: The proposed project has impacts that are potentially significant unless mitigated for hazards. Mitigation Measure HAZ-1 reduces these impacts to a level that is less than significant. The project would generate temporary additional traffic for construction worker trips and materials transport during construction,and is not likely to exceed an established level of service standard recognized by Orange County for designated roads or highways. Construction noises created by the project could periodically exceed noise standards established by the Huntington Beach Municipal Code. However,construction noise is temporary, intermittent, and is exempt from the noise ordinance provided it is not conducted between 8PM and 7 AM Monday through Saturday, or at any time on Sunday or on a Federal Holiday. Impacts related to construction noise are less than significant. As discussed further in the analysis in the sections above,the project does not have potential for adverse effects to human beings. Therefore, the potential for adverse effects to human beings would be less than significant. Page 49 -771- Item 15. ® Page 89 XVIII. EARLIER ANALYSIS. Earlier analyses may be used where,pursuant to tiering,program EIR, or other CEQA process, one or more effects have been adequately analyzed in an earlier EIR or negative declaration. Section 15063 (c)(3)(D). Earlier Documents Prepared and Utilized in this Analysis: Reference # Document Available for Review at: 1 City of Huntington Beach General Plan City of Huntington Beach Planning Dept., Planning/Zoning Information Counter,3rd Floor 2000 Main St. Huntington Beach 2 City of Huntington Beach Zoning and Subdivision Ordinance " 3 Regional and Project Vicinity Maps See Figures I and 2 4 Site Plans See Figures 4 through 31 5 Typical Carport and Inverter Designs Figure 3 6 City of Huntington Beach Municipal Code City of Huntington Beach 2000 Main St. Huntington Beach 7 Urbemis 2007 v. 9.4.2 SCAQMD Construction lookup tables in SRA 18 8 Geotracker search for leaking http://geotracker.waterboards.ca.gov/ underground fuel tanks, 2010 9 Comprehensive Environmental http://www.epa.gov/superfund/sites/cursite Response, Compensation, and Liability s/ Information System(CERCLIS) database, 2010 10 Investigations- Cleanups (SLIC)and Landfill sites, Cortese www.calepa.gov/sitecleanup/cortese list of Hazardous Waste and Substances Site 11 The Department of Toxic Substances http://www.envirostor.dtsc.ca.gov/public/ Control's Site Mitigation and Brownfields Database, 2010 12 City of Huntington Beach Tree Replacement for CEQA City of Huntington Beach Compliance Memorandum 2000 Main Street Huntington Beach 13 Ca Soil Resource Lab, 2008, Sodweb. Streaming, seamless 1.ittp:;`/caso.il.resource.lawr.ucdavis.edu;' interface to USDA-NCSS SSURGO and STATSGO Soil and GooglcTM Earth; Survey Products GAENVIROWCHECKLST Page SO Item 15. o Page 90 -772- Reference # Document Available for Review at: 14 Union of Concerned Scientists,Environmental Impacts of http://www.ucsusa.org/clean_energy/techn Renewable Energy Technologies ology_and_impacts/impacts/environmental- impacts-of.html. Electric Power Research Institute (2003). "Potential Health at and Environmental Impacts Associated with the Manufacture http://mydocs.epri.com/docs/public/000000 15 and Use of Photovoltaic Cells."Report to the California 000001000095.pdf. Energy Commission,Palo Alto,CA 16 American Solar Energy Society(2006)"Increasing the http://www.terrawattpower.com/downloads/I Productivity of Solar Photovoltaic Systems." SCE2006-99096.pdf 17 Union of Concerned Scientists (Accessed July 2010). http://www.ucsusa.org/assets/documents/cl "Renewable Energy Technology." ean_energy/psa.pdf 18 Energy Policy(2005). "Environmental Impacts from Solar Energy Technologies." 19 City of San Benito(2010). `-`Panoche Valley Solar Farm http://www.panochesolar.info/deir.htm Project Environmental Impact Report." http://www.savannahsa.com/documents/88 20 Dr. David Hoare(2010). "Proposed Waterberg Photovoltaic 6/7.%2OAppendix%20F%2OEcology.pdf?P Plant." HPSESSID=694c2a5cO34ceaffOc2bbaea7 - 56a9d4f 21 Jha,AK; Dr. Thakur,AN; Dr. Seksena, SBL(2008). Journal of the Institute of Engineers, Volume 89. Page 51 -773- Item 15. - Page 91 Attachment No. 3 Summary of Mitigation Measures Description of Impact Mitigation Measure BI0-1 MBTA Species. Prior to the onset of ground disturbance activities, Migratory Bird Treaty Act the City shall implement the following mitigation measure which compliance entails nesting surveys and avoidance measures for sensitive nesting and MBTA species,and appropriate agency consultation. Nesting habitat for protected or sensitive species: • Vegetation removal and construction shall occur between September 1 and January 31 whenever feasible. • Prior to any construction or vegetation removal between February 15 and August 31, a nesting survey shall be conducted by a qualified biologist of all habitats within 500 feet of the construction area. Surveys shall be conducted no less than 14 days and no more than 30 days prior to commencement of construction activities and surveys will be conducted in accordance with California Department of Fish and Game (CDFG)protocol as applicable. If no active nests are identified on or within 500 feet of the construction site, no further mitigation is necessary. A copy of the pre-construction survey shall be submitted to the City of Huntington Beach. If an active nest of a META protected species is identified onsite (per established thresholds), a 250 foot no-work buffer shall be maintained between the nest and construction activity. This buffer can be reduced in consultation with CDFG and/or U.S. Fish and Wildlife Service. • Completion of the nesting cycle shall be determined by a uali ied ornithologist or biologist. BI0-2 Tree Replacement. The trees shall be transplanted by a qualified tree Tree removals service to be approved by the City of Huntington Beach Public Works Department. The relocated trees shall be maintained and guaranteed to be alive and thriving after four years by a qualified tree service or arborist to be approved by the City of Huntington Beach Public Works Department. The trees shall be surveyed every six months for a period of four years as to their viability. The survey shall be submitted to the City for review. In the event that any tree is determined not to be surviving, it shall be replaced with the same type and size of tree. A letter shall be submitted from the applicant stating that the recommendations of the Consulting Arborist will be followed. CR-1 Central Library Design. The proposed design and placement Historic Resources of panels upon the rooftop of the Central Library (Site 2), shall be undertaken in a manner that would prevent the panels from being visible to observers on the ground such that the installation would not change the appearance of the building for the majority of viewers (excluding rooftop views). The installation shall be designed and installed in a manner that does _J Attachment No. 3-Page I Item 15. - Page 92 -774- not prove injurious to the landmark structure both during construction and in the long term during operation. A historic preservation professional shall be consulted during preparation of the final design and shall provide a letter documenting that the design meets the intent of this mitigation measure. The letter shall be submitted to the Director of the Planning and Building Department for review and approval prior to issuance of a grading permit. CR-2 Archaeological or Paleontological Resources. If archaeological Archaeological/ or paleontological resources are discovered during ground- paleontological resources disturbing activities,all construction activities within 50 feet of the find shall cease until a qualified archaeologist/paleontologist evaluates the significance of the resource. In the absence of a determination, all archaeological and paleontological resources shall be considered significant. If the resource is determined to be significant,the archaeologist or paleontologist, as appropriate, shall prepare a research design for recovery of the resources in consultation with the State Office of Historic Preservation that satisfies the requirements of Section 21083.2 of CEQA. The archaeologist or paleontologist shall complete a report of the excavations and findings, and shall submit the report for peer review by three County-certified archaeologists or paleontologists, as appropriate. Upon approval of the report,the City shall submit the report to the South Central Coastal Information Center at California State University,Fullerton,and keep the report on file at the City of Huntington Beach. CR-3 Human Remains. In the event of the discovery of a burial, Archaeological resources human bone, or suspected human bone, all excavation or grading in the vicinity of the find shall halt immediately,the area of the find shall be protected,and the Applicant shall immediately notify the City and the Orange County Coroner of the find and comply with the provisions of P.R.C. Section 5097. If the human remains are determined to be prehistoric,the Coroner will notify the NAHC, which will determine and notify a Most Likely Descendent(MLD).The MLD shall complete the inspection of the site within 24 hours of notification, and may recommend scientific removal and non-destructive analysis of human remains and items associated with Native American burials. Page 2 -775- Item 15. m Page 93 Huntington Beach Municipal Photovoltaic Project Initial Study/Mitigated Negative Declaration 7. Glendale.." 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'F y S v Is F Y*. t. r "• rr >r s a? .,. i y, k Asa, 1;"- f a i1 ro, J ... L — CIVIC CENTER PARKING D-SAWTOOTH BAYS VIEW 4 CIVIC CENTER PARKING D-SAWTOOTH BAYS VIEW 5 CIVIC CENTER PARKING D-SAWTOOTH BAYS VIEW 6 VIEWS OF PHOTOVOLTAIC PROPOSED CANOPIES AT CIVIC CENTER PARKING LOT D " ss r � r V}�� ,gin, ...° .r• : ...,�" ,r R t , CIVIC CENTER PARKING C&D CIVIC CENTER PARKING C&D CIVIC CENTER PARKING C&D INVERTER ENCLOSURE DESIGN•VIEW t INVERTER ENCLOSURE DESIGN-VIEW 2 INVERTER ENCLOSURE DESIGN-VIEW 3 ' flKa' fpe• K 5 �'ALV ka y i II`r :)f carports and inverter id approval by the ming Administrator. '" u. n . � � �� � ,; err � . • r y { , $ , ? y "Um f Y L`�°•:. 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POIrj� I;f E. BUILDING 04 u .. Al 7, .... A2 3 1 s 61. T I15 82 r Z 83 2 ' SD 2 i DETETION . 5 BUILl1G N r, W •iµ, s d, �y'u 0 40 80 �. y. Scale in Feet T ,5 LED PERFORMANCE SPECS WN» . MANUFACTURM MODEL #OF LEDs � Sysw=wo bs Nabs orrf ' r•wr 304 SERIES LED PARKING BETALED STUCTURE - TYPE V 40 3310 48 152,000 �r WIDW IA 4-,.rA 1 Pnlir P R, 11 1 11 ®�� �waawrra•a^� �w��.��w '� 7 .ate � �': 11 1 11 �r IN 11 anXa w' as 11 a�&3✓ c A; � &.� a 11 1 • /1 t+�max«.®x.xmew�an: a..eww�Daaxwaxem // ® 1 • 1 1 1 7 1 1 / • /' 1 1 1 1 1 1/ 1' 11 1 1• 1 1 � Y::wT x�. ,�abas.*a. >aac:cxaaxrm. ••/'1 1 1 1 1' a.�a� u�x� xn a�ux5s re.m A 1 'xAt Mpxtxavb4� xxxss % x�ax 1 ` alb �' � t • ° �a+m�aene /P ag a'4444 ` aa��'4 w Em'3„� s.�sp �`�edma�.� a:i� mow"«• �.n av���xv� ggtba;4 'ba®4 .�$a �{�'� a4g4 ���4 � �. � �a«m. 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SATELLITE VIEW BAY R1a (,oe PVL=f4o} BAY R1b (132 PVL-144) N W F i€ 3 jE_ F is j .. .E Eel .j S LEGEND: 0 20 40 Scale in Feet SOLAR LAMINATE NOTES y 1. SOLAR LAMINATES USED IN THIS DESIGN IS UNI-SOLAR PVL-144 WITH DIMENSIONS OF 216"L X 15.5"W. GAP PROVIDED IN BETWEEN PANELS IS 1-1/2. BAY R2 (,ae PVL 144); 348 UNISOLAR PVL-144 SOLAR LAMINATE = 50.1 kW £ \ , s� ! r , w $AY f AYE'- K e j E M>S T I N G +L I B R A R Y 5 9AY A& BAY Mb BAY A3c BAY ... _. FJAY A4, BAY A4 Y l BAY MC'��.> .,. MY41. 1 r , z, 4 r �d ,M 2 ' C 1 fi f1 " 51 R.Y E 4 k NOT 91 '€,.a .; °Y •'�. ,'Ef W' � _ PH E °•'�i7AS ,Cf t s ...:�-/ -,. �' J j. ., ./.,, W,3+ Pic,} i _?-A� O-'"'•� ..-'-...""'"'.-.. ,. 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BAYE2g EW �" '��©� 4"•k O y C Fa =;>: '.i7�6'.�p�4, a 4 ,...:Q g �., $ .... '\T��� ;�•Y'''k +.a \V ''._... f s\ .61 ei , 3 x o� g \ 3 ? - LLULNU: BAY Ai SAYA2a, SAY A2b ................. BAY AZc BAY A2d" BAY-Aa- 'BAY A3b BAY Me, BAY AM -Z All, BAY Ma BAY'A4b,? BAY A4c BAY,.,, 41 V A PHASE A -HASE f . ...... ............ 0 7— Ne" IIN�',�WtO^.Tg PI ry Z, BAY E-lb­ .....Mae--,j' A;p 71, x ��L 0, J:1, Y-Elo, AJ J N �X ....... .......... N. 4r ............ —V ro .......... ex H �Odw":3' N 4:41 Zl' E r - TRAL LIBRARY- FLAT BAYS VIEW 1 CENTRAL LIBRARY- FLAT BAYS VIEW 2 CENTRAL LIBRARY- FLAT BAYS VIE RPM x i x3 ' , -77 777— .w y �i > 0^1(a�ia4• l^.»:,dam-..,�...", TRAL LIBRARY-PEDESTAL DESIGN CENTRAL LIBRARY-SAWTOOTH BAYS VIEW 1 CENTRAL LIBRARY-SAWTOOTH BAYS VIEW VIEWS OF PHOTOVOLTAIC PROPOSED CANOPIES AT CENTRAL LIBRARY PARKING LOTS k � f ��C - y j 411 max' j � x z 9p� ( fi y x � '�'�5, ':.. ,. �,�„l � �� ...,,n„ .,'��� r .,,��' ��a, � �� ?•�.`��� � ... "Y�'�....:.�.wF r`�. .,.e� j.. �.>.. ,�`, - .. .,....,ram../ �.� ,. ��.,� S Olt � 3 INVERTER BUILDING-VIEW 1 INVERTER ENCLOSURE-VIEW 1 `10,Wou 30 r s \ 3 PROPOSED INVERTER 1AND ^LOSIRE C N - T W le 0/ BAY C4b10 f ~r @ijG x 336 I f / BAY G3j cs 3 EM u6. e BA Ntltkit r5 BAY C2 BAY D2 MENI �o Y ts �&I l3AY C9b BADib � � r a ., 1 ® ?mJ s YDe r 44 c, w i ,4*4­ jf 1 SA a _ 4,074 SW230 TOTAL PHOTOVOLTAIC PANELS = 937kW an fiw;i ti; p so ® Note: me final design, colors, ai -g � �.k:., (.,: inverter enclosures ar ;j by the Design Review _.. . -tAr AN€:S arN s 1n:T Administrator. ' AW100M MPE IPANU,S W01 15' 1�T me M �'L f�. "J'..'FIMY F9wNU S Wk7kf 5''61kC EEEEEM an MM an EM' P r LE 1. PHOTOVOLTAIC PANELS USED 8N TN:S UESION IS SCUtRPORLD SW230'MM OVERS40%OF 65.94% X uBAi"W, CAP MVIDED IN BETWUN PANELS IS 1f2'- ' aso 2.!q `t`�i ; 2. MAX ER40OW ANOU IS i'l' hRRAY U-1 FOR VW 00TH AND rLAT PANEL CYPES tS 5% x 0 55 110 At Scale in Feet YC4a \, r'l yK % BAY CO HAY `p � s ✓� �! �v TYPE "` A ygP DIAMETER AND HEI BAY C2 HAY f32 BAY C a l71a Y �A may.' `i 7 t t :3 :a b r_ 8A C1'b BAYClttr REATiPrE -r ,t r 1- - ',.'^ ✓�� a.' .a REMOVE/REEOCA E. ... ---REMOVE/RELOCATE � , F EKfST€NG'ttPE A',REt'S •• "J'� '�� ,t Evmc TIPS-C'TREES EXISTING'TXPE C'TREES {iY?sF TOt :;f r f{� -* fi4- ;�\�\z {�P.CE-4) ..._._.. - (fl'P,.OF 57 DIAMETER AND HEI TYPE'B' REMOVE/RELOCA€E �GVL �. E7((SIING`fTPE C'>'Y::S OTHER TYPES .✓ or#) TO REAL N 'TYPE C' -TYPE B" "iYf'E A' EXISTING TREES TO REMAIN ;..F '�... 8 Li 'TYPEC' -TYPE 7' 'TYPE A'. TREES TO BE,MMMED REMOVE/Rs,.00Asc f DIAMETER AND HEI 4G TYPE R iREEa, t3 S Y CF �— t ����,�•. � 1 1 EkISTIW TREES Tp 6E RE1fOvE4/RELCCATEp _ /- TYPE AS NOTED L____ __7 PROPOSED PV PANEL OU2LINE Q X�'�(r - 1 49 w BAY C48 _ .X F 5 j BAYCB k 4 ` > ° ? B�AYC4b � �• � v .,, ? r ti `, 1 .. ` � _i. � �.JsIAS �t,fJ:��2\5 :,r� f�'et': � r �n � r;, BA ,02 �r �, ; ; �� .ni� t ; too,>j� E\�.Va •% \A s.. ,fi t}(S f''^a ^9 'S�.- .: t �� � t ,+'a `V�a`.N�' ��-9//Of���✓�.. ;:, t aft as ' � A ..•, 4 Y� ✓' ..a _ - ., i _ :..� t ✓ mot'••.,• �b �" .1,. `_�J r ands ` BAYD18 BAY Ci - ,,q .:r r �;t � o•; �. ...� tea.. �,�`. � ° � d r ,� � -� Z 5�o., � t' - S a._.. e___$ n - C v""'•`_3 �a �u_"•`.r'ti1� _ - / 11 � 4t p Wd °r ' BMIY{.1 BAYDIb ° jJ bendw t r > at ..,a a '4'ik... ,sro COMA WOTi IC -„ "... .� 4, _ m O e too NYC :2 = £ 4 TOTAL NUMBER OF PROPOSED COLUMNS=225 10 fs � Site 3, t v M 70: �..� .......,.,,.,_,,,,, ..,• w _.A a ° E a2 126 3 __. _ _..__ - ". �. Gs ... � � - 686 S � 3 � �eS � F0, 157.76 PowerGate (w G 7} 02 126 210 kW —Type w f3 70 -. E C iIc 15$' S E — BAY G ° 68 y F �' A I I g ' b ` 1 a i XSTb 6UIWMG f FIAT PANELS WnH`✓I''-F t � a I d C "uNF7G M Ti, ANEiS AR7 5 Ta<.T � Y B -" wAr�ur.PAWLS VD1 5 TV AT MENEM NOTES ` I I I I Eii t . t, as MOLTAC PAWLS rs[ft K:HIS DE"IS x SOW#MRLD cavmmNew yst,v � C7 rRWoonSxEv sar - ws s wa:w MILE Is Ix Y q' y. 00Y III, FOR SAWWIN ANO Fw I Awt"S 5 V, 6kS1AK. N REIY�f,EN 5kWtU5tys.MruT5 6 t-8' N EACn aA r 7 FAY ICU xt:£t OR u( ';GPAE''E!iS E EA PAUI'G LOT BAY BULL HAVE T'W3 FIRE E%I'£,,A uC xco At EAGit END t s "� }g r•— PWVV SO`XYA %Va.FOR WI,0AY AM SVINACE ""• C}R e: €� .°..e.._. _ �.._._....._. +•;j {`$A p ( 5 At NMI,SIDE Of W W. OR SACCI TM N CANOPY W . 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(E)DOUBLE LUMINARE POLE LIGHT TO REMAIN. }{4 . . 0 I �, wq e r r j CITY YARD PHOTOVOLTAIC SYSTEM CITY YAR`D'PHOTOVOLTAIC SYSTEM c' }3 _� eZ � M• k -' his. \�� ��� g, l F,. w rr r: r',: .. •,.,yam , CITY YARD SINGLE BAY AND DOUBLE BAY VIEW CANOPY PEDESTAL VIEWS OF PHOTOVOLTAIC PROPOSED CANOPIES AT CITY YEAR PARKING LOT b *v- q r a $ y c f a e 1 r r�'!i t watwa r JVERTER BUILDING FOR PARKING LOT AND BUILDING"B"INVERTERS INVERTER ENCLOSURES TO MATCH MATCH(E)FENCE (E)STORAGE AT BUILDING"C" i+fTv vw nn of III nnInirLing ^C-1 mr_ nr_ninuo IV ...__ ti. v tiff:; _..:__...,.___........,.....,......._._____._._.___.._._.___._ .s..�,A_ � , i _�• , 3 k PECK RESERVOIR j 7 2 3 8 1,080 PVL-144=156kW ' PROPpS±A N3+ER1C l4GtI!pK ..,__ m�215YAMMM Mill tx i f.. SAT 6,11111 %� 1 1 E - _. 111I. �- '- �' 'R� t 1 L� E'N,..6 Y�y',w.a�� !1T ----------- f , S ` z _ _.w tt� r P i 1­0 �KO i k � r� f 1 � E( �. 4 _ z SPR NGDALE RESERVOIR ( I � i I � F _. .._........ . _ t r c i i jii _.�.. .._.... - 1 Scale i 1 C1 r 7_ i et, ' e`rtta�t^�i.ca auras AAA e k ara :Y i a "i '._-...... S ' Y C4-' hC:. ✓OF ...fiV£'r iFm.t�➢tA. _...._ --.._ ... ....... .--.. ...... — '-- — 0'fJ' __ .... / 1 P.L. —2�1 S8s'za'3s"W 565.Oo' IRE 5 1 17 it T I A L_JU._e G I V S I G N � ... _ _. ...... ............ _ .._ _ i MCA I 4 Cs j( J 4 A.C. OVER RE5ERVO!k .� ... -- " ! aa• . li F'UN!' .i(A'(IUN F.F. 65.50 RESERVOIR ACCESS oJ (- (TYPICAL Of 6) CN 10 157.27. I110.9,i 564is ' �-. i ,RAIN wi 4-4 IFR : �r I a:q r ,r _........ .....—.... N FIRE STAPON M W &NEW l i L.•. i . f ?° ._ C 1 j(ESEf4Yf3tR"'�UtAtl�S ( r -- \ ® ® fr L Q I Scale in � i . ........... I E PANELd TOOTH E " 1 1 gg C � ...... "'��'•� \ _ Rti ;/ 1 \�y,,:: ,.....::.:... y SA, ' 'N17H'5-TILI ttt ,_ 9;r ~\ —•t"AAC. OVER \ s v I re I t � it ..'.., � - v � UUiWDRLD -PN�� P R I7�5 0391GNj 5 SO ..... h'l i SW WITH'C NEB !USED $4` I 47 , PSHy E�_ w PANE IS /2"1 j _.... iU�vcs 3. ARRAY FOR SA AND IF T!P EL=TYPES-IS 5'. TRACT BOUNDARY —1— U ._. NIT AND "_ u _._ ._. _._ _................ SR'60F ACCES�C cEESq —. .. S _ / 565.00` ;. _ _. _........ ``_ 1 tyPRpo1� —/` qR Y$IS .7 dR ND M U S$9 r$ 15 W ____. — — o StOEWALf< T o n000 y a khv yo o� ' _.. _..... ... _..... —. _...... ro _......_....... __.., — ` OVERLOOK DRIVE . --� I •� er I mIP O 0 0 0 0 s< )N HEED 0) REMODELED ADMINISTRATION BUILDING 4 l I 8389 SF 3 'FRONT 30 130 V-B CONSTRUCTION ' t k E F I f Di I aPly k I � fr ra!j�i7 if tl"`t E Jllu - ,I E EXISTING ; I RADIO j T-1i I! jF--UFLI�TG_]f OWER � � .. ESl ANCI I SATELLITE VIEW(E 1 30'FRONTAG DEED LINE ze I 25'FRC = FONTA 364 SW230 TOTAL PHOTOVOLI -.. . �A E>30 I I c �v RED EC I IPMEN STORAUE LEGEND: — ING 2EUUIPMENT STORAGE 2626 SF i _ OPERAT. FLAT TYPE PAN. 30'FRO TALE i BUILDIP\ -- V-B COr � NOTE S ON' pp�+y f/� tp L J!�.1 1, P tO7C144'XTAIC P0:ELS GAP.'Mov.,D'EO IN RELY 1 2, MAX SWWW ANOLE PS 3, ARRAY TILT FOR.-SAWTO w, r I 0 25 90"FRONTAL 2 � t Scale in Fe( .,. _ .,l F ASSU I T� ttT)CN AN-0 k1i t i t Ht.t.RS,RJCY.CN tLl I v.KCW:5tRUCTIestl W.,..y ,,,,;;N r I _.... .i.. .w. y... p .... ........ :._.._ _....... _.._ Eli �r 1 D �tG .., EGtU ahi ii LNEA6,E £ , 7§+¢1.6F' ,...,,.aL4LW4,,, ,.,.... i �,�. x• fir,t .8G^hFt.C;.,, Gf'EkhT.GtiS a f 6t ;sss'+° "'mom )erg S ,a `K .d`,{, ,. •a 4W.JVfjUSC ,/. Q ., ._......... a........ ... ...........,.,.....»y:ti'C5)N&T J per) .__ ' ! -t , 4 ' , :y Bf tl S+ G,.ea £ ,.z u°a . a- a r ,� — r �: 1 _ � >` 000sco urCx€n SM SW Mo.%wELI— CAW ICON as77 s -g3•—•— I zm { isL7, .s•, —_....—'..'—"——.—. zAt4Tk3C'F,A4''�'AiiG4 i' „�.... �'d I v,sctnsrTrla� f. , �-14- -—----—------ r W . ,. /% '-.// - - ✓ ', wxx rit era. i f Ei�L 8 �i SDI r / SITE PLAN 2 PROPOSED PHOTOVOLTAIC LAYOUT ON ROOF OF EXISTING WAREHOU Scale:1"=100' ° Scale:1" 1 , L GEND: 260 PVL-68 TOTAL PHOTOVOLTAIC PANELS= 17.7kW NOTES PHOTOV00AIC PANELS USET?.IN THIS DESIGN IS SOLAR _ SW230 WITH OWENSIONS OF 65.54 X 39.41 S. 0- mmq OAP PROVIDED IN BETWEEN PANELS IS 1/2'. 2. MAX SHADOW ANGLE IS 17 " 3. ARRAY TILT FOR.SAWTOOTH AND FLIT PANEL TYPES IS a, SOLAR.LAMINATES USED LN THIS DESIGN IS UW-SOLAR PVL.144 WITH DIMENSIONS OF 216"L X 155 W. GAP PROVIDED IN BETWEEN PANELS IS i-112*. �r NOT IN CONTRACT I'I 1 p' ( i ?Y<,bYS YIE 1'x Vll"s £,. i, �77-7 ---------- .,.....„ ,, .,.....,....,. ,.,.............«... Lu r. `a a i 1 k �I it j f BA - _ j I ' SATELLITE BAY c $4 1dOGU ES TC LEI NOT IN CONTRACTCEu r t 1 .. w uu � LEGEND r FLAT PANELS WITH 5' TILT t SAWTt10' TH TYPE PANELS WITH t 1 ,... Jf NOT �` � �� _ DUMMY`PANELS WITH S' TILT ,. U_.lw5 n ;., a s �� ..f pitWr'.. !":.. ,s,�,.: ,r- .. >� ED TYPICAL DISTANCE 1N BETWEEN ARRAYS 1 TYPICAL, DISTANCE BETWEEN ARRAYS� t+:� m.::'; _.� „� � i � � 1. DISTAN !N RRAY I � - TENTATIVE LOCATION FOR i p f [ W �� RR,,; f i gg NOTES r .. 0 35 70 1. PHOTOVOLTAIC PANELS USED IN THIS g Scale in Feet SW230 WITH DIMENSION Of 65.94°L.X � .GAP PROVIDED 7N BETWEEN PANELS i� EXISTING TENNIS COURTS 2. MAX SHADOW ANGLE IS 17 `o\ .. {, s ,`" t s�JT iN.0013t12ACT 3. ARRAY TILT'FOR SAWTOOTH AND.FLAT gW),In TOTAI PHnTOL. ,i TAIr PAKIR R 19;kW ATTACHMENT #5 -807- Item 15. - Page '125 I ADDENDUM#1 —JOB WALK ATTENDEE LIST REQUEST FOR PROPOSAL FOR MUNICIPAL PHOTOVOLTAIC SOLAR POWER PURCHASE AGREEMENT CITY ADMINISTRATION CITY OF HUNTINGTON BEACH RFP Released on JULY 8, 2010 Addendum Released on JULY 19, 2010 Item 15. - Page 126 -808- NAME TITLE COMPANY PHONE EMAIL Roupen Tanielian Field Project Mgr Ivy Electricla 818.545.7997 ranielian@earthlink.net Rex Souders Project Mgr Telth America 714.973.6233 rexroof@aol.com Luke O'Dea Manager Design Eng. Uni-Solar 213.280.0858 locka@uni-solar.com Jeff Edwards Project Mgr Stronghold Eng 951.684.9303 ieffe@teamsei.com Rosie Sarnano PE Stronghold Eng 951.684.9303 rosies@teamsei.com Sam Youneszadeh Solar Mgr Sun Edison 949.267.1811 svouneszandeh@sunedison.com Sara Mostafavi Project Mgr Solex Energies 310.856.3698 Sara@solexenergies.com Ken Mariscotti Project Mgr Rossendin Electric 562.822.2125 kmariscotti@rosendin.com Nicolas Hsieh Asst. Design Eng. KOA Corporation 310.279.3002 nhsieh@koacoproation.com Tony Wu Project Development Solex Energies 310.856.3698 tone@solexenergies.com Robert Broghoziun Manager KR Electrict 818.209.4424 krelectric2lth@yahoo John Saliba Vice President FTR International Inc. 714.389.5656 isaliba@ftrintlinc.com Aubrey Vena Business Development Mgr Kitchell 909.724.4119 avena@kitchell.com Mike Verhagen Project Mgr Sun Edison 949.289.0449 mverhagen@sunedison.com Dale Gauthier AVP AECOM 858.947.7152 dale.gauthiier@aecom.com a Andrew Agopian Senior Mgr AECOM 213.330.7249 andrew.agopian@aecom.com 1 9 • Joe Gardeski Sr. Pro Dev. Mgr. Sun Power 949.581.6022 ioe.aardeski@sunpowercorp.com ® Quang Nguyen President Q3 Inc 714.465.5200 x101 gnguyen@g3inc.com Randy Castellanos Product Training Specialist Solar World 805.377.0107 randy.castellanos@solarworldusa.com Marius Curcurn CEO Tierra Institue 714.717.6207 mcpx@tierra.institute.org Rich Catipon Project Development Dri Energy 947.266.3854 rcatipon@dricompanies.com David Lentsch Director United Solar Ovonic 858.210.2162 dientsch@uni-solar.com Sean Stewart Marketing Mgr MTGL Inc 714.632.2999 ssteward@mtglinc.com Jeff Coleman Estimator Morrow-Meadows 909.664.3657 icoleman@morrow-meadows.com Chan Park Electrical Engineer Quantum Techno 949.399.4567 cpark@gt.com �. Jon Cerino Project Developer Borrego Solar 858.945.3369 jcerino@borregosolar.com Ryan Labrom VP OPS Amsolar Corp 760.230.0597 ryan@amsolarcorp.com Troy Hinds SAE SPG Solar 760.435.0767 troy.hinds@spgsolar.com wh Heidi Nelson Project Coordinator SPG Solar 760.305.2148 heidi.nelson@spgsolar.com P Brian Quock Regional Sales Mgr Siliken 310.738.1451 brian.guock@siliken.com e Dale Schmidt Project Mgr Sun Belt Electric 818.726.5234 dschmidt@accoes.com °® Tom Hersh CFO Tierra Institute Int'I 949.903.3403 th@terra-institute.org M ATTACHMENT #6 Item 'I5. - Page 128 -810- A. Summary of Sensitivity Analyses - Overall Solar PPA Portfolio CaseAssumptions ,. . First Year Renewable Business As SCE Energy % First Year 20-Year NPV Usual Escalation Credit Value Demand Net Savings of Net Savings Electricity Case# (Annual) per kWh Saved after REC($) after REC's($) Cost$ 1 (pessimistic) 3.5% $ 0.005 10% $ (16,054) $ 397,718 $ 949,264 2(average) 4.5% $ 0.010 15% $ - (5,862) $ 1,550,381 $ 958,436 3 (optimistic) 5.5% $ 0.015 20% $ (4,020) $ 2,813,491 $ 967,608 -811- Item 15. - Page 129 �w Bs}\ Item 1 5. - Page 130 -812- ATTACHMENT #7 -813- Item 15. - Page 131 POOL NP WIN .^� < qp? _ s o, MOM 0071 s r5, l'rY S p AWE-tY 0 g ,, did u �4 a av Row r � � -\ t �V efi.� 1 h, :t`%;:,,Y br+' k SE.M 3� �r,N,..,,. S•,, I WI; 711 � Y All 0 1 a r,ovve, i-w u Kmaii, e ernenital P ED: fA UnLy (Of FlUntir q t o n IS:-'e EE) ph L e e al Soj ,.�:.; r a its' v „ z� � . n k ' fr Ste\, >" r� w as 'a aam, Xmiw, �x elk w 3 h : vVW .. ij Nt wy x^ 21 x„ • a'z`i,.•. .'. E 1 iko 5� �7 o "�' ,:sP s `zs� � •� sn.,;'% � r � � �;:r9 dr �• � ," ,�. 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Ow W ATTACHMENT #8 JL- Item 15. - Page 154 -836- CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 DESIGN REVIEW BOARD Phone 536-5271 Fax 374-1540 374-1648 NOTICE OF ACTION July 9, 2010 Jairam Agaram 128 Auburn Court Suite 106 Westlake Village, CA 91362 APPLICATION: DESIGN REVIEW NO. 2010-017 (CIVIC CENTER SOLAR PV SYSTEM) APPLICANT: Jairam Agaram, Digital Energy, 128 Auburn Court Suite 106, Westlake Village, CA 91362 PROPERTY OWNER: City of Huntington Beach, 2000 Main Street, Huntington Beach, CA 92648 REQUEST: To review the design, colors, and materials of proposed carports with solar photovoltaic panels installed on top of freestanding carports in the North and East parking lot areas of Huntington Beach City Hall, as well as rooftop photovoltaic arrays on the roof of the Police Building. The request also includes inverter equipment enclosures at three locations throughout the property. PROJECT LOCATION: 2000 Main Street, 92648 (east side of Main Street, south of Yorktown Avenue) DATE OF ACTION: July 8, 2010 The Design Review Board of the City of Huntington Beach took action on your application on July 8, 2010, and was recommended for approval to the Director of Planning and Building. On July 8, 2010, the Director of Planning and Building approved your application. Attached to this letter are the conditions of approval of your application. Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance, the action taken by the Director of Planning and Building becomes final at the expiration of the appeal period. A person desiring to appeal the decision shall file a written notice of appeal to the Secretary of the Planning Commission within ten calendar days of the date of the Director of Planning and Building's action. The notice of appeal shall include the name and address of the appellant, the decision being appealed, and the grounds for the appeal. A filing fee of $494 -837- Item 15. - Page 155 DR No.2010-017 July 9,2010 Page 2 of 4 shall also accompany the notice of appeal. In your case, the last day for filing an appeal and paying the filing fee is Monday, July 19, 2010. Please be advised that the Director of Planning and Building reviews the conceptual plan as a basic request for entitlement. The action taken by the Director of Planning and Building does not presume issuance of building permits. Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void one (1) year after final approval, unless actual construction has started. It is recommended that you immediately pursue completion of the conditions of approval and address all requirements of the Huntington Beach Zoning and Subdivision Ordinance in order to expedite the processing of your building permit application and the completion of your project. The conceptual plan should not be construed as a precise plan, reflecting conformance to all Zoning and Subdivision Ordinance requirements. Please note that there may be additional requirements prior to commencement of the project. Excepting those actions commenced pursuant to the California Environmental Quality Act, you are hereby notified that you have 90 days to protest the imposition of the fees described in this Notice of Action. If you fail to file a written protest regarding any of the fees contained in this Notice, you will be legally barred from later challenging such action pursuant to Government Code §66020 If you have any questions, please contact Hayden Beckman, Planning Aide at (714) 374-5317 or via email at hbeckman(aD-surfcity-hb.org or the Planning and Building Department Zoning Counter at (714) 536-5271. Sincerely, Tess Nguyen, gecrErtary Design Review Board TN:HB ATTACHMENT(S): Conditions of Approval — DR No. 10-017 c: Honorable Mayor and City Council Chair and Planning Commission Fred A.Wilson,City Administrator Scott Hess, Director of Planning&Building Herb Fauland, Planning Manager William H. Reardon, Division Chief/Fire Marshall Debbie DeBow,Acting Principal Civil Engineer Gerald Caraig, Permit-Plan Check Manager John Tillotson, Property Owner Project File n-\nFSir,N RF\/IRAr RnARn\NoA\2010\DR 10-017(Civic Center Solar PV System)2000 Main 07-08-10.doc Item 15. - Page 156 -838- DR No.2010-017 July 9,2010 Page 3 of 4 ATTACHMENT NO. 1 CONDITIONS OF APPROVAL DESIGN REVIEW NO. 2010-017 CONDITIONS OF APPROVAL - DESIGN REVIEW NO. 2010-017 1. The site plan, floor plans and elevations received and dated June 7, 2010 shall be the conceptually approved layout and design with the following modifications: a. Pages G1 & G2 - Inverter enclosure#3 shall be fully enclosed of the Type 1 design. b. Page G2- Note Type 1 enclosures of inverters #2 and #3 shall match the existing City Hall Building colors and materials. c. Page G2 - Note Type 1 enclosure doorway accent materials and enclosure #1 fencing shall be of composite material and be--of similar color as the originally proposed cedar wood element. d. Page PV2 — Identify which on-site trees are to remain unaffected in any way by the implementation of the project. 2. Trimming, removing, or replacing on-site trees is subject to the review and approval of the Director of Public Works. 3. All tree trimming shall be subject to ISA standards. 4. Trees determined to exceed ISA standards shall be removed from their location and replaced with a 36" box tree at the required 2:1 ratio. 5. The plantings in the island areas that are nearest to the carport structures shall be shrub forms. Selection of shrub forms shall be based upon the shrub's tolerance to full sun, partial shade, or full shade. 6. The revised irrigation system shall meet the requirements of the Water Efficient Landscape Requirements, HBMC 14.52 and modified to work with the revised hyrdozones created to accommodate the new shade patterns of the solar panels and carports. 7. All supporting facilities such as inverters, enclosure materials and layout design shall be reviewed by the City of Huntington Beach's approved Consulting Arborist. a. All trenching required by the project shall be kept beyond the drip-line of existing trees where feasible. b. If unfeasible, trenching required by the project within the drip-line of existing trees shall be bored under the root zone. c. The Consulting Arborist shall stipulate where trenching and boring shall occur. GADESIGN REVIEW BOARD\NOA\2010\DR 10-017(Civic Center Solar PV System)2000 Main 07-08-10.doc -®39- Item 15. - ■ age 15■ DR No.2010-017 July 9,2010 Page 4 of 4 INDEMNIFICATION AND HOLD HARMLESS CONDITION: The owner of the property which is the subject of this project and the project applicant if different from the property owner, and each of their heirs, successors and assigns, shall defend, indemnify and hold harmless the City of Huntington Beach and its agents, officers, and employees from any claim, action or proceedings, liability cost, including attorney's fees and costs against the City or its agents, officers, or employees, to attack, set aside, void or annul any approval of the City, including but not limited to any approval granted by the City Council, Planning Commission, or Design Review Board concerning this project. The City shall promptly notify the applicant of any claim, action or proceeding and should cooperate fully in defense thereof. GADESIGN REVIEW BOARD\NOA\2010\DR 10-017(Civic Center Solar PV System)2000 Main 07-08-10.doc Item 15. - Page 158 -840- ATTACHMENT #9 JL- aai- Item '15. - Page 159 H,e, "le CITY OF F�II.liV'1'INGTON EACH 2000 MAIN STREET CALIFORNIA 92648 DESIGN REVIEW BOARD Phone 536-5271 Fax 374-1540 374-1648 NOTICE OF ACTION August 13, 2010 Jairam Agaram 128 Auburn Court, Suite 106 Westlake Village, CA 91362 APPLICATION: DESIGN REVIEW NO. 2010-018 (CENTRAL LIBRARY SOLAR PV SYSTEM) APPLICANT: Jairam Agaram, Digital Energy, 128 Auburn Court Suite 106, Westlake Village, CA 91362 PROPERTY OWNER: City of Huntington Beach, 2000 Main Street, Huntington Beach, CA 92648 REQUEST: To review the design, colors, and materials of a proposed photovoltaic energy generation system consisting of solar panels on top of freestanding carport structures and three on-site electrical inverter enclosures at three locations throughout the property. PROJECT LOCATION: 7111 Talbert Avenue, 92647 (northeast corner of Talbert Avenue and Goldenwest Street) DATE OF ACTION: August 12, 2010 The Design Review Board of the City of Huntington Beach took action on your application on August 12, 2010, and your application was recommended for approval to the Director of Planning and Building. On August 12, 2010, the Director of Planning and Building approved your application. Attached to this letter are the conditions of approval of your application. Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance, the action taken by the Director of Planning and Building becomes final at the expiration of the appeal period. A person desiring to appeal the decision shall file a written notice of appeal to the Secretary of the Planning Commission within ten calendar days of the date of the Director of Planning and Building's action. The notice of appeal shall include the name and address of the appellant, the decision being appealed, and the grounds for the appeal. A filing fee of $494 shall also accompany the notice of appeal. In your case, the last day for filing an appeal and paying the filing fee is Monday, August 23, 2010. Item 15. - Page 160 -842- DR No.2010-018 August 13,2010 Page 2 of 3 Please be advised that the Director of Planning and Building reviews the conceptual plan as a basic request for entitlement. The action taken by the Director of Planning and Building does not presume issuance of building permits. Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void one (1) year after final approval, unless actual construction has started. It is recommended that you immediately pursue completion of the conditions of approval and address all requirements of the Huntington Beach Zoning and Subdivision Ordinance in order to expedite the processing of your building permit application and the completion of your project. The conceptual plan should not be construed as a precise plan, reflecting conformance to all Zoning and Subdivision Ordinance requirements. Please note that there may be additional requirements prior to commencement of the project. Excepting those actions commenced pursuant to the California Environmental Quality Act, you are hereby notified that you have 90 days to protest the imposition of the fees described in this Notice of Action. If you fail to file a written protest regarding any of the fees contained in this Notice, you will be legally barred from later challenging such action pursuant to Government Code §66020 If you have any questions, please contact Tess Nguyen, Associate Planner at (714) 374-1744 or via email at tnguyenCa)_surfcity-hb.orq or the Planning and Building Department Zoning Counter at (714) 536-5271. Sincerely, Tess Nguyen, S reta Design Review Board TN ATTACHMENT(S): Conditions of Approval — DR No. 10-018 c: Honorable Mayor and City Council Chair and Planning Commission Fred A.Wilson, City Administrator Scott Hess, Director of Planning&Building Herb Fauland, Planning Manager William H. Reardon, Division Chief/Fire Marshall Debbie DeBow,Acting Principal Civil Engineer Gerald Caraig, Permit-Plan Check Manager Project File -843- Item 15. ® Page 161 DR No.2010-018 August 13,2010 Page 3 of 3 ATTACHMENT NO. 1 CONDITIONS OF APPROVAL DESIGN REVIEW NO. 2010-018 CONDITIONS OF APPROVAL - DESIGN REVIEW NO. 2010-018 1. The site plan, floor plans, and elevations received and dated June 15, 2010 shall be the conceptually approved layout and design with the following modifications: a. Pages G1 & G2 —Type 1 enclosures of inverters #2 and #3 shall match the existing Central Library Building colors and materials. b. Page G2 - Type 2 enclosure for inverter#1 shall have climbing vegetati664 to screen the chain link fencing materials. c. Page PV1 — Inverter # 3 shall be moved to the planter area between Bay Eta/E1d and Bay E1b/E1e. 2. Trimming, removing, or replacing on-site trees is subject to the review and approval of the Director of Public Works. 3. All tree trimming shall be subject to the Tree Care Industry of America's ANSI-A 300 Tree Pruning Standards. 4. Trees determined to exceed ANSI-A 300 standards shall be removed from their location and replaced with a 36" box tree at the required 2:1 ratio. 5. Adherence to tree trimming requirements shall be followed by an ISA Certified Arborist or a Certified Tree worker under the direct supervision of an ISA Certified Arborist. 6. The revised irrigation system shall meet the requirements of the Water Efficient Landscape Requirements, HBMC 14.52 and modified to work with the revised hyrdozones created to accommodate the new shade patterns of the solar panels and carports. INDEMNIFICATION AND HOLD HARMLESS CONDITION: The owner of the property which is the subject of this project and the project applicant if different from the property owner, and each of their heirs, successors and assigns, shall defend, indemnify and hold harmless the City of Huntington Beach and its agents, officers, and employees from any claim, action or proceedings, liability cost, including attorney's fees and costs against the City or its agents, officers, or employees, to attack, set aside, void or annul any approval of the City, including but not limited to any approval granted by the City Council, Planning Commission, or Design Review Board concerning this project. The City shall promptly notify the applicant of any claim, action or proceeding and should cooperate fully in defense thereof. Item 15. - Page 162 -844- ATTACHMENT # 10 -845- Item 15. - Page '163 CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 DESIGN REVIEW BOARD Phone 536-5271 Fax 374-1540 374-1648 NOTICE OF ACTION July 9, 2010 Jairam Agaram 128 Auburn Court Suite 106 Westlake Village, CA 91362 APPLICATION: DESIGN REVIEW NO. 2010-021 (CITY YARD SOLAR PV SYSTEM) APPLICANT: Jairam Agaram, Digital Energy, 128 Auburn Court Suite 106, Westlake Village, CA 91362 PROPERTY OWNER: City of Huntington Beach, 2000 Main Street, Huntington Beach, CA 92648 REQUEST: To review the design, colors, and materials of a proposed photovoltaic energy generation system consisting of solar panel array installments on top of freestanding carport structures, rooftop array installations, and three on-site electrical inverter enclosures. PROJECT LOCATION: 17371 Gothard, 92648 (west side of Gothard Street, north of Slater Avenue) DATE OF ACTION: July 8, 2010 The Design Review Board of the City of Huntington Beach took action on your application on July 8, 2010, and was recommended for approval to the Director of Planning and Building. On July 8, 2010, the Director of Planning and Building approved your application. Attached to this letter are the conditions of approval of your application. Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance, the action taken by the Director of Planning and Building becomes final at the expiration of the appeal period. A person desiring to appeal the decision shall file a written notice of appeal to the Secretary of the Planning Commission within ten calendar days of the date of the Director of Planning and Building's action. The notice of appeal shall include the name and address of the appellant, the decision being appealed, and the grounds for the appeal. A filing fee of $494 Item 15. - Page 164 -846- DR No.2010-021 July 9,2010 Page 2 of 3 shall also accompany the notice of appeal. In your case, the last day for filing an appeal and paying the filing fee is Monday, July 19, 2010. Please be advised that the Director of Planning and Building reviews the conceptual plan as a basic request for entitlement. The action taken by the Director of Planning and Building does not presume issuance of building permits. Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void one (1) year after final approval, unless actual construction has started. It is recommended that you immediately pursue completion of the conditions of approval and address all requirements of the Huntington Beach Zoning and Subdivision Ordinance in order to expedite the processing of your building permit application- and the completion of your project. The conceptual plan should not be construed as a precise plan, reflecting conformance to all Zoning and Subdivision Ordinance requirements. Please note that there may be additional requirements prior to commencement of the project. Excepting those actions commenced pursuant to the California Environmental Quality Act, you are hereby notified that you have 90 days to protest the imposition of the fees described in this Notice of Action. If you fail to file a written protest regarding any of the fees contained in this Notice, you will be legally barred from later challenging such action pursuant to Government Code §66020 If you have any questions, please contact Hayden Beckman, Planning Aide at (714) 374-5317 or via email at hbeckman(a).surfcity-hb.orq or the Planning and Building Department Zoning Counter at (714) 536-5271. Sincerely, Tess Nguyen, ecru Design Review Board TN:HB ATTACHMENT(S): Conditions of Approval — DR No. 10-021 c: Honorable Mayor and City Council Chair and Planning Commission Fred A.Wilson,City Administrator Scott Hess, Director of Planning&Building Herb Fauland, Planning Manager William H. Reardon, Division Chief/Fire Marshall Debbie DeBow,Acting Principal Civil Engineer Gerald Caraig, Permit-Plan Check Manager John Tillotson, Property Owner Project File G:\DESIGN REVIEW BOARD\NOA\2010\DR 10-021 (City Yard Solar PV System)17371 Gothard 07-08-10.doc -847- Item 15. o Page 165 DR No. 2010-021 July 9,2010 Page 3 of 3 ATTACHMENT NO. 1 CONDITIONS OF APPROVAL DESIGN REVIEW NO. 2010-021 CONDITIONS OF APPROVAL - DESIGN REVIEW NO. 2010-021 1. The site plan, floor plans and elevations received and dated June 23, 2010 shall be the conceptually approved layout and design with the following modifications: a. Pages G1 & G2 — Identify material slats for all proposed chain-link fence proposed by the project to be of composite material. b. Identify all HSS beams as a part of the carport structures shall match the colors of the existing buildings' accent colors. 2. The plantings in the island areas that are nearest to the carport structures shall be shrub forms. Selection of shrub forms shall be based upon the shrub's tolerance to full sun, partial shade, or full shade. 3. The revised irrigation system shall meet the requirements of the Water Efficient Landscape Requirements, HBMC 14.52 and modified to work with the revised hyrdozones created to accommodate the new shade patterns of the solar panels and carports. 4. All photovoltaic system supporting facilities such as inverters, enclosure materials and layout design shall be reviewed by the City of Huntington Beach's approved Consulting Arborist. a. All trenching required by the project shall be kept beyond the drip-line of existing trees where feasible. b. If unfeasible, trenching required by the project within the drip-line of existing trees shall be bored under the root zone. c. The Consulting Arborist shall stipulate where trenching and boring shall occur. INDEMNIFICATION AND HOLD HARMLESS CONDITION: The owner of the property which is the subject of this project and the project applicant if different from the property owner, and each of their heirs, successors and assigns, shall defend, indemnify and hold harmless the City of Huntington Beach and its agents, officers, and employees from any claim, action or proceedings, liability cost, including attorney's fees and costs against the City or its agents, officers, or employees, to attack, set aside, void or annul any approval of the City, including but not limited to any approval granted by the City Council, Planning Commission, or Design Review Board concerning this project. 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