Final_SLA_Template_1-6-2016.docx

SITE LICENSE AGREEMENT FOR PHOTOVOLTAIC SYSTEM

AGREEMENT NUMBER: L-__________________

THE CALIFORNIA DEPARTMENT OF GENERAL SERVICES (DGS),

THE CALIFORNIA DEPARTMENT OF [INSERT DEPARTMENT NAME] (HOST)

AND

_______________________________________ (LICENSEE)

FOR THE LICENSED AREA LOCATED AT

(SITE) _______________, (CITY) ______________, CA, (ZIP) ____

DATED: _________ __, 20___

TABLE OF CONTENTS

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SLA Template – January 6, 2016

TABLE OF CONTENTS

TABLE OF CONTENTS (CONTINUED)

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SITE LICENSE AGREEMENT

This SITE LICENSE AGREEMENT (“SLA”) is dated _________ __, 20__ for reference purposes only and is by and among the State of California, acting by and through the Department of General Services (the “DGS”), the ________________________________ (“HOST”) and _____________________________, (“LICENSEE”). The Parties agree as follows:

W I T N E S S E T H:

WHEREAS, the State of California (“State”) Legislature allows for State agencies to enter into energy saving contracts that provide for the design, financing, installation and maintenance of alternative energy supply sources for electrical or thermal energy pursuant to Section 388 of the Public Utilities Code; and WHEREAS, the State owns the fee simple title to certain real property located in the City of ____________, County of _________, State of California (the “Real Property”), under the control and jurisdiction of HOST, upon which certain improvements are located and are commonly known as ______________________, (the “Site"); and WHEREAS, LICENSEE desires to obtain, and the DGS and HOST desire to provide, a non-exclusive revocable license (the “License”) to use a designated area of the Site (the “Licensed Area”) to install, construct, maintain and operate the System, which area is more fully defined and described in Exhibit B; and WHEREAS, upon completion of the System, as more specifically described in Exhibit C, LICENSEE desires to sell, and HOST desires to purchase, Electricity; and WHEREAS, CONTRACTOR and HOST, with the approval of the DGS, have this same date entered into the SPPA for the provision of Electricity by CONTRACTOR to HOST, which SPPA is attached as Exhibit D; and NOW, THEREFORE, in consideration of the above recitals and 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:

DEFINITIONS AND COMPLIANCE WITH SPPA

TERM

GRANT OF LICENSE AND PERMITTED AND PROHIBITED USE

Permitted Use and Maintenance of Licensed Area. The DGS and HOST grant to LICENSEE, CONTRACTOR, and their agents, employees, subcontractors, and authorized successors and assigns (collectively the “Permittees,” each a “Permittee”) a non-exclusive and revocable limited license (the “License”) to enter upon and use the Licensed Area, together with the right of ingress and egress to and from, under, over and across the Licensed Area, for the construction, maintenance and operation of the System for the production and transmission and inversion of solar PV generated Electricity under the provisions of this SLA and the SPPA and for no other use or purpose (the “Permitted Use”). In no event shall LICENSEE’s or CONTRACTOR’s Permitted Use of the Licensed Area upon which a System is located interfere in any way with HOST’s ingress and egress to and from and ongoing use of the parking and driveway areas within the Licensed Area.

LICENSEE shall maintain the Licensed Area, or cause the Licensed Area to be maintained, in a commercially reasonable manner, at its sole expense, in order to maximize the functionality of the System. LICENSEE shall have no expectation of HOST’s maintenance of the Licensed Area for vegetation management.

License Area Signage, Lighting and Camera Surveillance. LICENSEE shall not erect or install any signage or exterior lighting within the License Area without the prior written approval of the DGS and HOST which shall be at the sole discretion of the DGS and HOST. HOST reserves the right to install video surveillance equipment onto structural components of the System subject to LICENSEE’s approval of the locations and method of attachment. All such video surveillance equipment would be installed by the HOST at its expense and will remain the property of the HOST throughout this Agreement, unless removed earlier by the HOST.

Air Quality – Dust Control Plan. LICENSEE must develop and implement a Dust Control Plan for dust control during pre-construction, construction, and post-construction activities including maintenance activities. The plan must identify sources of dust and measures to control the dust from those sources. The plan must also identify methods to control dust migration from the work and staging areas, including all unpaved roadways servicing the construction site and license area. Adherence to the Dust Control Plan is a requirement for the entire operating term of the SLA. The plan must comply with local air pollution control district requirements, including approval by or notification to the local authority, if required. On-site activities are not to commence until the Dust Control Plan has been submitted and accepted by the HOST and the LICENSEE is prepared to implement the measures in the Dust Control Plan. The LICENSEE must designate a person or persons to monitor and record dust control measures during on-site activities that cause dust and maintain daily records that shall be submitted to the HOST upon request.

Presence of Cocci. LICENSEE is hereby notified that if the Site is located in Fresno, Kern, Kings, Madera, Merced, San Luis Obispo or Tulare County it is considered to be in an endemic area of California for Coccidioidomycosis. Available resources for information can be found at the following website for the California Department of Public Health (http://www.cdph.ca.gov/programs/ohb/pages/cocci.aspx). [INCLUDE/EXCLUDE THIS SECTION DEPENDING ON THE LOCATION OF THE PROJECT] Non-Encumbrance in Facility, Site and Licensed Area, Subordination

SYSTEM ASSIGNMENT AND FINANCING

System Assignment. Except as otherwise provided in this Section 5, the rights, duties and obligations of LICENSEE under this SLA shall not be assignable by LICENSEE in whole or in part without the written consent of the DGS and HOST upon such reasonable terms and conditions that the DGS and HOST may require. The DGS’s and HOST’s consent to one assignment shall not be deemed consent to any subsequent assignment. No such assignment shall relieve LICENSEE of its obligations under this SLA unless the DGS and HOST have agreed otherwise in writing, and the predecessor LICENSEE shall remain jointly and severally liable hereunder unless the DGS and HOST have agreed otherwise in writing regarding the assignment. For purposes of this Section 5, the sale, assignment, transfer or disposition, directly or indirectly, of any type which results in a change of control of LICENSEE shall be deemed an assignment of this SLA. Change of control shall be as defined in common law, and may be the result of a single or multiple related transactions which result in the cumulative transfer in a twelve (12) month period of more than fifty percent (50%) of the voting stock or equity interests of LICENSEE. The following transactions or events shall not constitute an assignment that is subject to the DGS and HOST prior written approval:

To an Affiliate of LICENSEE provided that the assignee shall produce a Certificate of Status from the Secretary of State and business formation documents demonstrating and confirming assignee’s Affiliate status.

The sale of shares of a publicly traded company in an open market transaction.

DGS or HOST Approval. LICENSEE acknowledges that the DGS and HOST are relying upon the unique expertise and capability of LICENSEE. Any assignment of this SLA shall be subject to the DGS’s or HOST’s written approval, which approval shall not be unreasonably withheld. LICENSEE shall provide the DGS and HOST with sixty (60) calendar day’s written notice of each proposed assignment that requires the DGS’s or HOST’s approval. LICENSEE must include in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the DGS and HOST that such proposed assignee has both the financial capacity and the technical and managerial ability to perform the duties and obligations required under this SLA at a level equal to or exceeding LICENSEE's ability (an entity having such capacity and ability is a “Qualified Purchaser”). If the DGS or HOST, as applicable, determines in its reasonable judgment that those standards are satisfied, the DGS or HOST shall approve such proposed assignment. In the event the DGS or HOST determines in its reasonable judgment that standards are not satisfied, the DGS or HOST shall promptly give LICENSEE written notice of the DGS’s or HOST’s determination and LICENSEE shall be prohibited from making such assignment. The DGS or HOST shall notify LICENSEE within thirty (30) calendar days after the DGS’s or HOST’s receipt of LICENSEE’s notice of a proposed assignment as to whether or not the DGS or HOST approves the proposed assignment.

System Financing Within sixty (60) calendar days of the Effective Date, LICENSEE shall submit to HOST, the DGS and the SPWB evidence of pending or planned financing sought by LICENSEE to be secured by the System. In addition, prior to any refinancing or restructuring of the financing arrangements LICENSEE shall comply with the requirements of this SLA.

Any financing to be secured by any personal property interest in the SLA or the SPPA shall be subject to approval by HOST, the DGS and the SPWB, which approval shall not be unreasonably withheld. HOST, the DGS and the SPWB shall use reasonable efforts to complete its review and approval of the proposed form of financing within 30 days of receipt of the details of the planned financing. As a part of the submittal, LICENSEE shall submit an executed Lender Estoppel Certificate. If HOST, the DGS or the SPWB do not approve such financing for any reason, this SLA and the SPPA may be cancelled by the DGS, HOST or LICENSEE if LICENSEE is unable to resolve the concerns for the disapproval; provided, however, the canceling Party must notice the other Party or Parties in writing within 30 calendar days of the notice of disapproval of the financing transaction in order for cancellation to be effective.

If the DGS determines in its reasonable judgment that those standards are satisfied, the DGS shall approve such proposed Substitute LICENSEE for the remaining Term and on the same terms and conditions contained in this SLA.

In the event that DGS determines in its sole reasonable judgment that the proposed Substitute LICENSEE fails to meet the financial capacity and the technical ability to perform the duties and obligations required under this SLA or if the proposed Substitute LICENSEE has failed to satisfy requirements (i) and (ii) in this section, the DGS shall promptly give the Lender written notice of the DGS's determination and Lender and LICENSEE shall be prohibited from making such assignment.

OWNERSHIP OF SYSTEM

DESIGN REQUIREMENTS; CONDITIONS PRECEDENT

Once a copy of the filed notice of determination is provided to LICENSEE then LICENSEE shall promptly proceed to perform its obligations under this SLA to complete the design and to construct the System and shall comply with and pay for, at its cost, all mitigation measures adopted for the System. If LICENSEE determines those costs are too great and notifies the DGS in writing within (60) calendar days after receipt of the field notice of its desire to terminate this SLA, then this SLA shall terminate and neither Party shall have any further obligations or liability to the other. In no event shall any payment of Transaction Fee made by LICENSEE be refundable by the DGS. If the analysis results in a finding that it is not feasible to reduce or avoid significant potential environmental effects of the proposed System as identified during the course of the analysis and the DGS determines not to issue a statement of overriding consideration, then LICENSEE’s proposed System shall be deemed rejected, and this SLA shall terminate, and neither Party shall have any obligations or liability to the other.

System Requirements Compliance. LICENSEE agrees that the System shall be designed to comply with all applicable California building and electrical codes and standards, CSI Tier One Standards, and Utility Rule 21 in accordance with the State’s permit process at LICENSEE's cost. System design and Construction Documents shall expressly state and identify the applicable building and electrical codes and standards. System design and Construction Documents submitted by LICENSEE must include, but shall not be limited to, the following:

· System schematics

· Single line electrical diagram

· Electrical Interconnection Point schematics

· Electrical Interconnection Point single line electrical diagram

· Interconnection Agreement

· Construction plans (electrical, architectural, structural, civil, mechanical, lighting, etc.)

· Building information modeling (as necessary or required)

· On-site construction management

· Structural calculations (as necessary or required)

· List of equipment and materials schedule

· Receipt and storage of materials, equipment and freight

· Construction schedule

· Geotechnical report / foundation recommendations as applicable

· Site clean-up

· As-Built Drawings Electric Power. Electricity from the System must be provided at 60 Hertz and at the appropriate voltage for electrical interconnection to the Facility voltage service level, which will be established by the DGS. The System components must comply with all standards relevant to the operation and installation of solar photovoltaic equipment by UL or other nationally recognized testing facility. Modules, inverters and components must be certified to UL 1703 and as required by the CSI incentive program and/or the CEC. Inverters must comply with all applicable requirements including but not limited to the following:

· IEEE 929-2000, “Recommended Practice for Utility Interface of Photovoltaic Systems”;

· UL Subject 1741, “Standard for Static Inverters and Charge Controllers for use in Photovoltaic Power Systems”; and

· Any and all requirements as listed by the CSI incentive program, Utility or the CEC for the installation and interconnection of Systems.

Other codes that will apply include, but are not limited to:

· ANSI C12.1-2008; (electricity metering)

· ASME PTC 50 (solar PV performance)

· ANSI Z21.83 (solar PV performance and safety)

· NFPA 70 (electrical components)

· IEEE 1547 (interconnections) Permits. LICENSEE is responsible at its sole cost to obtain all permits necessary for the construction, maintenance and operation of the System. LICENSEE shall provide the DGS with PDF electronic copies of all permits, approvals and conditions issued by applicable federal, State and local governmental entities, including the Utility as provided in Section 7.8 of this SLA.

System Design and Plan Approval

Associated Agreements

SYSTEM CONSTRUCTION AND INSTALLATION