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Home My WebLink AboutAgreement - SolarCity Corporation - SCRWA Solar Project with DemandLogic - Signed 2016-03-07�i-SolarCity Demand Logic Guarantee (Large System) This Demand Logic Guarantee (this "Guarantee") is entered into by the parties listed below (each a "Party" and collectively the "Parties") as of the date signed by Seller below (the "Effective Date"). Purchaser: Seller: Name South County Regional Wastewater Authority Name SolarCity Corporation and 1500 Southside Dr and 3055 Clearview Way Address Gilroy, CA 95020 Address San Mateo, CA 94402 Attention: Saeid Vaziry, Environmental Programs Attention: Contracts Manager Phone (408)848-0482 Phone (650)638-1028 E-mail Saeid.vaziry@ci.gilroy.ca.us E-mail contracts@solarcity.com Project Name SCRWA Solar Project with DemandLogic This Guarantee sets forth the terms and conditions of a guarantee provided by Seller in connection with Storage Services provided under Exhibit 4 of the Solar Power Purchase Agreement by and between Seller and Purchaser dated the same date as this Guarantee (the "Agreement"). All capitalized terms used herein shall have the meanings given such terms in the Agreement. Any reference to the Agreement means the Agreement as of the date hereof and as amended or restated in any amendments or restatements of the Agreement to which Seller is a party. The term of this Guarantee shall be concurrent with the Storage Services Term. 1. Guaranteed Annual Reduction. Commencing at the start of the Storage Services Term, for each twelve (12) month calculation period therein (each an "Guarantee Year"), Seller guarantees to Purchaser that the Facility's aggregate load reductions, as reflected by the System monitoring system and calculated in accordance with the methodology set forth on Schedule 1 (the "Actual Reduction"), will be at least as follows (each, a "Guaranteed Annual Reduction"): Guarantee Year Guaranteed Annual Reduction 1 2124 2 2124 3 2124 4 2124 5 2124 6 2124 7 2124 8 2124 9 2124 10 2124 11 2124 12 2124 13 2124 14 2124 15 2124 16 2124 17 2124 18 2124 19 2124 20 2124 Upon conclusion of each Guarantee Year, Seller shall aggregate the Actual Reductions from such year to calculate the "Actual Annual Reduction". Seller shall pay Purchaser $8.50/ kW (or kVA, as applicable) (the "Guaranteed Demand Rate") for each kW (or kVA, as applicable) that the Actual Annual Reduction is less than the Guaranteed Annual Reduction in an Guarantee Year (the "Guarantee Payment"). Seller shall pay total Guarantee Payment, if any is payable, as a lump sum upon the later to occur of (1) thirty (30) days after the end of the applicable Guarantee Year, and (2) thirty (30) days after Seller's completion of the utility billing rectification described in Section 2 below and Schedule 1. 2. Utility Billinz Period Rectification. Both parties acknowledge that the Utility invoice cycle is subject to slight deviations from the calendar month (e.g. the Utility invoice for the month of February may be from January 28'h to March 3`d). Seller shall track ongoing performance based on the calendar month, and within sixty (60) days after the end of each Guarantee Year Seller shall perform the calculations set forth in Schedule 1 to match the Utility invoicing cycles. Seller's obligation to match the Guarantee Payment to the Purchaser's Utility bills is subject to: 1) Purchaser's provision of an electronic copy of the preceding twelve (12) months of Utility invoices within thirty (30) days after the end of the Guarantee Year; and 2) Purchaser's confirmation of its Utility invoicing cycle on an annual basis . 3. Wholesale Participation. Subject to limitations in Applicable Law, Seller shall retain the rights to utilize the system benefits to participate in wholesale electricity markets (e.g. demand response, resource adequacy, capacity, etc.), ("Wholesale Participation"), provided that (1) Seller shall be responsible for any costs associated with Wholesale Participation, (2) Seller shall compensate Purchaser for any loss in Guaranteed Annual Reduction attributable to Wholesale Participation and (3) such Wholesale Participation does not adversely impact Purchaser. 4. Exclusions. This Demand Reduction Guarantee shall not apply in the following circumstances: a. A Person other than Seller or its approved service provider installs, removes, re -installs or repairs the Storage Unit. b. Destruction or damage to the Storage Unit or reduction of its ability to safely store and discharge energy not caused by Seller or its approved service providers. c. Purchaser fails to perform, or breaches any of Purchaser's obligations under this Guarantee. d. Purchaser modifies or alters the Storage Unit or any part thereof. e. Purchaser fails to provide access or reasonable assistance to Seller in Seller's diagnosis or repair of a Storage Unit defect. f. Any Force Majeure event occurs. g. A power or voltage surge caused by a Person other than Seller, including a grid supply voltage outside of the standard range specified by the Utility; h. Any Storage Unit failure, (including a monitoring failure) not caused by a Storage Unit defect. i. Theft of the Storage Unit. 5. NO OTHER WARRANTY. OTHER THAN AS EXPRESSLY SET FORTH IN THIS GUARANTEE, NO WARRANTY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY UNDER THIS GUARANTEE. 6. Incorporation of Miscellaneous Provisions. Sections 17 (Force Maieure), Section 18 (Assignment and Financing) and sub- sections (a) through (n) inclusive of Section 21 (General Provisions) of Exhibit 3 the Agreement and any Sections referenced therein are incorporated into this Guarantee as if any reference therein to "Agreement' were to this Guarantee and any reference to "Parties" were to the Parties to this Guarantee. South County Regional Wastewater Authority Signature: Printed Name: J, C, Title: /-s,'"77_o- , Date: 3 - 7-16 SolarCity Corporation Signature: Printed Name:G�/� Title: 4_�� Date:2 z - Schedule 1 Methodology for Guarantee Calculations Seller shall install and maintain a meter ("Meter") for each of (1) Purchaser's energy and power usage at the Facility ("Meter A"), (2) energy and power flows into (a negative number) and out of (a positive number) the Storage Unit ("Meter B"), and (3) energy and power generated by the System ("Meter C"), as applicable. Methodology for calculating Actual Reduction Step 1: Identify the fifteen (15) minute interval when the sum of Meter A + Meter B + Meter C is at the highest point during the previous month (the "Max Gross Load"). Step 2: Identify the highest single fifteen (15) minute interval for Meter A for the previous month (the "Max Net Load"). Step 3: Subtract the Net Load from the Gross Load. This value will equal the "Actual Reduction" for the month in question. Step 4: Summate the Actual Reductions for the preceding 12 months to arrive at the "Actual Annual Reduction" Example Assume the Max Gross Load is 700kW, based on the following highest point readings from the meters for the previous month: Meter Power reading kW A 400 B 100 C 200 kW A 500 kW Max Gross Load 700 minus Max Net Load 500 Assuming the following Actual Reductions by month, the Actual Annual Reduction will be calculated as follows: Month Actual Reduction January 200 kW February 200 kW March 200 kW April 200 kW May 200 kW June 200 kW July 200 kW August 200 kW September 200 kW October 200 kW November 200 kW December 200 kW Actual Annual Reduction 2400 kW Methodology for performing the Utility Billing Period Rectification Step 1: Purchaser shall provide electronic copies of the Utility bills for the preceding 12 months within 30 days after the conclusion of the Guarantee Year. Step 2: Seller shall input the invoice cycle dates from the Utility bills for the preceding 12 months into the System monitoring system Step 3: Seller shall then re -calculate the Actual Reduction for each calendar month during the Guarantee Year based on the updated dates input into the System monitoring system Step 4: Seller shall re -calculate the Actual Annual Reduction based on the Actual Reductions calculated in Step 3. Step 5: If the Actual Annual Reduction is less than the Guaranteed Annual Reduction than Seller shall make payment to Purchaser as outlined in Section 1.