Page 6 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
Section B: Community Solar Energy Project Description
Instructions: Section B must be completed in its entirety. Any attachments should be placed at the end of the Application package.
I. Applicant Contact Information
Applicant Company/Entity Name: ______________________________ First Name: _____________________________ Last Name: ____________________________________ Daytime Phone: _________________________ Email: _________________________________________ Applicant Mailing Address: _______________________________________________________________ Municipality: ___________________ County: ___________________ Zip Code: __________________
Applicant is: ☐ Community Solar Project Owner ☐ Community Solar Developer/Facility Installer☐ Property/Site Owner ☐ Subscriber Organization☐ Agent (if agent, what role is represented) ___________________________________
II. Community Solar Project Owner
Project Owner Company/Entity Name (complete if known): __________________________ First Name: _____________________________ Last Name: ____________________________________ Daytime Phone: _________________________ Email: _________________________________________ Mailing Address: _______________________________________________________________________ Municipality: ___________________ County: ___________________ Zip Code: __________________
III. Community Solar Developer
This section, “Community Solar Developer,” is optional if: 1) the Applicant is a government entity (municipal, county, or state), AND 2) the community solar developer will be selected by the Applicant via a RFP, RFQ, or other bidding process. In all other cases, this section is required.
Developer Company Name (optional, complete if applicable): ___________________________________ First Name: _____________________________ Last Name: ____________________________________ Daytime Phone: _________________________ Email: _________________________________________ Mailing Address: _______________________________________________________________________ Municipality: ___________________ County: ___________________ Zip Code: __________________
The proposed community solar project will be primarily built by: ☐ the Developer ☐ a contracted engineering, procurement and construction (“EPC”) company
Stephanie Sienkowski610-405-5580 [email protected]
1515 Wilson Blvd, Suite 300, Arlington VA 22209Arlington Arlington 22209
XX
Stephanie Sienkowski610-405-5580 [email protected] Wilson Blvd, Suite 300, Arlington VA 22209
Arlington Arlington 22209
Summit Ridge EnergyStephanie Sienkowski
610-405-5580 [email protected] Wilson Blvd, Suite 300, Arlington VA 22209
Arlington Arlington 22209
X
SRE Solar Origination 2, LLC
SRE Solar Origination 2, LLC
Page 7 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
If the proposed community solar project will be primarily built by a contracted EPC company, complete the following (optional, complete if known): If the EPC company information is left blank and the proposed project is approved by the Board for participation in the Community Solar Energy Pilot Program, the Applicant must inform the Board of the information below once the EPC company becomes known.
EPC Company Name (optional, complete if applicable): ______________________________________ First Name: _____________________________ Last Name: ____________________________________ Daytime Phone: _________________________ Email: _________________________________________ Mailing Address: _______________________________________________________________________ Municipality: ___________________ County: ___________________ Zip Code: __________________
IV. Property/Site Owner Information
Property Owner Company/Entity Name: ________________________ First Name: _____________________________ Last Name: ____________________________________ Daytime Phone: _________________________ Email: _________________________________________ Applicant Mailing Address: _______________________________________________________________ Municipality: ___________________ County: ___________________ Zip Code: __________________
V. Community Solar Subscriber Organization (optional, complete if known)
If this section, “Community Solar Subscriber Organization,” is left blank and the proposed project is approved by the Board for participation in the Community Solar Energy Pilot Program, the Applicant must inform the Board of the information below once the Subscriber Organization becomes known.
Subscriber Organization Company/Entity Name (optional, complete if applicable): __________________ First Name: _____________________________ Last Name: ____________________________________ Daytime Phone: _________________________ Email: _________________________________________ Mailing Address: _______________________________________________________________________ Municipality: ___________________ County: ___________________ Zip Code: __________________
VI. Proposed Community Solar Facility Characteristics
Community Solar Facility Size (as denominated on the PV panels):
Municipality: ___________________ County: ___________________ Zip Code: __________________ Name of Property (optional, complete if applicable): __________________________________________
Clovermill Properties, LLC
Dennis [email protected]
P.O. Box 3, Oldwick, NJ 08858Tewksbury Hunterdon 08858
1____.000______ MW AC 1.35674 MW DC
Community Solar Facility Location (Address): 36 South Adamsville Rd, Bridgewater Township, NJ 08807Bridgewater Somerset 08807
Property Block and Lot Number(s): Block 303, Lot 1.04 .
EZnergyJames Brown
215-275-0776 [email protected] U.S. 9, Toms River, NJ 08755
Toms River Ocean 08755
Page 8 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
☐ Atlantic City Electric ☐ Jersey Central Power & Light☐ Public Service Electric & Gas ☐ Rockland Electric Co.
Estimated date of project completion* (The Applicant should provide a good faith estimate of the date of project completion; however, this data is being collected for informational purposes only.): __________ (month) __________ (year) Project completion is defined pursuant to the definition at N.J.A.C. 14:8-9.3 as being fully operational, up to and including having subscribers receive bill credits for their subscription to the project.
The proposed community solar facility is an existing project* ………………………………………….. ☐ Yes ☐ No If “Yes,” the Application will not be considered by the Board. See section B. XIII. for special provisions for projects having received a subsection (t) conditional certification from the Board prior to February 19, 2019. *Existing project is defined in N.J.A.C. 14:8-9.2 as a solar project having begun operation and/orbeen approved by the Board for connection to the distribution system prior to February 19,2019.
VII. Community Solar Facility Siting
1. The proposed community solar project has site control* ……………….………………….… ☐ Yes ☐ No If “Yes,” attach proof of site control. If “No,” the Application will be deemed incomplete. *Site control is defined as property ownership or option to purchase, signed lease or option tolease, or signed contract for use as a community solar site or option to contract for use as acommunity solar site.
2. The proposed community solar facility is located, in part or in whole, on preserved farmland*…………………………………………….………….…………………………………………………...……………… ☐ Yes ☐ No If “Yes,” the Application will not be considered by the Board.
2020August
X
X
X
Community Solar Site Coordinates: -74.593355 Longitude 40.561082 Latitude
Total Acreage of Property Block and Lots: __________________ acres Total Acreage of Community Solar Facility: 4.21 .acres
Attach a delineated map of the portion of the property on which the community solar facility will be located. In the electronic submission, two copies of the delineated map should be provided: 1) as aPDF document, and 2) as a design plan in drawing file format (.dwg) or as a shapefile (.shp), in order to facilitate integration with Geographic Information System (GIS) software.
EDC electric service territory in which the proposed community solar facility is located: (select one)
X
23.07
Page 9 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
*Preserved farmland is defined in N.J.A.C. 14:8-9.2 as land from which a permanentdevelopment easement was conveyed and a deed of easement was recorded with the countyclerk’s office pursuant to N.J.S.A. 4:1C-11 et seq.; land subject to a farmland preservationprogram agreement recorded with the county clerk’s office pursuant to N.J.S.A. 4:1C-24; landfrom which development potential has been transferred pursuant to N.J.S.A. 40:55D-113 et seq.or N.J.S.A. 40:55D-137 et seq.; or land conveyed or dedicated by agricultural restriction pursuantto N.J.S.A. 40:55D-39.1.
3. The proposed community solar facility is located, in part or in whole, on Green Acres preservedopen space* or on land owned by the New Jersey Department of Environmental Protection(NJDEP) …………………………………..……………………………………………….……..…………………… ☐ Yes ☐ No If “Yes,” the Applicant must attach special authorization from NJDEP for the site to host a community solar facility. The Board will not consider Applications for projects located, in part or in whole, on Green Acres preserved open space or on land owned by NJDEP, unless the Applicant has received special authorization from NJDEP and includes proof of such special authorization in the Application package. *Green Acres preserved open space is defined in N.J.A.C. 14:8-9.2 as land classified as either“funded parkland” or “unfunded parkland” under N.J.A.C. 7:36, or land purchased by the Statewith “Green Acres funding” (as defined at N.J.A.C. 7:36).
4. The proposed community solar facility is located, in part or in whole, on land located in the NewJersey Highlands Planning Area or Preservation Area …………………………………………… ☐ Yes☐ No
5. The proposed community solar facility is located, in part or in whole, on land located in the NewJersey Pinelands …………………………………………………………………………………………………… ☐ Yes ☐ No
6. The proposed community solar facility is located, in part or in whole, on land that has beenactively devoted to agricultural or horticultural use and that is/has been valued, assessed, andtaxed pursuant to the “Farmland Assessment Act of 1964,” P.L. 1964, c.48 (C. 54:4-23.1 et seq.)at any time within the ten year period prior to the date of submission of the Application……………………………………………………………………………………………………………………………… ☐ Yes ☐ No
7. The proposed community solar facility is located, in part or in whole, on a landfill…….………………………………………………………………………………………………………………………. ☐ Yes ☐ No If “Yes,” provide the name of the landfill, as identified in NJDEP’s database of New Jersey landfills, available at www.nj.gov/dep/dshw/lrm/landfill.htm: ____________________________
8. The proposed community solar facility is located, in part or in whole, on a brownfield……………………………………………………………………………………………………………………………….☐ Yes☐ No If “Yes,” has a final remediation document been issued for the property? ............. ☐ Yes ☐ No
X
X
X
XX
X
X
Page 10 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
If “Yes,” attach a copy of the Response Action Outcome (“RAO”) issued by the LSRP or the No Further Action (“NFA”) letter issued by NJDEP.
9. The proposed community solar facility is located, in part or in whole, on an area of historic fill……………………………………………………………………………………………………………………………… ☐ Yes ☐ No If “Yes,” have the remedial investigation requirements pursuant to the Technical Requirements for Site Remediation, N.J.A.C. 7:26E-4.7 been implemented? ……………..………..…..… ☐ Yes ☐ No Has the remediation of the historic fill been completed pursuant to the Technical Requirements for Site Remediation, N.J.A.C. 7:26E-5.4? ……………..………………………………….…..…..… ☐ Yes ☐ No If the remediation of the historic fill has been completed, attach a copy of the Response Action Outcome (“RAO”) issued by a Licensed Site Remediation Professional (“LSRP”) or the No Further Action (“NFA”) letter issued by NJDEP.
10. The proposed community solar facility is located on a parking lot ………………..…..… ☐ Yes ☐ No
11. The proposed community solar facility is located on a parking deck ……………..…..… ☐ Yes ☐ No
12. The proposed community solar facility is located on a rooftop ……………….…….…….. ☐ Yes ☐ No
13. The proposed community solar facility is located on a canopy over an impervious surface (e.g.walkway) ……………………………………………………………………………………….….…………….….. ☐ Yes ☐ No
14. The proposed community solar facility is located on the property of an affordable housingbuilding or complex ….….………………………………………………………………………………….….. ☐ Yes ☐ No
15. The proposed community solar facility is located on a water reservoir or other water body(“floating solar”) ……………………………………………………………………………………..……….….. ☐ Yes ☐ No
16. The proposed community solar facility is located on an area designated in need ofredevelopment ……………………………………………………………..……………………………...…..… ☐ Yes ☐ No If “Yes,” attach proof of the designation of the area as being in need of redevelopment from a municipal, county, or state entity.
17. The proposed community solar facility is located on land or a building that is preserved by amunicipal, county, state, or federal entity …………………………………………………....…..… ☐ Yes ☐ No If “Yes,” attach proof of the designation of the area as “preserved” from a municipal, county, or state entity.
18. The proposed community solar facility is located, in part or in whole, on forested lands…………………………………………………………………….…………………………………….……………...… ☐ Yes ☐ No
X
X
X
X
X
X
X
X
X
X
Page 11 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
Construction of the proposed community solar facility will require cutting down one or more trees …..………………………………………………………….…………………………………………….…...… ☐ Yes ☐ No If “Yes,” estimated number of trees required to be cut for construction: __________________
19. The proposed community solar facility is located on land or a building owned or controlled by agovernment entity, including, but not limited to, a municipal, county, state, or federal entity……………………………………………………………………….………………………………..………......…..… ☐ Yes☐ No
20. Are there any use restrictions at the site? ……………………………………..………..………..… ☐ Yes ☐ No If “Yes,” explain the use restriction below and provide documentation that the proposed community solar project is not prohibited.
Will the use restriction be required to be modified? …………………………………..……..… ☐ Yes ☐ No If “Yes,” explain the modification below.
21. The proposed community solar facility has been specifically designed or planned to preserve orenhance the site (e.g. landscaping, land enhancements, pollination support, stormwatermanagement, soil conservation, etc.) ………………………………………………………………..… ☐ Yes ☐ No If “Yes,” explain below, and provide any additional documentation in an attachment.
VIII. Permits
1. The Applicant has completed NJDEP Permit Readiness Checklist, and submitted it to NJDEP’sPCER ………………………………………………………………………………………………………………….… ☐ Yes ☐ No If “Yes,” attach a copy of the completed Permit Readiness Checklist as it was submitted to NJDEP PCER.
X
X
X
X
X N/A forrooftops
Page 12 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
If “No,” the Application will be deemed incomplete. Exception: Applications for community solar projects located on a rooftop, parking lot, or parking structure are exempt from this requirement.
2. The Applicant has met with NJDEP’s PCER ………….……………………………………..………… ☐ Yes ☐ No If “Yes,” attach proof of a meeting with NJDEP PCER. If “No,” the Application will be deemed incomplete. Exception: Applications for community solar projects located on a rooftop, parking lot, or parking structure are exempt from this requirement.
3. Please list all permits, approvals, or other authorizations that will be needed for the constructionand operation of the proposed community solar facility pursuant to local, state and federal lawsand regulations. Include permits that have already been received, have been applied for, andthat will need to be applied for. The Applicant may extend this table by attaching additionalpages if necessary. These include:
a. Permits, approvals, or other authorizations from NJDEP (i.e. Land Use, Air Quality, NewJersey Pollutant Discharge Elimination System “NJPDES”, etc.) for the property.
b. Permits, approvals, or other authorizations from NJDEP (i.e. Land Use, Air Quality,NJPDES, etc.) directly related to the installation and operation of a solar facility on thisproperty.
c. Permits, approvals, or other authorizations other than those from NJDEP for thedevelopment, construction, or operation of the community solar facility (including localzoning and other local and state permits)
An Application that does not list all permits, approvals, or other authorizations that will be needed for the construction and operation of the proposed community solar facility will be deemed incomplete. If a permit has been received, attach a copy of the permit.
Permit Name & Description
Permitting Agency/Entity
Date Permit Applied for (if applicable) / Date Permit Received (if applicable)
XN/A forrooftops
Building PermitElectrical Permit Bridgewater Township
Bridgewater Township
Page 13 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
4. The Applicant has consulted the hosting capacity map of the relevant EDC and determined that,based on the capacity hosting map as published at the date of submission of the Application,there is sufficient capacity available at the proposed location to build the proposed communitysolar facility ………….……………………………………………………………………………………………… ☐ Yes ☐ No If “Yes,” include a screenshot of the capacity hosting map at the proposed location, showing the available capacity. If “No,” the Application will be deemed incomplete.
IX. Community Solar Subscriptions and Subscribers
Commercial: __________ Other: __________ (define “other”: _______________)
3. The proposed community solar project is an LMI project* ………….…………….………… ☐ Yes ☐ No *An LMI project is defined pursuant to N.J.A.C. 14:8-9 as a community solar project in which aminimum 51 percent of project capacity is subscribed by LMI subscribers.
4. The proposed community solar project will allocate at least 51% of project capacity toresidential customers ……………………………………………………………………….……….………… ☐ Yes ☐ No
5. The proposed community solar project is being developed in partnership with an affordable
If “Yes,” attach a letter of support from the affordable housing provider.
6. An affordable housing provider is seeking to qualify as an LMI subscriber for the purposes of thecommunity solar project ………………………………………………….………….…………….………… ☐ Yes ☐ No If “Yes,” estimated or anticipated percentage of the project capacity for the affordable housing provider’s subscription (provide an estimate or range): ______________________________
If “Yes,” what specific, substantial, identifiable, and quantifiable long-term benefits from the community solar subscription are being passed through to their residents/tenants?
X
1. Estimated or Anticipated Number of Subscribers (please provide a good faith estimate or range):____200_________
2. Estimated or Anticipated Breakdown of Subscribers (please provide a good faith estimate orrange of the kWh of project allocated to each category):
X
X
X
housing provider: ………………………….…………………………………………….…………….………… ☐ Yes ☐ No
Residential: 1,736,627Industrial: __________
51%
X
Page 14 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
Additionally, the affordable housing provider must attach a signed affidavit that the specific, substantial, identifiable, and quantifiable long-term benefits from the community solar subscription will be passed through to their residents/tenants.
7. This project uses an anchor subscriber (optional) ………….…………….…………….………… ☐ Yes ☐ No If “Yes,” name of the anchor subscriber (optional): _________________________ Estimated or anticipated percentage or range of the project capacity for the anchor subscriber’s subscription: ______________________________
8. Is there any expectation that the account holder of a master meter will subscribe to thecommunity solar project on behalf of its tenants? ……..…….…………….…………………… ☐ Yes ☐ No If “Yes,” what specific, identifiable, sufficient, and quantifiable benefits from the community solar subscription are being passed through to the tenants?
Additionally, the account holder of the master meter must attach a signed affidavit that the specific, identifiable, sufficient, and quantifiable benefits from the community solar subscription will be passed through to the tenants.
If “No,” please be aware that, if, at any time during the operating life of the community solar project the account holder of a master meter wishes to subscribe to the community solar project on behalf of its tenants, it must submit to the Board a signed affidavit that the specific, identifiable, sufficient, and quantifiable benefits from the community solar subscription will be passed through to its tenants.
9. The geographic restriction for distance between project site and subscribers is: (select one)☐ No geographic restriction: whole EDC service territory☐ Same county OR same county and adjacent counties☐ Same municipality OR same municipality and adjacent municipalities
Note: The geographic restriction selected here will apply for the lifetime of the project, barring special dispensation from the Board, pursuant to N.J.A.C. 14:8-9.5(a).
X
X
X
See affidavit.
See affordable housing affidavit.
Page 15 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
10. Product Offering: (The Applicant must also complete and attach one or more product offeringform(s) found in Appendix A. See Appendix A for exemptions.)The subscription proposed offers guaranteed or fixed savings to subscribers ……... ☐ Yes ☐ No If “Yes,” the guaranteed or fixed savings are offered as:
☐ A percentage saving on the customer’s annual electric utility bill☐ A percentage saving on the customer’s community solar bill credit☐ Other: _________________________________________________
If “Yes,” the proposed savings represent: ☐ 0% - 5% of the customer’s annual electric utility bill or bill credit☐ 5% - 10% of the customer’s annual electric utility bill or bill credit☐ 10% - 20% of the customer’s annual electric utility bill or bill credit☐ over 20% of the customer’s annual electric utility bill or bill credit
The subscription proposed offers subscribers ownership or a pathway to ownership of a share of the community solar facility ……………………………………………..………………………….……… ☐ Yes ☐ No If “Yes,” include proof of a pathway to ownership of a share of the community solar facility offered to the subscribers in Appendix A.
11. The list of approved community solar projects will be published on the Board’s website.Additionally, subscriber organizations have the option of indicating, on this list, that the projectis currently seeking subscribers.If this project is approved, the Board should indicate on its website that the project is currentlyseeking subscribers …………………………………………………………..………………………….……… ☐ Yes ☐ No If “Yes,” the contact information indicated on the Board’s website should read:
Company/Entity Name: _________________________ Contact Name: ___________________________
X. Community Engagement
1. The proposed community solar project is being developed by or in collaboration* with themunicipality in which the project is located ……………………………….……………......…..… ☐ Yes ☐ No If “Yes,” explain how and attach a letter of support from the municipality in which the project is located. *Collaboration with the municipality should include, at minimum, one or more meetings withrelevant municipal authorities and clear evidence of municipal involvement and approval of thedesign, development, or operation of the proposed community solar project.
X
X
X
X
X
X
Summit Ridge Energy Stephanie SienkowskiDaytime Phone: _______202-558-2340________________________ Email: [email protected]___________________
Note: it is the responsibility of the project’s subscriber organization to notify the Board if/when the project is no longer seeking subscribers, and request that the Board remove the above information on its website.
Page 16 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
2. The proposed community solar project is being developed in collaboration* with one or morelocal community organization(s) …….....……………………………………………………......…..… ☐ Yes ☐ No If “Yes,” explain how and attach a letter of support from the local community organization(s). *Collaboration with a local community organization should include, at minimum, one or moremeetings with the relevant local community organization(s) and clear evidence of the localcommunity organization’s involvement and approval of the design, development, or operationof the proposed community solar project.
3. The proposed community solar project was developed, at least in part, through a communityconsultative process* ………………...….....……………………………………………………......…..… ☐ Yes ☐ No If “Yes,” please describe the consultative process. *A community consultative process should include, at minimum, one or more opportunities forpublic intervention and outreach to the municipality and/or local community organizations.
XI. Project Cost
1. Provide the following cost estimates and attach substantiating evidence in the form of chartsand/or spreadsheet models:
Applicants are expected to provide a good faith estimate of costs associated with the proposed community solar project, as they are known at the time the Application is filed with the Board. This information will not be used in the evaluation of the proposed community solar project.
Net Installed Cost (in $) Net Installed Cost (in $/Watt) Initial Customer Acquisition Cost (in $/Watt) Annual Customer Churn Rate (in %)
X
X
$3,984,550 $2.94 $0.10 2%
Page 17 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
Annual Operating Expenses (in c/kWh) LCOE (in c/kWh)
2. Pursuant to N.J.A.C. 14:8-9.7(q), “community solar projects shall be eligible to apply, via a one-time election prior to the delivery of any energy from the facility, for SRECs or Class I RECs, asapplicable, or to any subsequent compensations as determined by the Board pursuant to theClean Energy Act.”
For indicative purposes only, please indicate all local, state and federal tax incentives which will be applied to if the proposed community solar project is approved for participation in the Community Solar Energy Pilot Program:
XII. Other Benefits
1. The proposed community solar facility is paired with another distributed energy resource:a. Micro-grid project ………………………………………………………………………….……….. ☐ Yes ☐ No b. Storage …………………………………………………………………………….…..…………….….. ☐ Yes ☐ No c. Other (identify): ___________________________ ………………………….……... ☐ Yes ☐ No
2. The proposed community solar facility provides grid benefits (e.g. congestion reduction)….………………………………………………………………………………………………………….………….….. ☐ Yes ☐ No If “Yes” to any, please explain how and provide supporting documents.
4. The proposed community solar project will create temporary or permanent jobs in New Jersey
5. The proposed community solar project will provide job training opportunities for local solartrainees ……………………………………………………………………………….………………….......…..… ☐ Yes ☐ No If “Yes,” will the job training be provided through a registered apprenticeship? .... ☐ Yes ☐ No
XXX
X
X
$0.060 $0.18
Federal Investment Tax Credit, NJ SRECs
………………………………………………………………..........................................................…..… X☐ Yes ☐ No If “Yes,” estimated number of temporary jobs created in New Jersey: _66 . If “Yes,” estimated number of permanent jobs created in New Jersey: __ _________________ 11
X
Page 18 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
If “Yes,” identify the entity or entities through which job training is or will be organized (e.g. New Jersey GAINS program, partnership with local school): ______________________________________________________________________________
XIII. Special Authorizations and Exemptions
1. Is the proposed community solar project co-located with another community solar facility (asdefined at N.J.A.C. 14:8-9.2)? …………………………………………….…..........................…..… ☐ Yes☐ No If “Yes,” please explain why the co-location can be approved by the Board, consistent with the provisions at N.J.A.C. 14:8-9.
2. Does this project seek an exemption from the 10-subscriber minimum? ……...…..… ☐ Yes ☐ No If “Yes,” please demonstrate below (and attach supporting documents as relevant):
a. That the project is sited on the property of a multi-family building.b. That the project will provide specific, identifiable, and quantifiable benefits to the
households residing in said multi-family building.
3. Specific sections throughout the Application Form are identified as optional only if: 1) theApplicant is a government entity (municipal, county, or state), and 2) the community solardeveloper will be selected by the Applicant via a RFP, RFQ, or other bidding process. Has theApplicant left those specific sections blank? …………………………………………….….......… ☐ Yes ☐ No If “Yes,” attach a letter describing the proposed bidding process. The Applicant must further commit to issuing said RFP, RFQ, or other bidding process within 90 days of the proposed project being approved by the Board for participation in the Community Solar Energy Pilot Program. The Applicant will be required to provide the information contained in those optional sections to the Board once it becomes known.
4. Has the proposed community solar project received, in part or in whole, a subsection (t)conditional certification from the Board prior to February 19, 2019? …………...…..… ☐ Yes ☐ No If “Yes,” the project may apply to participate in the Community Solar Energy Pilot Program if it commits to withdrawing the applicable subsection (t) conditional certification immediately if it is approved by the Board for participation in the Community Solar Energy Pilot Program. Attach a signed affidavit that the Applicant will immediately withdraw the applicable subsection (t)
X
X
X
X
Page 19 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
conditional certification if the proposed project is approved by the Board for participation in the Community Solar Energy Pilot Program.
Page 25 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
Section D: Appendix
Appendix A: Product Offering Questionnaire
Complete the following Product Offering Questionnaire. If there are multiple different product offerings for the proposed community solar project, please complete and attach one Product Offering Questionnaire per product offering. Applicants are expected to provide a good faith description of the product offerings developed for the proposed community solar project, as they are known at the time the Application is filed with the Board. If the proposed project is approved by the Board, the Applicant must notify the Board and receive approval from the Board for any modification or addition to a Product Offering Questionnaire.
Exception: This “Product Offering Questionnaire” is optional if: 1) the Applicant is a government entity (municipal, county, or state), AND 2) the community solar developer will be selected by the Applicant via a Request for Proposals (RFP), Request for Quotations (RFQ), or other bidding process.
This Questionnaire is Product Offering number ______ of ______ (total number of product offerings).
1. Community Solar Subscription Type (examples: kilowatt hours per year, kilowatt size,percentage of community solar facility’s nameplate capacity, percentage of subscriber’shistorical usage, percentage of subscriber’s actual usage):
2. Community Solar Subscription Price: (check all that apply)☐ Fixed price per month☐ Variable price per month, variation based on: ______________________________________☐ The subscription price has an escalator of __________ % every _____________ (interval)
3. Contract term (length): ____________ months, or ____________ years OR ☐ month-to-month
4. Fees☐ Sign-up fee: __________☐ Early Termination or Cancellation fees: __________________☐ Other fee(s) and frequency: _____________________________________________
5. Does the subscription guarantee or offer fixed savings or specific, quantifiable economicbenefits to the subscriber? ..…….………………………………………………..…………………..….… ☐ Yes ☐ No If “Yes,” the savings are guaranteed or fixed:
1 1
Percentage of subscriber's historical usage.
X Utility's kWh price
X
No Fee
X
Page 26 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
☐ As a percentage of monthly utility bill☐ As a fixed guaranteed savings compared to average historic bill☐ As a fixed percentage of bill credits☐ Other: ________________________________________________________________
6. Special conditions or considerations:
X
Market rate residential subscriber savings will be fixed at a 10% discount off the utility's kWh rate.As utility rates increase over time, the discount will be fixed at 10%, but will result in higher $savings to customers.
Low to moderate income residential subscriber savings will be fixed at a 27.5% discount off theutility's kWh rate. As utility rates increase over time, the discount will be fixed at 27.5%, but willresult in higher $ savings to customers.
Page 27 of 28 New Jersey Board of Public Utilities Program Year 1, Application Period 1
Appendix B: Required Attachments Checklist
Note that this list is for indicative purposes only. Additional attachments may be required, and are identified throughout this Application Form.
Required Attachments for all Applications Page Attached? Delineated map of the portion of the property on which the community solar facility will be located.
p.7 ☐Yes ☐ No
For electronic submission only: copy of the delineated map of the portion of the property on which the community solar facility will be located as a PDF and in drawing file format (.dwg) or as a shapefile (.shp).
p.7 ☐Yes ☐ No
Proof of site control. p.8 ☐Yes ☐ NoCopy of the completed Permit Readiness Checklist as it was submitted to NJDEP PCER, if applicable.
p.11 ☐Yes ☐ No
Proof of a meeting with NJDEP PCER, if applicable. p.12 ☐Yes ☐ NoA screenshot of the capacity hosting map at the proposed location, showing the available capacity.
p.12 ☐Yes ☐ No
Substantiating evidence of project cost in the form of charts and/or spreadsheet models.
p.16 ☐Yes ☐ No
Certifications in Section C. p.19-23 ☐Yes ☐ NoProduct Offering Questionnaire(s). p.24 ☐Yes ☐ No
Required Attachments for Exemptions Page Attached? The Applicant is a government entity (municipal, county, or state), and the community solar developer will be selected by the Applicant via a Request for Proposals (RFP), Request for Quotations (RFQ), or other bidding process: Attach a letter from the Applicant describing the bidding process
p.6,p.19
☐Yes ☐ No
The proposed community solar project is located, in part or in whole, on Green Acres preserved open space or on land owned by NJDEP. Attach special authorization from NJDEP for the site to host a
community solar facility.
p.8 ☐Yes ☐ No
The proposed community solar project has received, in part or in whole, a subsection (t) conditional certification from the Board prior to February 19, 2019. Attach a signed affidavit that the Applicant will immediately withdraw
the applicable subsection (t) conditional certification if the proposedproject is approved by the Board for participation in the CommunitySolar Energy Pilot Program.
p. 19 ☐Yes ☐ No
X
X
XX N/A
X N/AX
X
X
X
X
X
X
Adamsville Rd Community Solar Supplemental Information
36 Adamsville Rd Bridgewater NJ 08807 September 9, 2019
TABLE OF CONTENTS
Section 6 – Solar Facility Layout ...........................................................................................................
Section 7, Question 1 – Site Control .....................................................................................................
Section 7, Question 16 – Area in Need of Redevelopment ..................................................................
Section 7, Question 21 – Site Preservation and Enhancement ...........................................................
Section 8, Question 4 – Hosting Capacity Map ....................................................................................
Section 9, Question 5 – Affordable Housing Letter of Support ..........................................................
Section 9, Question 6 – Affordable Housing Affidavit .........................................................................
Section 10, Question 3 – Community Consultative Process ...............................................................
Section 11, Question 1 – Project Cost Estimate ...................................................................................
Section 12, Question 4 – Job Creation ..................................................................................................
Section 6 – Solar Facility Layout
Company Contact Info
Location
Project
Customer
Designed By
Project number
Sheet Title
Sheets
Rev DateDescription Drawn By
Issue Sheet Number
COMPANY LOGO----
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PV E2.3
Company Address:
Company Phone:
Company FAX:
Company E-mail:
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Company Name: ----
Engineering StampSheet Name
ARRAY LAYOUT
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CLOVERMILL PROPERTIES, LLC
DENNIS SARGENTI
COMMUNITY SOLAR
ROOF MOUNTED SOLAR
36 SOUTH ADAMSVILLE ROAD
BRIDGEWATER TOWNSHIP,
NJ 08807
TOTAL DC SYSTEM SIZE:
1,356.74 kW-DC
TOTAL MODULES:
3,524 @ 385 WATTS EACH
TOTAL AC SYSTEM SIZE:
1,000 kW-AC
TOTAL INVERTERS:
8 @ 125 kW EACH
Section 7, Question 1 – Site Control
Please note that commercial terms have been redacted to protect confidential information with the landowner. Please reach out with any questions about information that may be redacted.
Page 1
ROOFTOP AND LAND LEASE
This ROOFTOP AND LAND LEASE AGREEMENT (this “Lease”) is entered into as of the
Effective Date by and between Landlord and Tenant (defined below).
In consideration of the mutual promises of the parties herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Landlord
(collectively referred to herein as the “Parties”, or individually as a “Party”) hereby agree as follows:
BASIC LEASE PROVISIONS
EFFECTIVE DATE November __, 2018.
LANDLORD Clovermill Properties, LLC a New Jersey limited liability company.
TENANT SRE SOLAR ORIGINATION 2, LLC a Delaware limited liability
company.
PROPERTY
BUILDING
That certain real property located at 36 Adamsville Road and 9 Finderne
Avenue in Bridgewater, NJ, as more particularly described on Exhibit
A, attached hereto, together with any rights, benefits and easements
appurtenant to such real property.
That certain building located on the Property.
ROOFTOP SPACE The surface of the roof of the Building necessary to install and site the
roof-mounted portion of the Solar Facility (defined below), as depicted
in the site plan attached hereto as Exhibit B (the “Site Plan”).
RE-ROOFING COST
The estimated cost of re-roofing (the “Re-Roofing Cost”) is the
following, which shall be performed by and paid by Tenant. The final
scope and cost of re-roofing work shall be approved by Tenant.
9 Finderne Avenue:
36 Adamsville Road:
GROUND SPACE The ground space adjacent to the Building, as depicted in the Site Plan,
for the ground-mounted portion of the Solar Facility and any permanent
ground mounted equipment (including inverters, transformers, meters,
electrical panels, monitoring equipment conduit and related equipment)
necessary to interconnect the Solar Facility to the Delivery Point
(defined below).
Page 2
BASIC RENT
From the Effective Date until
the Commercial Operation Date
From the Commercial
Operation Date and continuing
for the remainder of the Term
An annual amount equal to
to be paid in equal quarterly installments, payable pursuant to Section 5
below.
An annual amount equal to per
kWdc installed, which shall be payable pursuant to Section 5 below. For
every $50,000.00 reduction in Re-Roofing Cost, Basic Rent shall
increase by /kWdc. For every $50,000.00 increase in Re-Roofing
Cost, Basic Rent shall decrease by /kWdc.
TERM The period commencing on the Effective Date and expiring on the date
that is twenty (20) years after the Commercial Operation Date (defined
below) (the “Initial Term”). Tenant shall have the right to extend the
Initial Term for three (3) additional five (5) year period (each, a
“Renewal Term”), provided that Tenant delivers notice to Landlord of
its intent to exercise a Renewal Term at least ninety (90) days prior to
the expiration of the Initial Term or the then-current Renewal Term. The
Initial Term and any applicable Renewal Term(s) are referred to herein
collectively as the “Term”.
COMMERCIAL
OPERATION DATE
That date on which Tenant notifies Landlord that (a) completion of the
construction and successful testing of the Solar Facility has occurred,
and (b) the Solar Facility has obtained final approval for interconnected
operation by the Utility (defined below). Such notice shall contain the
final size of the Solar Facility (in installed kWdc), which shall be the
basis for determining the Basic Rent after the Commercial Operation
Date throughout the Term.
LIST OF EXHIBITS
EXHIBIT A – Legal Description of the Property
EXHIBIT B – Site Plan – Depiction of the Rooftop Space, Ground Space and Delivery Point
EXHIBIT C – Form of Memorandum of Lease
Page 3
1. Basic Lease Provisions/Certain
Definitions. The Basic Lease Provisions set forth
above and the Exhibits attached to this Lease are
each incorporated into the body of this Lease as
if set forth in full. For purposes of this Lease, the
following definitions shall apply:
(a) “Collateral” shall mean the
Solar Facility, all other personal property within
the Premises owned by Tenant, the renewable
energy, the Environmental Attributes, Solar
Incentives or any part of the foregoing.
(b) “Delivery Point” shall mean the
location at which the Solar Facility interconnects
with the local electric distribution system, as
depicted in the Site Plan.
(c) “Environmental Attributes”
shall mean, without limitation, carbon trading
credits, renewable energy credits or certificates,
emissions reduction credits, emissions
allowances, green tags, tradable renewable
credits, or Green-e® products.
(d) “Governmental Approvals”
shall mean all certificates, permits, licenses, and
other approvals related to the Solar Facility which
shall be obtained by Tenant at its sole cost and
expense.
(e) “Governmental Authorities”
shall mean all federal, state, local or regulatory
authorities.
(f) “Losses” shall mean any and all
claims, actions, causes of action, suits,
proceedings, costs, expenses (including, without
limitation, reasonable attorneys’ fees and costs),
liabilities, damages, penalties, fines, losses and
liens of any type.
(g) “Premises” shall mean those
portions of the Rooftop Space, Ground Space and
Easement Areas as shall be necessary for the
construction, installation, operation and
maintenance of the Solar Facility and the
interconnection of the Solar Facility with the
Delivery Point.
(h) “Solar Facility” shall mean the
solar electric generation and distribution facility at the Premises which shall include all
photovoltaic solar panels, mounting systems,
inverters, transformers, integrators, all electrical
lines and conduits required to collect and transmit
electrical energy to the Delivery Point and such
additional utility lines, cables, conduits,
transformers, wires, meters, monitoring
equipment and other necessary and convenient
equipment and appurtenances common to such a
facility.
(i) “Solar Incentives” include,
without limitation, any accelerated depreciation,
installation or production-based incentives,
investment tax credits and subsidies.
(j) “Utility” means the local electric
distribution owner and operator providing
electric distribution and interconnection services
to Tenant at the Premises, as well as any other
electric distribution or transmission owner or
operator with approval and/or consent rights of
any kind in connection with the Solar Facility.
(k) “Utility Approval” means all
certificates, contracts, permits, licenses, and other
approvals required by any Utility related to the
Solar Facility which shall be obtained by Tenant
at its sole cost and expense.
2. Lease of the Premises.
(a) Lease. Landlord hereby leases
and grants to Tenant exclusive rights to the
Rooftop Space and the Ground Space and Tenant
agrees to and does hereby lease from Landlord,
subject to the terms and conditions of this Lease,
the Rooftop Space and Ground Space, together
with all right, title and interest of Landlord in and
to all easements, rights, privileges and
appurtenances to the same belonging or in any
way appertaining thereto, for the purposes of
constructing, placing, operating, maintaining,
reconstructing, replacing, rebuilding, upgrading,
removing, inspecting, modifying and/or repairing
the Solar Facility.
(b) Common Areas. Tenant shall
be entitled to the non-exclusive use of all parking
areas, pedestrian walkways, driveways and
access roads, entrances and exits, and landscaped areas (“Common Areas”) during the Term to the
extent such use is necessary for Tenant’s
Page 4
maintenance, repair, and operation of the Solar
Facility.
(c) Cable Easement. Landlord
hereby grants Tenant, and Tenant hereby accepts
from Landlord, a non-exclusive easement to use
portions of the Building’s riser systems, chase
ways, exterior wall surface, roof surface, ground
surface or below ground (the “Cable
Easement”); which areas shall be referred to
herein as the “Cable Easement Area,” for the
purposes of installing, operating, maintaining,
interconnecting, repairing, removing and
replacing cables, conduits, network connections,
data acquisition and telecommunications lines
and related transmission lines, all of which shall
be used in connection with the operation of the
Solar Facility. Tenant shall exercise reasonable
care and reasonable consideration in entering
upon the Cable Easement Area so as to not
unreasonably interfere with the use and
enjoyment of the Cable Easement Area by its
owners and occupants. The Cable Easement
granted herein shall bind Landlord and its
successors under this Lease; provided, however,
that the term of the Cable Easement shall be
concurrent with the Term of this Lease and the
Cable Easement shall expire or terminate
automatically upon the expiration or termination
of this Lease.
(d) Construction Easement Area.
Landlord hereby further grants to Tenant, and
Tenant hereby accepts from Landlord, a non-
exclusive easement to use an area of the Property
in a location mutually agreed upon by the Parties
(the “Construction Easement”), which area
shall be referred to herein as the “Construction
Easement Area”, for use as a laydown and
construction staging area and for temporary
storage commencing on the Effective Date and
expiring on the Commercial Operation Date. The
Cable Easement Area and the Construction
Easement Area may be referred to collectively as
the “Easement Areas”.
3. Delivery of Premises. Landlord shall
deliver the Premises to Tenant on the Effective
Date in a condition which is clean and free of
debris. Landlord represents and warrants to
Tenant that as of the Effective Date there are no
covenants, conditions, restrictions or other
private restrictions encumbering the Property
which in any way limit or otherwise restrict the
Permitted Use (defined below).
4. Term of Lease. Notwithstanding the
foregoing, Tenant may terminate this Lease at
any time prior to the Commercial Operation Date
for any reason or no reason whatsoever, without
penalty, by providing written notice to Landlord
prior to the Commercial Operation Date.
Additionally, should more than eighteen (18)
months pass following the Effective Date without
reaching the Commercial Operation Date, Landlord shall have the ability to terminate this
Lease by providing written notice to Tenant.
Upon either such termination, except as expressly
set forth herein and except for decommissioning
obligations set forth herein, this Lease shall be of
no further force or effect and all rights, duties and
obligations of Landlord and Tenant under this
Lease shall terminate, except for those that
expressly survive termination of the Lease.
5. Basic Rent. Tenant covenants and agrees
to pay Landlord during the Term the amount of
the “Basic Rent” described in the Basic Lease
Provisions above. Basic Rent due from the
Effective Date and ending on the Commercial
Operation Date shall be payable in advance in
quarterly installments and shall be due on or
before the fifth (5th) business day of the
applicable calendar month. Basic Rent due from
the Commercial Operation Date and throughout
the rest of the Term shall be payable annually in
advance and shall be due on or before the fifth
(5th) business day after the Commercial Operation
Date and each anniversary thereafter during the
Term (prorated for any partial annual period).
6. Diligence, Use and Access.
(a) Diligence. Landlord will make
available to Tenant copies of studies, reports,
maps, surveys, and any other materials in
Landlord’s possession or reasonable control that
are material to evaluating the Property.
(b) Tenant, at Tenant’s cost, may
obtain a preliminary title report (the “Title
Page 5
Report”) and/or survey (the “Survey”) for the
Property.
(c) Permitted Use. Tenant may
evaluate, conduct and perform inspections,
including structural strength analyses and such
other tests and inspections that Tenant deems
necessary or advisable in its sole discretion.
Tenant may install one or more measuring
devices on the Property as necessary to measure
its solar characteristics. Tenant shall use the
Premises only for the installation, construction,
operation, interconnection, disconnection,
maintenance, alteration, repair, improvement, replacement, reconstruction and removal of the
Solar Facility and uses incidental thereto (the
“Permitted Use”).
(d) Other Uses. At all times during
the Term, Tenant shall have the exclusive and
continuous right to unobstructed direct sunlight
for operation of the Solar Facility. Landlord shall
not use (or allow the use of) any portions of the
roof of the Building not leased hereunder for any
purpose, or grant easements or subleases in favor
of third persons for the installation or operation
of telecommunications equipment, satellite
dishes, antennae, building service equipment or
other improvements that may interfere with the
Permitted Use (collectively, “Other Uses”)
without the prior written consent of Tenant,
which consent shall not be unreasonably
withheld, conditioned or delayed.
(e) Access. Provided that Tenant
complies with all reasonable building-standard
security measures adopted in writing by Landlord
(at Landlord’s sole cost and expense), Tenant and
Tenant’s designees (including Tenant’s
Financing Party, as defined below, and any
Utility) shall have the non-exclusive right of
ingress and egress from a public right of way,
seven (7) days a week, twenty four (24) hours a
day, over the Property and in and through the
Building (subject to the rights of all tenants with
valid written leases therein) for the purpose of
construction, installation, operation,
interconnection, inspection, maintenance, repair
and improvements of the Solar Facility.
(f) Installation. Tenant shall have
the right to install the Solar Facility on the
Premises, and to make such other installations on
the Premises as may be reasonably necessary in
connection with the Permitted Use. Subject to the
terms and conditions of this Lease, Tenant shall
have the right at any time and from time to time
to repair, replace, remove, improve, enhance,
relocate or replace the Solar Facility or any
portion thereof with new or different equipment
with the same or different specifications (each, an
“Alteration”), so long as the installation of such
Alterations are otherwise in compliance with this
Lease and all applicable Laws and are within the
Premises. Tenant shall provide Landlord with (i)
no less than thirty (30) days advance notice of the
commencement of the installation of any
Alteration; and (ii) a copy of the design
(including all applicable plans and specifications
and similar documentation reasonably requested
by Landlord in writing) of any such Alteration to
Landlord; provided, however, that Landlord
agrees that such design is the proprietary property
of Tenant.
7. Solar Facility as Personal Property.
The Parties agree that the Collateral is hereby
severed by agreement and intention of the Parties
and shall remain severed from the Premises, and
shall be considered with respect to the interests of
the Parties hereto as the property of Tenant or a
Financing Party (defined below) designated by
Tenant, and, even though attached or affixed to or
installed upon the Premises, shall not be
considered to be fixtures or a part of the Premises
and shall not be or become subject to the lien of
any mortgage or deed of trust heretofore or
hereafter placed on the Premises by Landlord.
Landlord waives any rights it may have under the
laws of the state where the Premises is located,
arising under this Lease, or otherwise, to any lien
upon, or any right to distress or attachment upon,
or any other interest in, any item constituting part
of the Collateral and consents to the filing by
Tenant, on behalf of Landlord, of a disclaimer of
the Collateral as fixtures of the Premises in the
official records of the county where the Property
is located.
8. Maintenance/Security.
Page 6
(a) Tenant’s Maintenance
Obligations. During the Term, Tenant will
maintain the Solar Facility in good working
condition. Tenant shall have no obligation to
maintain the condition of the Building or the
Premises except that Tenant shall be responsible
at its own expense for the repair of damages
caused to the Premises or the Building by Tenant
or Tenant’s contractors.
(b) Landlord’s Maintenance
Obligations. During the Term, Landlord shall
maintain, in good operating condition and repair,
the Building and the Premises. Landlord shall
perform, at its sole expense, all repairs reasonably
necessary to maintain the Premises in a
tenantable condition , so as to minimize the
impact to the operation of the Solar Facility
during the peak output periods. Landlord shall
complete any maintenance or repairs required
under this Section as soon as reasonably
practicable, but in any event within thirty (30)
days. Landlord shall endeavor to provide Tenant
with no less than ten (10) business days written
notice of any repairs to the roof of the Building
except in the case of an emergency, in which case
Landlord shall provide Tenant with as much prior
written notice of such repairs as is reasonable
under the circumstances.
(c) Landlord’s Damage. If
Landlord damages the Solar Facility, Landlord
shall immediately notify Tenant of same. Tenant
shall have the right to make all repairs to the Solar
Facility or related facilities at the sole cost and
expense of Landlord. Such costs will either be
paid directly by Landlord to Tenant within fifteen
(15) days of receipt of an invoice or shall be
deducted from the next monthly rental payment.
(d) Security. As Landlord has care,
custody and control of the Rooftop Space and the
Ground Space, Landlord agrees that Landlord
shall not allow entry upon such areas except for
the purpose of inspection and repair, and shall not
interfere with or handle the Solar Facility or any
part thereof without the prior written
authorization of Tenant. Without limiting the
foregoing, Landlord shall be responsible for any
resulting damages to the Solar Facility arising
from Landlord’s negligence or willful
misconduct in connection with this Section 8.
(e) Interruption of Electrical
Output. Landlord agrees that if its acts or
omissions result in the interruption of the Solar
Facility’s ability to generate electricity for more
than five (5) during any twelve (12) month
period, then, from and after such fifth (5th) day,
Tenant shall be entitled to (i) an abatement of
Basic Rent due hereunder until such time as the
Solar Facility has resumed commercial
operations, and (ii) an amount equal to any Losses
suffered by Tenant as a result of such interruption
including, without limitation, any penalties, fines
or reduced or eliminated payments imposed by or
received from any third parties.
(f) Sunlight Easement. Landlord
will take all reasonable actions as necessary to
prevent other buildings, structures or flora from
overshadowing or otherwise blocking access of
sunlight to the Solar Facility, including but not
limited to granting a solar access easement for
such purpose.
9. Insurance and Waiver of Subrogation.
Landlord and Tenant shall each maintain the
following insurance coverages in full force and
effect throughout the Term: (i) workers’
compensation insurance as may be from time to
time required under applicable Laws, and (ii)
commercial general liability insurance in an
amount not less than One Million Dollars
($1,000,000) of combined single limit liability
coverage per occurrence, accident or incident,
which has a commercially reasonable deductible.
Additionally, Tenant shall carry adequate
property loss insurance on the Solar Facility
which need not be covered by the Landlord’s
property coverage, and Tenant’s coverage
thereunder shall be primary and non-
contributory. Each Party, upon request, shall
furnish current certificates evidencing that the
insurance required under this Section is being
maintained. Each Party’s insurance policy shall
be written on an occurrence basis and shall
include the other Party as an additional insured as
its interest may appear. Tenant shall have the
right to obtain the insurance of the kind and in the
amounts provided for under this paragraph under
Page 7
a blanket insurance policy covering other
properties as well as the Premises or pursuant to
a corporate policy of self-insurance. Landlord
and Tenant hereby release each other, and their
respective authorized representatives, from any
claims for damage to any person, or to the
Premises (including the improvements and
personal property located therein) that are caused
by or result from risks insured against under any
property insurance policies carried by the Parties
and in force at the time of such damage, provided
that each Party is able to obtain from its
respective insurer(s), without payment of
material additional premium, a waiver by such
insurer(s) of all rights of subrogation or
assignment of claims in connection with a claim
against Landlord or Tenant, as the case may be,
covered by such insurance.
10. Taxes and Assessments. “Taxes and
Assessments” shall mean all taxes, assessments
or other impositions, general or special, ordinary
or extraordinary, of every kind or nature, which
may be levied, assessed or imposed upon or with
respect to the Property or any part thereof,
including the Premises, or upon any buildings,
improvements, fixtures, equipment or personal
property at any time situated thereon. Landlord
shall pay before the same become delinquent (i)
any transfer or conveyance tax arising out of this
Lease, and (ii) any Taxes and Assessments which
accrue during the Term and are imposed on, or
arise in connection with, the Property (except
those that are the responsibility of Tenant
pursuant to clause (a) below), including any
annual increases thereon. Tenant shall not be
responsible for payment of any municipal, state
or federal income, income profits or revenue tax
imposed on rent, inheritance, estate, succession,
transfer, gift, franchise, corporation, income or
profit tax or capital levy or any tax related to a
change of ownership of the Property.
(a) Tenant’s Taxes. Throughout
the Term, Tenant shall pay, or cause to be paid,
all Taxes and Assessments that may be imposed
on the Solar Facility, and Tenant shall pay, or
cause to be paid, any increase in Taxes and
Assessments accruing during the Term against
the Premises to the extent resulting directly from the presence of the Solar Facility on the Premises.
Landlord shall promptly forward to Tenant all
notices, bills or other statements received by
Landlord concerning any Taxes and Assessments
that are the responsibility of Tenant. To the
extent that any of the Taxes and Assessments
payable by Tenant are jointly assessed with
Landlord’s real estate taxes, assessments and
other impositions, the Parties shall cooperate in a
good faith effort to cause such Taxes and
Assessments to be separately assessed. Tenant
shall pay all such Taxes and Assessments directly
to the taxing authority as the same become due
and payable.
(b) Right to Contest Assessment.
Tenant shall have the right in its own name to
contest the validity or amount, in whole or in part,
of any Taxes or Assessments for which Tenant is
responsible by appropriate proceedings timely
instituted, provided that any such contest by
Tenant shall effectively stay or prevent any
official or judicial sale of the Premises or any part
thereof by reason of nonpayment of any Taxes or
Assessments. Landlord shall, at Tenant’s
request, and expense, fully cooperate with Tenant
in all reasonable ways to contest any Taxes and
Assessments.
(c) The provisions of this Section 10
shall survive the expiration or earlier termination
of this Lease.
11. Liens. Tenant shall pay, when due, all
charges for labor or materials furnished to Tenant
at the Premises. Tenant shall not allow any
mechanics’ liens to be filed against the Premises
or the Building unless Tenant provides to
Landlord a bond or other surety in the amount
required by any Laws to release the lien.
12. Subordination; Nondisturbance.
Landlord covenants and agrees to deliver to
Tenant within thirty (30) days of Tenant’s request
for such, a subordination, non-disturbance and
attornment agreement(s) (each a “SNDA”) from
the current holder(s) of any deed of trust,
mortgage or other lien encumbering the Premises,
in form and substance reasonably acceptable to
Tenant, which provides, among other things, that
Tenant's occupancy or use of the Premises in
accordance with the terms of this Lease will not
be disturbed and that Landlord’s lender waive
any rights or interests it may have in the
Page 8
Collateral. Such SNDA may be recorded in the
official records of the county where the Premises
is located.
13. Casualty; Condemnation.
(a) Damage; Destruction. If at any
time during the Term of this Lease all or
substantially all of the Premises shall be damaged
and or destroyed by fire or other casualty, then
Tenant may terminate this Lease by written
notice to the Landlord, which termination shall be
effective upon receipt of such notice by Landlord.
(b) Condemnation. If, at any time
during the Term, all or any part of the Premises
shall be condemned or transferred in lieu of
condemnation, the net proceeds of such
condemnation or transfer shall be divided
between Landlord and Tenant in the proportions
specified in the condemnation award or
agreement of transfer or, if not so specified, in
proportion to the fair value of Landlord’s and
Tenant’s respective interests in this Lease and the
Premises, provided that to the extent the net
proceeds of any condemnation or transfer in lieu
of condemnation are attributable to the Collateral,
such proceeds shall be paid solely to Tenant with
Landlord receiving any proceeds attributable
solely to the residual value of the Building and
the fee estate of the Premises.
14. Mortgage of Tenant’s Interest.
(a) Leasehold Financing. Tenant
may obtain financing pertaining to the Solar
Facility from one or more Financing Parties
(defined below), including but not limited to, (i)
development, bridge, construction, term or
permanent financing, (ii) investment capital or
working capital and/or (iii) structured tax equity
financing, securitization financing, sale-
leaseback financing, and/or any other debt or
equity financing, including without limitation,
any renewals, refundings, extensions or
refinancings of any of the foregoing. In
connection therewith Tenant may enter into
various agreements and execute various
documents relating to such financing, which
documents may, among other things, assign this
Lease and any easements benefiting the Premises
by way of direct or collateral assignment to a
Financing Party, assignment of a lease and
easements from such Financing Party to Tenant,
grant the Financing Parties a sublease or other
real property interest in Tenant’s interest in and
to the Premises, grant a first priority security
interest in Tenant’s interest in the Collateral
and/or this Lease and Tenant’s other interests in
and to the Premises, including, but not limited to,
any easements, rights of way or other similar
interests (such documents, “Financing
Documents”). Landlord acknowledges notice of
the foregoing and consents to the foregoing
actions and Financing Documents described
above, and Landlord agrees to execute, and
agrees to cause any and all of Landlord’s lenders
to execute, such subordination agreements,
consents, estoppels and other acknowledgements
of the foregoing as Tenant or the Financing
Parties may request. For purposes herein,
“Financing Party” or “Financing Parties” shall
include (x) any individual, entity, financial
institution, leasing company, or lender providing
funds or extending credit to Tenant or its affiliates
and (y) any collateral or administrative agent
acting on behalf of any such individual, entity,
financial institution, leasing company, or lender
in connection with such financing.
15. Assignment and Subletting.
(a) Tenant Assignment. Tenant
shall not have the right to assign any of its rights,
duties or obligations under this Lease without the
prior consent of Landlord, which consent shall
not be unreasonably withheld, conditioned or
delayed; provided, however, that Tenant may,
without Landlord’s consent, in its sole discretion
assign any of its rights, duties, or obligations
under this Lease and with respect to the Solar
Facility or the Collateral (i) to one or more of its
affiliates, (the “Affiliate Parties”), (ii) to a
Financing Party, or (iii) to any present or future
purchaser of the power generated by the Solar
Facility.
(b) Tenant Sublet. Tenant may not
sublet all or any portion of the Premises without
the prior consent of Landlord, which consent
shall not be unreasonably withheld, conditioned
or delayed.
Page 9
(c) Landlord Assignment.
Landlord may, and shall, assign its rights and
obligations hereunder to any purchaser of the
Building from Landlord. Landlord shall provide
to Tenant no less than ten (10) days’ prior written
notice of any such assignment. Landlord may
not otherwise assign this Lease without Tenant’s
prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed.
16. Default Provisions.
(a) Tenant Default. In the event of
any breach by Tenant of any of its covenants or
obligations under this Lease, Landlord shall give
Tenant written notice of such breach. After
receipt of such written notice, Tenant shall have
thirty (30) days in which to cure any monetary
breach and sixty (60) days in which to cure any
non-monetary breach hereunder, provided Tenant
shall have such extended period as may be
reasonably required beyond the sixty (60) day
period for a non-monetary cure if the nature of the
cure is such that it reasonably requires more than
sixty (60) days and Tenant commences the cure
within the sixty (60) day period and thereafter
continuously and diligently pursues the cure to
completion.
(b) Landlord Default. In the event
of any breach by Landlord of any of its
representations, warranties, covenants or
obligations under this Lease, Tenant shall give
Landlord written notice of such breach. After
receipt of such written notice, Landlord shall
have thirty (30) days in which to cure any
monetary breach and sixty (60) days in which to
cure any non-monetary breach hereunder;
provided Landlord shall have such extended
period as may be reasonably required beyond the
sixty (60) days for a non-monetary cure if the
nature of the cure is such that it reasonably
requires more than sixty (60) days and Landlord
commences the cure within the sixty (60) day
period and thereafter continuously and diligently
pursues the cure to completion. Notwithstanding
the foregoing to the contrary, it shall be a default
under this Lease if Landlord fails, within five (5)
days after receipt of written notice of such breach,
to perform an obligation required to be performed
by Landlord if the failure to perform such an
obligation interferes with the Permitted Use.
17. Remedy Provisions.
(a) Landlord Remedies. In the
event of any default and breach by Tenant beyond
all applicable cure periods, Landlord may, at any
time thereafter, and without limiting Landlord in
the exercise of any right or remedy which
Landlord may have by reason of such default and
breach:
(i) Terminate Tenant’s
right to possession of the Premises by any lawful
means, in which case this Lease shall terminate
and Tenant shall immediately surrender
possession of the Premises to Landlord. In such
event Landlord shall be entitled to recover from
Tenant all damages incurred by Landlord by
reason of Tenant’s default including, but not
limited to, (A) the cost of recovering possession
of the Premises including reasonable attorneys’
fees related thereto; and (B) the worth at the time
of the award of any unpaid rent that had been
earned at the time of the termination, to be
computed by allowing interest at three percent
(3%) per annum but in no case greater than the
maximum amount of interest permitted by law,
and (iii) any other amounts, in addition to or in
lieu of those listed above, that may be permitted
by applicable Laws; or
(ii) Maintain Tenant’s right
to possession as provided by applicable law in
which case this Lease shall continue in effect
whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be
entitled to enforce all of Landlord’s rights and
remedies under this Lease, including the right to
recover the Basic Rent as it becomes due
hereunder; and
(iii) Pursue any other
remedy now or hereafter available to Landlord
under applicable law.
(b) Tenant’s Remedies. Upon a
default by Landlord that is not cured within the
permitted time under Section 16, Tenant may, at
its option (but without obligation to do so),
declare an event of default and (i) terminate this
Lease and seek all available remedies, or (ii)
Page 10
perform Landlord’s duty or obligation on
Landlord’s behalf, including but not limited to the
obtaining of insurance policies required to be
carried by Landlord under the Lease. At Tenant’s
discretion, the costs and expenses of any such
performance by Tenant may either (A) be offset
by Tenant against Basic Rent due under this
Lease, or (B) become due and payable by
Landlord upon its receipt of an invoice therefor
from Tenant.
18. End of Term..
(a) Decommissioning. Unless a
Governmental Authority requires
decommissioning security (in which case such
requirement shall supersede this Lease’s
requirement for any Restoration Security),
within five (5) business days of the Commercial
Operation Date, Tenant shall establish security
payable to Landlord to cover Tenant’s obligations
under Section 18(b) herein (the “Restoration
Security”) by delivering to Landlord a letter of
credit, bond, corporate guarantee from an
investment grade company or equivalent security.
The amount of the Restoration Security shall be
equal to the Net Removal Cost (as defined
below), which will be determined by the Tenant
in good faith. The terms of any letter of credit,
corporate guarantee or bond will expressly
provide that Landlord will be entitled to use
amounts received from the Restoration Security
to remedy any damage to the Premises if Tenant
fails to comply with its obligations pursuant to
subsection (b) hereof, after notice and
opportunity to cure as provided herein. The “Net
Removal Cost” means (i) the cost of performing
Tenant’s obligations under subsection (b) minus
(ii) the salvage value of the Solar Facility located
on the Premises at the time such calculation is
made.
(b) Surrender of Possession. Promptly
after the expiration or earlier termination of the
Term, Tenant shall commence to decommission,
dismantle and remove the Solar Facility and all
personal property except for mounting pads or
other support structures that could cause integrity
issues if removed, and restore the Premises to its
original condition, reasonable wear and tear,
casualty damage and condemnation excepted;
provided, however, that Tenant shall not be
required to decommission, dismantle or remove
any underground improvements or to
significantly alter the grade of the Ground Space.
Landlord agrees and acknowledges that the Solar
Facility and all of the equipment, conduits,
fixtures and personal property of Tenant shall
remain the personal property of Tenant and
Tenant shall have the right to remove the same at
any time during the Term, whether or not said
items are considered fixtures and attachments to
real property under applicable Laws. Landlord
hereby grants to Tenant and its successors and
assigns a license to enter upon the Property to
perform the activities required to be performed by
Tenant pursuant to this Section 18, which license
shall be effective commencing upon the date of
termination or expiration of the Term and shall
continue for one hundred eighty (180) days
thereafter.
19. Mutual Indemnification.
(a) Tenant Indemnification.
Notwithstanding anything to the contrary
contained in the Lease, Tenant shall indemnify,
defend and hold harmless Landlord and its
affiliates, agents, officers, directors, trustees,
employees and mortgagees (collectively, the
“Landlord Indemnified Parties”) against any
and all Losses directly arising from (i) the
negligence or willful misconduct of Tenant or
any Tenant Indemnified Party (defined below), or
(ii) any material breach by Tenant of the terms of
this Lease; provided, however, that such Losses
are not due to the negligence or willful
misconduct of a Landlord Indemnified Party.
(b) Landlord Indemnification.
Notwithstanding anything to the contrary
contained in the Lease, Landlord shall indemnify,
defend and hold harmless Tenant and its
affiliates, agents, officers, directors, trustees,
members, shareholders, managers, employees,
Tenant’s Financing Parties and mortgagees
(collectively, the “Tenant Indemnified
Parties”) against any and all Losses directly
arising from (i) the negligence or willful
misconduct of Landlord or any Landlord
Indemnified Party, or (ii) any material breach by
Landlord of the terms of this Lease; provided,
however, that such Losses are not due to the
Page 11
negligence or willful misconduct of a Tenant
Indemnified Party.
(c) Survival. The obligations of the
Parties under this Section 19 shall expressly
survive the expiration or earlier termination of the
Lease.
20. Applicable Laws. During the Term,
Landlord, at its sole cost and expense, shall
maintain the Premises, the Building (except for
those portions that are the responsibility of
Tenant or the various tenants of the Building
pursuant to their respective written leases),
Building systems, the Common Areas and all
structural elements of the Premises in compliance
with (a) all Laws, and (b) all building codes.
During the Term, Tenant shall, at Tenant’s sole
cost and expense, comply with (i) all Laws
relating solely to Tenant’s specific and unique
nature of use of the Premises; and (ii) all building
codes, to the extent the Premises requires
modifications due to the improvements being
made by Tenant to the Premises.
21. Quiet Enjoyment. Landlord covenants
that Tenant shall peaceably and quietly have, hold
and enjoy access to and the benefits of the
Premises during the Term for the Permitted Use,
and Landlord shall protect and defend the right,
title and interest of Tenant hereunder from any
other right, interest, title and claim arising
through Landlord or any other third person or
entity.
22. Disputes. If the parties are unable to
resolve amicably any dispute arising out of or in
connection with this Lease, they agree that such
dispute shall be resolved in the State court located
in the county in which the Property is situated.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT,
NEITHER PARTY SHALL BE ENTITLED TO,
AND EACH OF LANDOWNER AND
TENANT HEREBY WAIVES, ANY AND ALL
RIGHTS TO RECOVER CONSEQUENTIAL,
INCIDENTAL, PUNITIVE AND/OR
EXEMPLARY DAMAGES, HOWEVER
ARISING, WHETHER IN CONTRACT, IN
TORT, OR OTHERWISE, UNDER OR WITH
RESPECT TO ANY ACTION TAKEN IN
CONNECTION WITH THIS LEASE.
23. Landlord’s Representations,
Warranties and Covenants. In order to induce
Tenant to enter into this Lease, Landlord
covenants, represents and warrants, as of the
Effective Date and throughout the Term, as
follows:
(a) Landlord is solvent and is the
sole and exclusive owner of the Premises and has
full authority to enter into, execute, deliver and
perform this Lease, and is not in default of any
mortgage, deed of trust or other similar lien
affecting the Premises;
(b) Landlord has received no actual
or constructive notice of any condemnation or
eminent domain proceedings or negotiations for
the purchase of the Building or any part thereof
in lieu of condemnation;
(c) during the six (6) month period
preceding the Effective Date, Landlord has not
performed and has not caused to be performed
any work on the Premises or any of the Building
that could give rise to any mechanic’s or
materialmen’s liens;
(d) there are no unrecorded
easements or agreements affecting the Premises
that might prevent or adversely affect the
Permitted Use or occupancy of the Premises by
Tenant for operation of the Solar Facility;
(e) to the best of its knowledge, the
Building and the Premises, including structural
elements of the Building and the Premises, and all
Building systems (including, but not limited to,
the foundations, exterior walls, structural
condition of interior bearing walls, roof, fire
sprinkler and/or standpipe and hose or other
automatic fire extinguishing system, fire hydrants
and utility systems serving the Common Areas)
are in good operating condition and repair,
reasonably sufficient and fit for the Permitted Use
during the Term;
(f) each individual executing this
Lease on behalf of the Landlord represents and
warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of
Page 12
Landlord and that this Lease is binding upon the
Landlord;
(g) Landlord has obtained all third
party consents (including the consent of any
partners, shareholders, members, managers,
lenders and tenants) necessary to execute and
deliver this Lease; and
(h) Landlord understands that the
ability of Tenant to use the Premises for the Solar
Facility is expressly contingent upon Tenant
obtaining and maintaining all Governmental
Approvals and Utility Approvals that may be
required by the Utility and/or the Governmental
Authorities, and shall cooperate with Tenant’s
effort to obtain and maintain such Governmental
Approvals and Utility Approvals, including by
executing such documents as are reasonably
necessary.
24. Miscellaneous Provisions.
(a) Waiver of Jury Trial. EACH
PARTY HERETO WAIVES, TO THE FULL
EXTENT PERMITTED BY LAW, THE RIGHT
TO A JURY TRIAL IN ANY LITIGATION
CONCERNING THIS LEASE OR ANY
DEFENSE, CLAIM, COUNTERCLAIM,
CLAIM OF SET-OFF OR SIMILAR CLAIM OF
ANY NATURE.
(b) Confidentiality. Landlord will
maintain in strict confidence, for the sole benefit
of Tenant, the existence and the terms of this
Lease and the transactions contemplated herein;
provided, however, Landlord may disclose this
Lease and the transactions contemplated herein to
Landlord’s affiliates, subsidiaries, attorneys,
consultants or other agents or professional
advisors, or as required by law.
(c) Counterparts; Electronic
Signatures. This Lease may be executed in
counterparts. All executed counterparts shall
constitute one agreement, and each counterpart
shall be deemed an original. The Parties hereby
agree signatures transmitted by email shall be
legal and binding and shall have the same full
force and effect as if an original of this Lease had
been delivered and hereby waive any defenses to
the enforcement of the terms of this Lease based
on the foregoing forms of signature.
(d) Time Periods. If any date for
exercise of any right, giving of any notice, or
performance of any provision of this Lease falls
on a Saturday, Sunday or holiday, the time for
performance will be extended to the next business
day.
(e) No Waiver. The failure of either
Party to require strict performance by the other
Party of any provision of this Lease will not be
considered a waiver of any other provision, nor
prevent any Party from enforcing that or any
other performance at any time thereafter.
(f) Further Assurances. The
Parties shall at their own cost and expense
execute and deliver such further documents and
instruments and shall take such other actions as
may be reasonably required or appropriate to
carry out the intent and purposes of this Lease.
Landlord agrees that whenever it is provided in
this Lease that the prior consent or approval of
Landlord is required, Landlord will not
unreasonably withhold, condition or delay the
giving of such consent or approval.
(g) Governing Law. This Lease is
made pursuant to, and shall be construed and
enforced in accordance with, the laws of the State
of Delaware.
(h) Amendments; Entire
Agreement. This Lease contains the entire
agreement between the Parties and is intended by
the Parties to set forth their entire agreement with
respect to the subject matter hereof, and any
agreement hereafter made shall be ineffective to
change, modify or discharge this Lease, in whole
or in part, unless such agreement is in writing and
signed by the Party against whom enforcement of
the change, modification or discharge is sought.
Landlord and Tenant agree that all prior or
contemporaneous oral or written agreements
between or amongst themselves or their agents
are merged in or revoked by this Lease.
(i) Partial Invalidity. If any term or
provision of this Lease is, to any extent,
determined by a court of competent jurisdiction
to be invalid or unenforceable, the remainder of
this Lease shall not be affected thereby, and each
remaining term and provision of this Lease shall
Page 13
be valid and enforceable to the fullest extent
permitted by law.
(j) Successors and Assigns. This
Lease, and the rights and obligations of the
Parties hereto, shall be binding upon and inure to
the benefit of the Parties and their respective
successors, heirs, executors, administrators and
permitted assigns.
(k) Interpretation. Each Party
acknowledges that it has been represented by or
had the opportunity to be represented by legal
counsel in its review of this Lease and that any
rule of construction to the effect that ambiguities
are to be resolved against the drafting party shall
not be employed in the interpretation of this
Lease or any amendments or exhibits hereto.
(l) Survival of Terms. Those
provisions in this Lease which by their terms are
intended to be or must be performed in whole or
in part after the expiration or earlier termination
of this Lease shall survive such expiration or
termination of this Lease.
(m) Headings. The headings herein
are inserted only for convenience and shall have
no effect in interpreting the meaning of any
provision.
(n) Time is of the Essence. Time is
of the essence of this Lease and each and every
provision of this Lease.
(o) Memorandum of Lease.
Concurrently with the execution of this Lease,
Landlord and Tenant shall execute and
acknowledge before a notary public, in
recordable form, and deliver a short form
memorandum of lease in the form of Exhibit C
attached hereto and incorporated herein, which
shall be recorded by Tenant in the official records
of the county where the Premises is located.
(p) Notices. All notices, approvals,
disapprovals or elections required or permitted to
be given under this Lease shall be in writing and
shall be (i) delivered personally; (ii) mailed by
certified or registered mail, return receipt
requested; (iii) sent by email transmission; (iv)
sent by facsimile transmission; or (v) sent by
Federal Express or other professional carrier, to
the Parties at the addresses listed below or at such
other addresses as shall be designated by Tenant
or Landlord in writing. Except as expressly set
forth in this Lease, notices shall be deemed given
upon delivery or tender of delivery to the
intended recipient; provided, however, that (x)
notice sent by email or facsimile shall only be
deemed received when both (A) the sender has
electronic confirmation that it was sent to all
Parties (and has retained a confirmation of the
delivery) and (B) at least one addressee entitled
to notice for the applicable Party has
acknowledged receipt of the transmission; and (y)
if a post office box is provided as the notice
address, notice shall be deemed to have been
given or made five (5) days after being deposited
in the United States mail with appropriate postage
prepaid. Copies of notices are for informational
purposes only, and a failure to give or receive
copies of any notice shall not be deemed a failure
to give notice.
Landlord Address
______________________
______________________
_____________, __________ ________
Attn: ________________
Phone: _______________
E-mail: _______________
Tenant Address
SRE Solar Origination 2, LLC
1401 Wilson Blvd., Suite 800
Arlington, VA 22209
Attn: Stephen J. Raeder
Office: 202-558-2340
Email: [email protected]
[Signature Page to Follow]
Clovermill Properties, LLCPO Box 3
Oldwick New Jersey 08858Dennis Sargenti
Page 14
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the date first above
written.
LANDLORD:
Clovermill Properties, LLC
a New Jersey limited liability company
By: _______________________
Name: Dennis Sargenti
Title: Member
TENANT:
SRE Solar Origination 2, LLC
a Delaware limited liability company
By: _______________________
Name: _______________________
Title: _______________________
Exhibit A
EXHIBIT A
THE PROPERTY
9 Finderne Avenue:
Exhibit A
36 Adamsville Road:
Exhibit B
EXHIBIT B
THE SITE PLAN
[TO BE ATTACHED]
Exhibit C
EXHIBIT C
FORM OF MEMORANDUM OF LEASE
DOCUMENT PREPARED BY AND
AFTER RECORDING, PLEASE RETURN TO:
MEMORANDUM OF ROOFTOP AND LAND LEASE
This MEMORANDUM OF ROOFTOP AND LAND LEASE (the “Memorandum”) is made and
entered into as of ___________, 201_, by and between _______________, a _______ ________________
(“Landlord”), and ______________, a ______________ limited liability company (“Tenant”).
PRELIMINARY STATEMENT
WHEREAS, Landlord is the owner of the real property located at _____________, County of
_________, State of_________, more particularly described in Exhibit A attached hereto and made a part
hereof (the “Property”).
WHEREAS, Landlord and Tenant are parties to that certain Rooftop and Land Lease (the “Lease”)
dated as of ____________, 201_ by and between Landlord and Tenant, pursuant to which Tenant leases a
portion of the Property for a rooftop and ground-mounted solar facility.
WHEREAS, the parties hereto desire to enter into this Memorandum so that third parties shall have
notice of the existence of the Lease and of the rights and obligations of Landlord and Tenant under the
Lease.
AGREEMENT
NOW, THEREFORE, the parties hereto do hereby certify and agree as follows:
1. Public Notice. All members of the general public are hereby placed on notice of inquiry
as to the specific provisions of the Lease, all of which are incorporated herein by reference with the same
force and effect as if herein set forth in full. This Memorandum shall be recorded in the real estate records
of _____________ County in lieu of recording the entire Lease.
2. Lease. As set forth more fully in the Lease, Landlord leases to Tenant, and Tenant leases
from Landlord, for the Term (as defined below), the Premises, which consists of portions of the rooftop
space and ground space located on the Property, in accordance with the terms and provisions of the Lease.
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the
Lease.
Exhibit C
3. Easements. As set forth more fully in the Lease, Landlord grants to Tenant a non-exclusive
easement on, over, under, across and through portions of the Property for access and/or electrical
transmission upon the terms and subject to the terms and conditions set forth in the Lease.
4. Solar Energy Insolation. As set forth more fully in the Lease, Landlord grants to Tenant
the right and privilege to the free and unobstructed insolation of solar energy to the Premises.
5. Personal Property. The parties agree that the improvements constituting the Solar Facility
are severed by agreement and intention of the parties and shall remain severed from the Premises, and, even
though attached or affixed to or installed upon the Premises, shall not be considered to be fixtures or a part
of the Premises and shall not be or become subject to the lien of any mortgage or deed of trust placed on
the Premises by Landlord.
6. Term. The term of the Lease (the “Term”) commenced on the Effective Date and shall
terminate on the date that is twenty (20) years after the Commercial Operation Date. Tenant has three (3)
options to extend the Term for consecutive five (5) year periods.
7. Successors and Assigns. The Lease provides that the provisions of the Lease are binding
upon and inure to the benefit of Landlord and Tenant and each of their respective representatives, successors
and assigns, subject to the terms and provisions thereof.
8. Incorporation/Conflicts. All of the terms, conditions and agreements contained within the
Lease are fully incorporated herein by reference as if fully set forth herein. This Memorandum is not
intended to change the terms of the Lease and, in the event of a conflict between the terms and conditions
of this Memorandum and the Lease, the terms and conditions of the Lease shall control.
9. Governing Law. This Memorandum shall be governed by the laws of the State of New
Jersey.
10. Counterparts. The parties agree that this Memorandum may be executed in multiple
counterparts which, when signed by all parties, shall constitute a binding agreement.
[Signature Page to Follow]
Exhibit C
IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed under
seal and delivered as of the date first written above.
LANDLORD
____________________________,
a ___________________________
By: _______________________
Name: _______________________
Title: _______________________
TENANT
______________________________,
a ____________ limited liability company
By: _______________________
Name: _______________________
Title: ______________________
Exhibit C
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of _____________
County of ____________
On __________________ ____, _____ before me ________________________, Notary Public
personally appeared ___________________________________________________________
_____________________________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s), whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of ______________that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________________________
Notary Public
(seal)
Exhibit C
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of _____________
County of ____________
On __________________ ____, _____ before me ________________________, Notary Public
personally appeared ___________________________________________________________
_____________________________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s), whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of ______________that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________________________
Notary Public
(seal)
Exhibit C
EXHIBIT A to EXHIBIT C
LEGAL DESCRIPTION OF THE PROPERTY
[TO BE ATTACHED]
Section 7, Question 16 – Area in Need of Redevelopment
While not specifically identified as a redevelopment area, the parcel is zoned for industrial development and the project will be placed on an industrial rooftop. Therefore, solar would be a favorable use for this site.
Section 7, Question 21 – Site Preservation and Enhancement
The site is located on the building's rooftop, preserving the existing building's use and surrounding landscape and community characteristics. No greenfield or existing farmland will be disturbed through the development of the Adamsville Road rooftop solar project.
Section 8, Question 4 – Hosting Capacity Map
PSEG’s hosting capacity map below shows there is 3.957 MW (ac) of available capacity to interconnect at this location, which will be enough capacity to support this rooftop solar project as well as the other proposed community solar projects under SRE’s development at this location. All upgrade costs are the sole responsibility of SRE and are accounted for in the project’s financial model.
Section 9, Question 5 – Affordable Housing Letter of Support
Section 9, Question 6 – Affordable Housing Affidavit
SRE is partnering with a local provider of affordable housing, L+M Development Partners (L+M), for the Adamsville Road rooftop solar project. This partnership will provide specific, identifiable, sufficient, and quantifiable benefits to its tenants through the discounted solar bill credits provided. Since Ron Moelis and Sandy Loewentheil founded L+M in 1984, the company has been an innovator in developing quality affordable, mixed-income and market-rate housing, while improving the neighborhoods in which it works. Over the past 35 years, L+M has reinforced its commitment to fostering economically diverse communities by developing mixed-income and mixed-use buildings throughout the Tri-state area. One of L+M’s core principles is that affordable housing goes hand in hand with social responsibility. L+M takes pride in its long-standing dedication to the communities it serves and looks to partner with exceptional organizations that are supporting their communities.
The following page includes a signed affidavit from L+M’s subsidiary legal entity 609 Broad Street, LLC, which owns the Hahne affordable housing property in Newark, NJ. This affidavit indicates that bill savings from subscribing to the community solar project will be passed on to its residents in the form of specific benefits. 609 Broad Street, LLC will benefit by receiving a 27.5% discount on the bill credits, and we expect the subscription sizes to be over 50% of the project’s capacity. 609 Broad Street, LLC has executed an agreement with SRE for the sale of community solar bill credits at the 27.5% discount from the Adamsville Road rooftop project.
Section 10, Question 3 – Community Consultative Process
Letters informing neighbors of the project and inviting any questions were mailed to 21 residential and commercial neighbors located within 1500’ of the solar project. Due to privacy concerns, their names are not listed here but can be provided to the BPU upon request. A sample letter can be found on the following page.
August 2, 2019
SUBJECT: Proposed Bridgewater Community Solar Rooftop Projects
Good Afternoon,
I am reaching out to you today about two proposed solar projects to be located at 9 Finderne Ave and 36
South Adamsville Rd in Bridgewater, NJ. My company, Summit Ridge Energy (SRE), has started the final
design of the projects, in consultation with the landowner and various regulatory agencies. Our goal is to
design the proposed projects in a way that maximizes the supply of, and benefits from, low-cost, clean
renewable energy to serve approximately 425 residences in the local community. These community solar
projects will specifically focus on serving low-to-moderate income residences, and we anticipate offering
a 20% discount on electricity to those subscribers.
In addition to the inherent benefits of clean energy, we are confident these projects will benefit the local
community by creating local jobs and increasing tax revenue to the Township of Bridgewater. Industrial
rooftops are the ideal place for solar projects because there are no adverse impacts to the environment or
community. The projects will be designed with low-profile solar panels that will sit on top of the roof and
be no taller than 3 feet in height.
It is our aim to create sustainable solar energy in a way that is environmentally responsible and beneficial
to both the landowner and local community. However, we understand that any new project in the
community may raise questions or concerns. The purpose of this letter is to inform you of the projects and
invite you to discuss the projects further. Please contact me at 202-558-2340 or send me an e-mail at
[email protected] to discuss the projects in greater detail.
Sincerely,
Stephanie Sienkowski
Summit Ridge Energy, Development Manager
Section 11, Question 1 – Project Cost Estimate
Please find a breakdown on Net Installed Cost below. Further details can be provided to the BPU upon request.
EPC Equipment and Services $3,463,680.00
Project Development $301,684.00
Interconnection $138,006.00
Finance & Accounting $81,180.00
Net Installed Cost ($/W) $3,984,550.00
Section 12, Question 4 – Job Creation
Permanent NJ Jobs* Temporary NJ Jobs**
System Performance Engineer 1 Electricians 6
Operations and Maintenance Manager 1 Installers 12
Asset Manager 1 Operators 2
Groundskeeping and Maintenance 2 Site prep 10
Electrical Technicians 2 Utility work 7
Community Solar Aggregator Operations 1 Landscaping/Fencing 6
Community Solar Aggregator Manager 1 Construction Manager 1
Community Solar Aggregator Sales 2 Consultants/Engineers 15
Total 11 Project Manager 2
FTE Equivalent 2.5 Commissioning Engineer 1
Project Engineer 2
QA/QC Manager 1
Safety Manager 1
Total 66
FTE Equivalent 13.2
*Some jobs may only require only a few
hours of work each year, but workers
have multiple jobs simultaneously.
**Construction work - some work
will be complete before others
start. This is the peak # workers
for any given trade or
responsibility.