HomeMy WebLinkAbout2000-167 Solar Project - OSFSOLAR ASHLAND PROJECT
AGREEMENT BETWEEN
THE CITY OF ASHLAND
As the Principal Sponsor of the Solar Ashland Project
AND Oregon Shakespeare Festival
As Host of A Solar Photovoltaic System for the Solar Ashland Project
Agreement made this ~(~,~.a~ dayof l~'~c~ ,2000, betweenthe
City of Ashland (City)(O.l~Oregon Shakespeare Festival(H~gj.
RECITALS:
A. City is seeking to diversify the mix of energy resources used to generate electricity for the
City of Ashland electric utility and to promote the development of new renewable energy
resources such as solar and wind energy.
B. To implement this diversification, the City is promoting the installation of solar photovoltaic
(PV) systems as part of the Solar Ashland Project.
C. The Host is installing a solar (PV) system on the roof of the ~e's] property in
Ashland.
City and Host agree:
1. DEFINITIONS
1.1. "Contributions" mean the cash contributions of the various contributors to the Solar
Ashland Project, including each Project Partner.
1.2. "Host Contribution" means the initial cash contribution from the Host to the City of
Ashland to help cover the installed cost of the PV systems.
1.3. "Host Reimbursement Period" means the period during which the City of Ashland
will make PV Energy Payments to the Host to allow the Host to recover the initial cost
of their contribution to the cost of the Solar Ashland Project. This period ends when the
sum of the PV Energy Payments is equal to the Host Contribution.
1.4. "Project Partner" means the City of Ashland, the Bonneville Environmental
Foundation, the Bonneville Power Association, Avista Corporation, and the Host.
1.5. "PV Energy Payments" means the payments from the City of Ashland to the Host for
the gross AC output from the PV systems they are hosting, as measured at the meter
measuring the output from the inverter system.
1.6. "PV System" means the solar photovoltaic modules, mounting racks for the modules,
wiring, connectors, inverters, disconnects, meters, and any other electrical or structural
equipment associated with the installation and operation of each solar electric generating
facility.
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1.7. "System Host" means the owner of property within the City of Ashland that has
agreed to have a PV system installed on the Host's property and to make a cash
contribution to the initial installed cost of the PV system.
1.8. "System Output" means the electricity generated by the PV system, measured at the
AC output of the inverter.
2. DUTIES OF THE CITY OF ASHLAND. City will:
2.1. Establish contact with representatives of Host to identify the appropriate location for
the placement of the PV system.
2.2. Coordinate the cash contributions to the Solar Ashland Project from the Host and
other Project Partners, and to pay the contractor/installer for the procurement,
installation, and maintenance of the PV system.
2.3. Arrange for the procurement of all equipment required for the PV system.
2.4. Arrange for the installation of the PV system in conformance with manufacturer's
specifications, in compliance with applicable national, state and local electrical codes,
and in compliance with applicable national standards governing the design and
installation of solar photovoltaic systems.
2.5. Arrange for the routine maintenance of the PV system in good working order for the
duration of the Host Reimbursement Period or for a period of 20 years, whichever is
longer. If major unexpected maintenance (repair or replacement) becomes necessary, the
City has the option of terminating this agreement pursuant to the requirements of section
4.2.
2.6. Accurately measure the System Output on no less than a monthly basis, and to
maintain records of the System Output. These records will be made available to any
Project Partner at any time, upon reasonable notice to the City of Ashland.
2.7. Make the PV Energy Payments to the Host at a price of twenty-five cents ($0.25) per
kilowatt-hour for each kilowatt-hour of System Output, for the duration of the Host
Reimbursement Period. After the Host Reimbursement Period, the City shall cease
making payments to the Host for the System Output, but the Host remains entitled to the
use of the System Output in accordance with the terms of the Oregon net metering law,
codified at ORS 757.300.
2.8. Provide Host with an annual statement of account, showing the Host Contribution, the
monthly electrical output from the Host's PV system, the cumulative annual electrical
output from the Host's PV system, the corresponding dollar payment to the Host (or
dollar credit to the Host's electric utility account), and the remaining dollar balance due
from the City to the Host for the Host Contribution.
2.9. Arrange for the design and installation of an educational kiosk that explains the Solar
Ashland Project to the public. The kiosk will identify the Host and other Project Partners
as participants in the Solar Ashland Project.
2.10. Provide each Host with no less than 24 hours' notice of a request to visit the PV
system and/or the educational kiosk located on the Host's property.
DUTIES OF THE HOST. Host agrees to:
3.1. Pay the amount of $15,000, the Host's Contribution to the City upon demand by the
City but not before the Host's PV system is installed and operating on the Host's
property.
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3.2. Make the Host's property reasonably available to the City and to the City's
designated contractor/installer, as necessary for the installation of the PV systems and
associated equipment on the Host's property.
3.3. Designate an interior building location on the Host's property for the placement of an
educational kiosk describing the Host's PV system, in a form and ora size to be agreed
upon by the City and the Host.
3.4. Make the educational kiosk and the PV system reasonably accessible to
representatives from the City of Ashland and other visitors accompanying
representatives from the City of Ashland, with the understanding that visits will be
coordinated with the Host, will be timed to occur during the regular working hours of the
Host, and will be planned to minimize any disturbance to the Host's business from the
visit.
3.5. Insure the PV system for its full replacement value as part of the property and liability
insurance policy covering the remainder of the Host's property.
4. MUTUAL RIGHTS AND DUTIES OF CITY AND HOST
4.1. Duties of the Parties: Each party shall take such action as may be reasonably
requested by the other party for the implementation or continuing performance of this
agreement.
4.2. Termination: Each party has the right to terminate this agreement upon written
notice at least 90 days prior to the date of termination, with the following conditions:
4.2.1. If the City terminates the agreement, it shall pay the Host the unpaid balance
of the Host Contribution, and shall transfer all rights and responsibilities associated
with the PV system to the Host, including the right to full use and value of the
System Output, subject to any other obligations of the City with respect to use of the
System Output.
4.2.2. If the Host terminates the agreement, it shall be deemed to have waived any
and all rights to the unpaid balance of the Host Contribution, and shall be deemed to
have waived any and all rights to the PV system. Upon termination by the Host, the
City at its option may elect to remove the PV system for reuse or resale, with the
condition that the City is responsible for performing any modifications necessary to
return any portion of the Host's property affected by the system removal to a
functional condition comparable to its condition before the PV system was installed.
4.3. Disclaimer: No review, approval, consent, advice, recommendation, authorization,
notice, inspection, test, or other act by the City or Host regarding the construction,
ownership, operation, use, or maintenance of the Project or the delivery of Energy under
this agreement shall constitute or be interpreted as or be relied upon by any other person
or entity not a party to this agreement as a warranty, representation, or endorsement by
the City or the Host.
4.4. Indemnification: Neither the City nor Host shall be liable to the other party for any
injury or death to any person, or for any loss or damage, caused by or arising out of any
electric disturbance of the PV system, whether or not such electric disturbance resulted
from the City's or the Host's negligent act or omission. Each party shall indemnify and
hold harmless the other party from any such liability. The term "party" includes each
party and its agents, directors, officers, contractors, and employees.
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4.5. Nonwaiver: Failure to enforce any right or obligation by any party with respect to
any matter arising in connection with this agreement shall not constitute a waiver as to
that matter or any other matter. Any waiver by any party of its rights with respect to a
default under this agreement or with respect to any other matters arising in connection
with this agreement must be in writing. Such waiver shall not be deemed to be a waiver
with respect to any subsequent default or other matter.
4.6. Choice of Law: This agreement shall be interpreted and chromed in accordance with
the laws of the State of Oregon.
4.7. Entire Agreement: This agreement supercedes all prior agreements, proposals,
representations, negotiations, discussions, or letters, whether oral or in writing, regarding
the subject matter of this agreement. No modification of this agreement shall be effective
unless it is in writing and signed by all parties.
4.8. No Third-Party Beneficiaries: This agreement is intended solely for the benefit of
the parties. Nothing in this agreement shall be construed to create any duty to, or
standard of care with reference to, or any liability to, any person not a party to this
agreement.
4.9. Force Majeure: "Force Majeure" means an event occasioned by or as a result of any
acts of God, acts of a public enemy, wars, blockades, insurrections, riots, epidemics,
landslides, lightning, earthquakes, tornadoes, volcanoes, fires, storms, floods, disasters,
civil disturbances, explosions, sabotage, the binding order of any court or governmental
body which by exercise of due foresight a party could not reasonably have been
expected to avoid, changes after the date hereof in Federal, State, or local laws, or other
events or circumstances not within the control ora party preventing such party from
performing its obligations under this agreement, but expressly excluding a party's
financial inability to perform. Force Majeure events shall not relieve either party's
failure to use due diligence to remedy the situation and to remove the cause in a
reasonable manner and with all reasonable dispatch; and provided, a Force Majeure
event shall not excuse failure to pay any amounts due.
City of Ashland
Title:
Oregon Shakespeare Festival
Date:
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