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HomeMy Public PortalAbout2011.07.25 Star News Solar Energy Project ContractSOLAR ENERGY PROJECT CONTRACT This Solar Ener Project Con ract, hereinafter referred to as "Contract ", is made and entered into this ,� S Ii day of ,J(�l , 2011, by and between the City of McCall, an Idaho municipal corporation, hereinaft referred to as the "City" and the Star News, hereinafter referred to as the "Project Partner ". PREMISES WHEREAS, City has received American Recovery and Reinvestment Act (ARRA) funding, through a Renewable Energy Enterprise Zone grant ( "REEZ" grant) from the Idaho Office of Energy Resources (OER) to facilitate the installation of photovoltaic and solar water heating systems; and WHEREAS, the City and OER have executed a contract for the REEZ grant which specifies that the minimum total rated photovoltaic capacity to be installed for the entire project is 30kW; and WHEREAS, City has entered into a Contract with Aurora Power & Design, Inc. ( "Aurora ") to design and install solar energy systems at various buildings in McCall; and WHEREAS, Project Partner has been accepted by City to participate in the REEZ Program and desires to install solar energy systems; and WHEREAS, Project Partner has worked with Aurora to design a system suitable to Project Partner's needs; and WHEREAS, the Project Partner's system design will contribute 1.64 kW of the total minimum rated photovoltaic capacity of 30kW; and WHEREAS, Project Partner is ready, willing and able to pay thirty percent (30 %) of the project cost attributable to the installation of a solar energy project at Project Partner's building. IN CONSIDERATION of the agreements contained herein and for other good and valuable consideration, City and Project Partner agree as follows: The total project cost for the installation at 1000 N. 151 Street, McCall, Idaho, as reflected for the design and specifications set out in Exhibit A, is the sum of SOLAR ENGERY PROJECT CONTRACT - PAGE 1 $13,881. City agrees to pay seventy percent (70 %) of this cost, upon completion, in the amount of $9,716.70. Payment will be made directly to Aurora in accordance with the terms of the existing contract between the City and Aurora. Project Partner agrees es to 12U thirty percent (30 %)of the total cost, in the amount of $4,164.30. Payment by Project Partner shall be made to the City contemporaneously with Project Partner's execution of this agreement. City shall hold said funds in trust for Project Partner and disburse to Aurora in accordance with the terms of City's contract with Aurora. In addition to the 30% match, Project Partner shall pay any required permit fees or zoning application fees. 2. The total project cost will only be adjusted if there are written change orders that have been agreed to by the City, Aurora and the Project Partner. Cost savings or increases shall be shared in the same proportions (70 %/30 %) as set out in paragraph 1 above. 3. In the event that after this date, the Project Partner requests a project that is different from that set forth in Exhibit A, or increases the amount of work to be done, or equipment to be furnished, the Project Partner shall be solely responsible for the increased cost. The Project Partner shall promptly pay to City, within five (5) days of directing the increased project, the additional sum necessary to cover the increased cost. City will hold the increased payment for payment to Aurora. 4. For the expected life of the installed system, the Project Partner agrees to maintain and operate the system in accordance with all manufacturers' specifications. For the purposes of this agreement, the expected life of a system is at least equal to the longest warranty that is provided for any piece of the equipment. All manufacturers' warranties shall be transferred to the Project Partner upon completion. The Project Partner agrees that the City makes no warranties of any kind whatsoever, express or implied, and the Project Partner will look solely to the manufacturer's warranties to deal with any claims related to that equipment. 5. The Project Partner agrees to cooperate with Aurora to schedule the installation of the equipment, to make arrangements for access to all the Project Partner's facilities as necessary to perform the work, and to furnish electricity as may be needed for power tools and other equipment. SOLAR ENGERY PROJECT CONTRACT - PAGE 2 6. The Project Partner is solely responsible for negotiation and execution of any net metering agreements with Idaho Power Company, and Project Partner is also responsible for any and all fees that may be charged by Idaho Power Company in connection with the net metering agreement. The City makes no warranties or representations regarding net metering agreements. 7. This constitutes the entire agreement between the Project Partner and the City. Any modification to this agreement must be in writing, duly authorized by the Project Partner and the McCall City Council. 8. NOTICES: All notices required to be given to each of the parties hereto under the terms of this Agreement shall be given by depositing a copy of such notice in the United States mail, postage prepaid and registered or certified, return receipt requested, to the respective parties hereto at the following address: City: City of McCall Attn: City Manager 216 E. Park St. McCall, ID 83638 Project Partner: The Star News Attn: Tom Grote 1000 N. 3`d Street McCall, ID 83638 or to such other address as may be designated by writing delivered to the other party. All notices given by certified mail shall be deemed completed as of the date of mailing except as otherwise expressly provided herein. 9. REPRESENTATIONS: It is understood and agreed by and between the parties hereto that there are no verbal promises, implied promises, agreements, stipulations, representations or warranties of any character excepting those set forth in this Agreement. 10. BINDING EFFECT: The provisions and stipulations hereof shall inure to the benefit of and bind the heirs, executors, administrators, assigns and successors in interest of the respective parties hereto. SOLAR ENGERY PROJECT CONTRACT - PAGE 3 11. ATTORNEY FEES: In the event an action is brought to enforce any of the terms or provisions of this agreement, or enforce forfeiture thereof for default thereof by either of the parties hereto, the successful party to such action or collection shall be entitled to recover from the losing party a reasonable attorney fee, together with such other costs as may be authorized by law. 12. ENTITY AUTHORITY: Each individual executing this Agreement on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said entity in accordance with duly adopted organizational documents or agreements and if appropriate a resolution of the entity, and that this Agreement is binding upon said entity in accordance with its terms, and said individual shall cause, within five days after execution of this Agreement, deliver to the other party a certified copy of proof of such authority of said entity authorizing or ratifying the execution of this Agreement and, if a corporation, partnership, limited partnership or limited liability company, then a Certificate of Good Standing issued by the Secretary of State of the state of said corporation's incorporation dated not earlier than thirty (30) days prior to the execution hereof, along with proof of qualification to do business in Idaho. 13. SITUS: This is established and accepted under the laws of the State of Idaho, and all questions concerning its validity, construction and administration shall be determined under such laws. 14. ENTIRE AGREEMENT: The parties agree that this agreement constitutes the entire agreement between the parties hereto. 15. HEADINGS: The bolded paragraph headings are for convenience only and are not a part of this agreement and shall not be used in interpreting or construing this Lease agreement. 16. SEVERABILITY: If any portion or portions of this agreement shall be, for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect, unless to do so would clearly violate the present legal and valid intentions of the parties hereto. IN WITNESS WHEREOF, the City and Project Partner do execute this Agreement the day and year first above written. SOLAR ENGERY PROJECT CONTRACT - PAGE 4 CITY: THE CITY OF M cCALL DKhald C:Bailey, Mayor Attest: City Clerk STATE OF IDAHO, ) ss: County of Valley, ) PROJECT PARTNFR: THE STA'IZ NEWS -6 ' om Grote, Owner On this ---� * day of �� in the year of 2011, before me the undersigned Notary Public in and for the state of Idaho, personally appeared Donald C. Bailey and BessieJo Wagner, known or identified to me to be the Mayor and the City Clerk of the City of McCall, that executed the said instrument, and acknowledged to me that such City of McCall executed the_sa=, t�•',��eR�s OF ••��.. s Nor te ��� R� � L) "• AUB L IC ���� •moo .'�,. STATE OF IDAHO, ) : ss: County of Valley, ) Notary Public foAiddio My Commission Expires: On this day of -To. U in the year of 2011, before me the undersigned Notary Public in and for the state of Idaho, personally appeared C� ry4e-- and known or identified to me to be the Pro tQ caf r�hPr and the of SOLAR ENGERY PROJECT CONTRACT - PAGE 5 that executed the said instrument, and acknowledged to me that such r-o �C— executed the same. t,v� �OTAR Y 2 .•.+ No ary Public for Id o (SEAL) p G My Commission Expires: msgW: \Work\M\McCall, City of 21684 \Community Development\REEZ energy project \SOLAR ENERGY PROJECT CONTRACT 201104 18.doc SOLAR ENGERY PROJECT CONTRACT - PAGE 6 Exhibit A Star News 1000 N 1 st St, McCall, ID System Size: 1.645kW Roof Angle: 25 deg Building Service Voltage: 120 /240VAC Obstructions: One tree on South Special Notes: Building has 1 2P breaker in service panel and conduit from garage to service panel located in the basement. The best location for solar is to flush mount system on W edge of the main building. 22 "between buildings Service Panel in N 8.5'x1 .5' Jbox Basement in gar- a w/ 1.25' c nduit to 57„ 72" . 25' 0. 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