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HomeMy WebLinkAboutAmerican Solar Integrators Midwest OPTION F;OR LICENSE OF REAL ESTATE This Option for License of Real Estate is entered into by and between the City of Jeffersonville 1N, ("Optionor "), and American Solar Integrators Midwest, i.LC, an Indiana limited liability company, ("Optionee ") this al day of April, 2011. WHEREAS, Optionor is the owner of certain real estate located in Jeffersonville, Clark County, Indiana, which is more particularly described in Exhibit "A ", attached hereto and made a part hereof (the "Real Estate "); and WHEREAS, Optionee has expressed an interest in obtaining a license from the Optionor for the use and development of the Real Estate; and WIIEREAS, Optionor is interested in possibly granting a license to the Optionee for the use and development of the Real Estate; THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Optionor grants Optionee an exclusive option ( "Option ") for Six (6) months from the date hereof (the "Option Period ") to request a license (the "License ") for the use and development of the Real Estate upon such terms and conditions to be set forth in a mutually acceptable license agreement to be negotiated and executed by the parties. During the Option Period, Optionor shall not license, sell or othenvise convey or transfer any interest in the Real Estate. 2. Optionee may exercise this Option by sending a written notice to the Optionor on or before the expiration of the Option Period. 3. Upon receipt by Optionor of Optionee's notice of its exercise of the Option, the parties shall • immediately commence negotiations for a mutually acceptable agreement for the License; provided, however, either party may withdraw from such negotiations at any time without liability or penalty by sending written notice thereof to the other party, and neither party will have any claim as a result of such a withdrawal that the withdrawing party did not act in good faith. This Option is intended to grant Optionee the exclusive right to request the License prior to the execution of a license agreement between the parties. It shall not constitute a formal binding agreement by Optionee to license the Real Estate nor create any legal rights or obligations between the parties except as expressly provided for herein. M WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day and year first above written. "OPTIONOR" "OPTIONEE" CITY OF JEFFERSONVILLE, INDIANA AMERICAN SOLAR INTEGRATORS - � j MIDWEST, LLC By:( By: 1 04-1 .q-LL ( 7 /Ir Printed Signature Printed Signature KD 3331540 1.We:X LETTER OF INTENT oc � This Non - Binding Letter of intent, dated April t ,2011, details thc terms and conditions of the proposed 120 day standstill review and proposal period by American Solar Integrators Midwest, LLC ("ASIM ") upon certain real estate owned by City of Jeffersonville, Indiana (the "City "). WHEREAS, the City desires to understand options for the development and use of a solar farm array on the Property (as defined below); and WHEREAS, ASIM desires to contract with the City to install thc PV Solar Array on the Property; and WHEREAS, prior to the installation of a PV Solar Array on the Property, certain preliminary studies and due diligence must be performed to determine feasibility and to develop the appropriate plans and specifications to install the PV Solar Array on the Property; and WHEREAS, ASIM is willing to undertake certain preliminary studies to determine the feasibility of installing the PV Solar Array on the Property, but only upon the receipt from the City of certain rights to access the property as well as receiving the exclusive right to conduct a Photovoltaic Solar Array feasibility study on the Property for the 120 day period. WHEREAS, ASIM and the City, in their mutual interest, wish to enter into this Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASIM and the City agree as follows: Property: ASIM shall conduct a study of the viability for construction of a PV Solar Array on the following locations owned or leased by the City (collective the "PronertV'): The Property shall include from twenty-five (25) to thirty (30) acres of usable ground space in the general vicinity of Clark County Airport or other • designated properties. Preliminary Study: 1. City hereby grants to ASIM (and to those parties contracting with ASIM and any public or private utility which will be connecting to the PV Solar Array), arms to the Property during business hours from Monday through Friday, for all appropriate testing and analysis deemed appropriate by ASIM in its reasonable discretion, without the requirement of notice by ASIM to the Company. 2. ASIM will provide a complete site evaluation for the best possible use. 3. ASIM will provide a preliminary system design. 4. ASIM will provide a detailed system construction phase -in schedule. 5. ASIM will consult and assist City with all connectivity issues. Page I of 3 ■ 6. Airport will consult with and assist ASIM in securing a Power Purchase Agreement with utility. 7. ASIM will consult and assist with the 1603 Grant in Lieu application. 8. ASIM will provide financial models to City. 9. ASIM shall obtain all licenses and permits for the construction and operation of, or otherwise in connection with, the Project, provided, however, City shall use all commercially reasonable efforts to assist ASIM to obtain all licenses and permits for the construction and operation of, or otherwise in connection with, the Project. 10. ASIM's EPC Contractor shall install all electrical interconnections between the Project and the local utility grid and related equipment. ASIM shall install all other interconnections to the Facility as required to interconnect with the local utility grid. The electrical interconnection to the Facility shall be designed to allow the Project to disconnect from the utility grid when permitted by law or regulation. 11. City shall have the right to review and approve all electrical interconnection designs which involve the Facility, such approval not to be unreasonably withheld or delayed. Approval will be deemed to have been granted if the interconnection design is not rejected, with reasons, within 15 days following submittal to City. 12. Airport will supply any environmental reports currently existing. Confidentiality: The terms of this Agreement shall be strictly confidential and neither party shall disclose or divulge such terms to any third party, except for each party's lenders, attorneys, accountants and advisors. The City agrees that it will not have any discussions, negotiations or agreements with any person (other than ASIM) relating to the installation of a photovoltaic solar electric generation facility on the Property during this 120 day period. Termination: This Agreement shall terminate upon the earliest of (i) the execution of an EPC Agreement by and between ASIM and the Airport, (ii) 60 days following the completion by ASIM of the Preliminary Study or 120 days following the execution of this Agreement. Miscellaneous The following miscellaneous provisions shall apply: (i) This Agreement Provisions: contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements or understandings between the parties. Neither party has made nor relied on any promise, understanding, warranty or representation other than as specifically set forth herein. 77tis Agreement may not be changed, modified, or amended except by a written instrument signed by both parties hereto. Both parties Page 2 of 3 have had the opportunity to review this Agreement prior to execution and this Agreement, in its final form, reflects the understanding of both parties and shall not be construed against any one party. (ii) This Agreement shall be construed under and governed by the laws of the state of Indiana, without regard to it conflict of law provisions. (iii) Each party shall bear its own costs and attorneys' fees in connection with the negotiation and execution of this Agreement. However, in the event litigation is needed to enforce this Agreement, the prevailing party, whether by lawsuit or whether by settlement before or after any lawsuit is filed, shall be entitled to recover its costs, expenses, and reasonable attorneys' fees incurred in the enforcement of this Agreement, including enforcing it as a defense. (iv) Notwithstanding any obligation from one party to the other herein, the parties hereto state that they have not created and do not intend to create by this Agreement a joint venture or partnership relation between them. (v) This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same agreement. IN WITNESS WHEREOF, this Letter of Intent is hereby executed as of the first date written above. "ASIM" "City" AMERICAN SOLAR INTEGRATORS MIDWEST, LLC CITY OF JEFFERSONVILLE, INDIANA By: By 0 at � // S /1 Printed: Printed: rN6 -d' ' /' Afar) Pe Title: .Title: A/4-y Page 3 of 3