Telamon/Util/Solar Array Projecttel o
simplifying business'
December 23, 2014
City of Carmel
Re: Proposal for City of Carmel Solar Array Project
energy solutions
This letter of intent ( "LOI") summarizes the principal terms of energy efficiency and
renewable energy series of projects presented herein to the City of Carmel (the "City ") by
Telamon Corporation, a local Carmel Indiana corporation (either directly or an affiliate
company, "Telamon "). This LOI provides the basic terms of a definitive agreement for which
Telamon will finance, design, develop, construct, operate and maintain solar photovoltaic
generating systems with a guaranteed minimum expected generation capability (the "Solar
Array" or "System ") on real estate owned by City of Carmel (the "Premises ") and the City
agrees to enter into a lease of the Solar Array /s and any energy efficiency product and services
that the City agrees to. The proposed term of the finance is up to twenty five (25) years (the
"Lease "). This LOI with its proposed Solar Array projects, Energy Efficiency project and System
Lease is referred to herein collectively as the "Transaction ". The City and Telamon herein
referred to collectively as the "Parties" or individually as "Party ".
The following are projects that are within the scope of this proposal are:
Project 1: The primary project is a 1.15 Megawatt photovoltaic solar array located on
three (3) City of Carmel owned properties. (See Attached Site Satellite Views)
Site 1: is located north of the wastewater plant and East of I Iazeldel l Rd.
Site 2: is located at the water treatment plant No. 1 at 100" and Gray Rd.
Site 3: is located at the Water Dept. Office / Street Dept. Office at Main St. and
Shelbourne Rd.
These projects are proposed as being net metered with grid interconnections and
tariffs to the following utility companies:
Site 1: Indianapolis Power and Light
Site 2: Indianapolis Power and Light
Site 3: Duke Corporation
Project 2: Is an energy efficiency project that will design, layout and retrofit lighting
throughout several City of Carmel owned building locations. To accomplish
.Project 2 as described the City of Carmel will need to complete the planned
Project 1 PV solar installation of approximately 1.15 megawatts de.
Confidential: Telamon — City of Carmel
City of Carmel Solar Array 1.01
Page 2 of 7
Except for Sections 3 through 12 below, which are legally binding agreements under Indiana
law, this LOI is not a legally binding agreement and no Party shall be bound by this LOI unless
and until a Lease is fully negotiated, drafted, and executed by the Parties and subject to the terms
and conditions of the Lease.
The principal terms and conditions of the Transaction would be as follows:
Transaction (Proposed)
Section 1. General Lease Parameters. As soon as reasonably practicable and after the
execution of this LOI, the Parties intend to commence a negotiation of the Lease
of a System. Under the Lease, Telamon will finance, design, develop, and
construct the Solar Array on the Premises of the City. The City of Carmel will
agree to grant Telamon ingress and egress to the Solar Array and an easement to
the Premises necessary and sufficient to allow Telamon to construct and own the
Solar Array on the Premises. Telamon will lease the Solar Array to City of
Carmel with a term of up to twenty five (25) years. The Lease will include the
terms summarized in this LOI and such other representations, warranties,
conditions, covenants and other terms that are customary for transactions of this
kind and are not inconsistent with this LOI. Under the. Lease, the City of Carmel
will reserve the right, at any time during the term of the Lease, to purchase the
Solar Array at a purchase price mutually agreed upon by the parties. The
distinction between lease and conditional sale is important because the tangible
benefits that arise for an investor clo not come from the cash flow in operations
but from the tax benefits to purchase the Solar Array.
Section 2. Conditions. Telamon's obligation to execute the Lease and to close the
Transaction will be subject to customary conditions, including:
(a) Telamon's satisfactory completion of its due diligence;
(b) Telamon's receipt of adequate financing to build and maintain the
Systems;
(c) Telamon's board of directors has final approval of the Transaction;
(d) The parties' execution of the Lease;
(e) Telamon's execution of all acceptable required contracts with the City of
Carmel that is acceptable to Indianapolis Power and light and Duke
Corporation (the "utility company ") for the renewable energy produced by
the Solar Array on terms satisfactory to Telamon and City of Carmel.
(.f) Telamon's ability to obtain an interconnection agreement with the Utility
Company that is acceptable to Telamon's timeline, liability and
economics.
(g) Telamon's ability to use the net metering tariff for the City of Carmel
along with solar renewable energy credits contract;
Confidential: Telamon — City of Carmel
City of Carmel Solar Array LOI
Section 3.
Page 3 of 7
(h) Utility company's approval on terms satisfactory to Telamon and City of
Carmel of net metering of the Solar Array;
(i) Telamon's execution of an engineering, procurement, and construction
( "EPC ") contract, and any other applicable contract for the construction
and installation of the Solar Array on terms acceptable to Telamon; and
(j) Telamon's receipt of all required permits, licenses, regulatory approvals
and third party consents for the Transaction, on terms satisfactory to
Telamon.
Assignment of the Lease. The parties agree that Telamon may assign the Lease to
a third party. Such agreement will not change the terms of the agreement with
City of Carmel
Section 4. Access. From and after the date of this LOI, City of Carmel will, and will
specifically authorize its personnel to, allow Telamon and its advisors and
representatives full access to the Premises for the purpose of completing
Telamon's due diligence review. The due diligence investigation will include, but
is not limited to, complete access to the Premises, including matters related
environmental, survey, title, access and utilities, and any other matters as
Telamon's accountants, tax and legal counsel, and other advisors deem relevant.
Telamon will be permitted to coordinate the engineering and design of the Solar
Array with its design -build team on the Premises and be permitted to work with
City of Carmel's designated project representative.
Section 5.
Section 6.
City of Carmel Covenants. During the period from the signing of this LOI through
the execution of the Lease, City of Carmel will;
(a) Use its best efforts to preserve the Premises in at least as good condition and
repair as presently exist;
(b) allow Telamon and /or one or more of its affiliates, to represent publicly that it
can perform the pre - development, development, and EPC work for the Solar
Array;
(c) Provide information and contribute to Telamon's commercial, technical and
financial expertise as is reasonably required by Telamon in connection with the
Premises;
(d) Cooperate with Telamon to comply with any deadlines, qualifications or other
requirements of an applicable request relating to the Solar Array; and
(e) Negotiate in good faith with Telamon to execute and deliver a mutually
acceptable Lease.
Telamon Covenants. During the period from the signing of this LOI through the
execution of the Lease, Telamon will;
(a) Provide periodic progress reports to City of Cannel regarding the status of the
conditions set forth in paragraph 2; and
(b) Negotiate in good faith with City of Carmel to execute and deliver a mutually
acceptable Lease. At any time during the term of this LOI, City of Carmel may
Confidential: Telamon — City of Carmel
City of Carmel Solar Array LOI
Section 7.
Section 8.
Section 9.
Page 4 of 7
terminate this LOI for just cause if it provides written notice to Telamon that
Telamon has materially breached the covenants set forth in this paragraph 6;
provided, however, Telamon will have twenty -one (21) days from its receipt of
any written notice of termination in which to take corrective action to cure the
material breach.. If Telamon does not cure the material breach, the termination
will be effective at the end of the twenty -first (21st) day after Telamon receives
the written notice of termination.
Exclusivity. In consideration of the expenses that Telamon has incurred and will
incur in connection with the Transaction, City of Carmel agrees that until such
time as this LOI has terminated in accordance with the provisions of paragraph 6
or 8 (such period, the "Exclusivity Period "), neither it nor any of its
representatives, officers, employees, directors, agents, or affiliates shall initiate,
solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal
or offer from any person or group of persons other than Telamon and its affiliates
(an "Acquisition Proposal ") to acquire an interest in a solar array project, whether
by purchase, lease, license or otherwise, or provide any non- public information to
any third party in .connection with an Acquisition Proposal or enter into any
agreement, arrangement or understanding requiring it to abandon, terminate or fail
to consummate the Lease with Telamon. Notwithstanding anything in the
previous sentence, if City of Carmel terminates this LOI pursuant to paragraph
8(d) below, the Exclusivity Period will be extended for one year beyond the date
of termination.
Termination. This LOI will automatically terminate and be of no further force and
effect upon the earlier of;
(a) the execution of the Lease by Telamon and City of Cannel;
(b) the mutual written agreement of Telamon and City of Carmel;
(c) the first anniversary of the date of this LOI, or
(d) That date upon which either Party provides written notice to the other Party
that it is unable or unwilling to complete the Lease and/or the Transaction.
Notwithstanding anything in the previous sentence, paragraphs 7, .10 and 11
shall survive the termination of this LOI and the termination of this LOI shall
not affect any rights any party has with respect to the breach of this LOI by
another party prior to such termination.
Expiration Date. The offer contained in this LOT will remain in effect until 5 :00
p.m_ EDT time one week from the date of this LOT (the "Expiration .Date "), unless
accepted or rejected by City of Carmel, or withdrawn by Telamon prior to that
time.
Section 10. Governing Law. This LOI, Lease and Transaction shall be governed by and
construed in accordance with internal laws of the State of Indiana.
Confidential: Telamon — City of Carmel
City of Carmel Solar Array 101
Page 5 of 7
Section 11. Confidentiality. This LOI is confidential to the Parties and their representatives
and is subject to the confidentiality agreement entered into between Telamon and
City of Carmel, which continues in full force and effect.
Section 12. Expenses. The Parties will each pay their own transaction expenses, including the
fees and expenses of attorneys and other advisors, incurred in connection with the
Lease.
Section 13. No Binding Agreement. This LOI reflects the intention of the Parties, but for the
avoidance of doubt neither this .LOI nor its acceptance shall give rise to any
legally binding or enforceable obligation on any Party, except with regard to
paragraphs 3 through 12. hereof. No contract or agreement providing for any
transaction involving the Premises shall be deemed to exist between City of
Carmel and Telamon and any of its affiliates unless and until the Lease has been
executed and delivered.
Section 14. Execution. This LOI may be executed in counterparts and /or by facsimile or
electronic transmission utilizing portable document format { pdf), each of which
shall be deemed to be an original, but all of which together shall constitute one
agreement.
If you are in agreement with the terms set forth above and desire to proceed with the Lease on
that basis, please sign this LOI in the space provided below and return an executed copy to my
attention prior to the Expiration Date.
AGREED TO AND ACCEPTED:
CITY OF CARME
By:
Very truly yours,
1ELAMON CORPORATION
By:
Printed Name: Al 13 C-Li c
Title:
Date:
Pri "ted Name: J4
Title: N, Y°
Date: ':il 75r/is.
CC-0
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Confidential: Telamon — City of Carmel
City of Carmel Solar Array LOI
Site Locations for PV Solar Projects
Site #1: The City of Carmel IN - PV Solar Project
Deli Fici
Page 6 of 7
Site #2: Wastewater Plant, The City of Carmel IN, PV Solar
Confidential: Telamon — City of Carmel
City of Carmel Solar Array L01
Page 7 of 7
Site #3: Street Department - The City Carmel IN, PV Solar Project
Confidential: Telamon — City of Carmel
City of Carmel Solar Array LOI
RESOLUTION NO. BPW 05- 21 -15 -06
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING RECEIPT OF LETTER OF INTENT
WHEREAS, pursuant to Indiana Code 36- 1 -4 -7. the City of Carmel, Indiana ("City"), is authorized to
enter into contracts; and
WHEREAS, pursuant to Indiana Code 36- 4 -5 -3,. the City's mayor may enter into contracts on behalf of the
City; and
WHEREAS. pursuant to his authority under Indiana law, the City's mayor, the Honorable James C.
Brainard, has caused to be signed the City Letter of Intent attached hereto as Exhibit A (the "Letter of Intent "): and
WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk - Treasurer's Office, and made available to the public for
review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Letter of Intent is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk- Treasurer and thereafter made available to
the public for review.
SO RESOLVED this day of t; , 2015.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
def"
lames Brainard, Pr- iding Officer
ate:
Mary An
Date:
Lori S.
Date:
ATTEST:
Diana Cordray, I C er - Treasurer
Date: Ze,
S: \joberlander \BPW Resolutions \Telamon LOI Acknowledgment Resolution.docx