HomeMy WebLinkAboutEIP - Veridian, LLC (08-151CS) CITY OF PALM DESERT
OFFICE OF ENERGY MANAGEMENT
STAFF REPORT
REQUEST: AUTHORIZE THE MAYOR TO APPROVE THE ENERGY
INDEPENDENCE PROGRAM (EIP) PHOTOVOLTAIC SOLAR
LOAN FOR VERIDIAN, LLC.
CITY LOAN # 08-151 CS
SUBMITTED BY: Patrick Conlon, Director of Office of Energy Management
DATE: May 7, 2009
CONTENTS: 1) Loan Agreement
Recommendation:
By Minute Motion: Authorize the Mayor to approve the commercial EIP loan
for a 60.5 kW photovoltaic solar system in the amount of $522,092 to be
installed at 42635 Melanie Place. Applicant is Veridian, LLC.
Discussion:
This item was before the City Council on February 26, 2009 with Council action
directing Staff to schedule this loan for review and recommendation by the Finance
Committee.
On Tuesday, April 28, 2009, the Finance Committee reviewed and recommended this
EIP loan to the City Council for approval.
Our legal counsel has also reviewed and approved this loan application.
Submitted by: A ov :
�
� �-�—
Pa rick Conlon Jo n ohlmuth
Director, Office of Energy Management ity Manager
G:'�Firerpy Mmfagement IPat CbnlonlSlaff Reporls��1009 Staff Reports'�G eridiau LI.0 EIP larn approval SR 2-16-09
SPECIAL PALM DESERT CITY COUNCIL MEETING MAY 7, 2009
XVI. OLD BUSINESS
C. REQUEST FOR AUTHORIZATION FOR THE MAYOR TO APPROVE
THE ENERGY INDEPENDENCE PROGRAM (EIP) PHOTOVOLTAIC
SOLAR LOAN FOR VERIDIAN, LLC, AT 42-635 MELANIE PLACE (CITY
LOAN NO. 08-151 CS).
Rec: By Minute Motion, authorize the Mayor to approve the Commercial
EIP Loan to Veridian, LLC, for a 60.5 kW photovoltaic solar system in the
amount of$522,092 to be installed at 42-635 Melanie Place, Palm Desert.
CITY COUNCIL AC'�ION
APPROVED � DENTF,D
RECEIVED OTHER
MEETING DATE �
AYES: �� ��� � +ner
NOF,S:
ABSENT: �
AI3STAIN:
VERIFIED BY:
Original on File with City Ierk's Office
CITY OF PALM DESERT
OFFICE OF ENERGY MANAGEMENT
STAFF REPORT
REQUEST: AUTHORIZE THE MAYOR TO APPROVE THE ENERGY INDEPENDENCE
PROGRAM (EIP) PHOTOVOLTAIC SOLAR LOAN FOR VERIDIAN, LLC.
CITY LOAN # 08-151 CS
SUBMITTED BY: Patrick Conlon, Director of Office of Energy Management
DATE: February 26, 2009
CONTENTS: 1) Loan Agreement
Recommendation:
By Minute Motion: Upon final review and approval by our iegal counsel,�authorize the
Mayor to approve the commercial EIP loan for a 60.5 kW photovoltaic solar system in the
amount of$522,092 to be installed at 42635 Melanie Place. Applicant is Veridian, LLC.
Discussion:
All Energy Independence Program (EIP) loans over $200,000 require City Council approval. We
are now processing Phase 2 loans. Veridian, LLC's is our first commercial loan application. The
loan request is in the amount of $522,092 at an interest rate of 7% APR for a 20-year loan term.
The size of the photovoltaic solar system is 60,500 watts, consisting of 336 solar panels installed
on 2 support structures; 116' x 18' and 160' x 16'. The cost of the 2 support structures is included
in the loan cost. The size and location of these support structures have been reviewed and
approved by the Architectural Review Commission and the Planning Department.
As requested by our legal counsel, the loan applicant has secured a Consent Agreement with their
lender on the property approving the placement of the ElP loan lien on the property. ,�
0
x
Due to the amount of this loan application, all final documents will be reviewed and approv�d by�
our legal counsel prior to forwarding to the Mayor for his signature. � �
a+ a �+
� o a
Submitted by: Approval: � � M � �
� ,O +�+ Uw p �l
• N N �I y � �1'
w p � a u �
Pa ick Conlon sti McCarthy a, � �, d u
Director, Office of Energy Managerr��YCp ana r " �;� � � �
APPRO D o b d ao w° �
RECEIVED OTSER � � °+�' � w �°i
� d �' dw �
Paul Gibson MEE G DA � � � �� � �
Director of Finance AYES: p � � +� � +�
NOFS: d o ao 0
ABSENT: � �, � � p �
AI3STA[N: * � � � w A
VERtFIED BY:
Origiaal on File with Ci lerk's Office
Office Use Only Loan#08-151CS
City file No.
LOAN AGREEMENT
CITY OF PALM DESERT ENERGY INDEPENDENCE PROGRAM
[MULTIPLE DISBURSEMENTS]
This Loan Agreement ("Agreement") is made and entered into as of this
4th day of February, by and between the CITY OF PALM DESERT, a California
municipal corporation ("City") and Veridian, LLC. ("Borrower").
RECITALS
A. City has established the Energy Independence Program (the "Program")
pursuant to which City may extend loans to property owners to finance the acquisition
and installation on their property of certain qualifying renewable energy systems and
energy efficient equipment. The purpose and method of administration of the loans
under the Program are described in the Energy Independence Program Report adopted
by the City Council on August 28, 2008, as it may be amended from time to time (the
"Report").
B. The Program is authorized by Chapter 29 of Part 3 of Division 7 of the
California Streets and Highways Code (the "Act").
C. The Borrower has submitted to the City that certain Palm Desert Energy
Independence Program Loan Application dated December 12, 2008, a copy of which is
attached hereto as Exhibit "A" and incorporated herein by this reference (the
"Application"). The Application describes, among other things, the renewable energy
system and/or energy efficient equipment which is to be financed with the proceeds of
the loan described herein, and to be constructed on or installed in the property of
Borrower described in Exhibit"B" attached hereto and incorporated herein by this
reference (the "Property"), and the City has approved the Application as provided in the
Report.
D. The Bo�rower wishes to participate in the Program by executing this
Agreement with the City and using the proceeds of the loan made by the City to the
Borrower hereunder to finance the acquisition and (construction] [installation] on the
Property of the [renewable energy system] [energy efficiency equipmentJ described in
the Application (the "EquipmenY'). The Equipment and its construction on or installation
in the Property is collectively referred to herein as the "Work".
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
�
�' �
���� , . . r l
Borro er s Init�als v
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 1
City file No.
AGREEMENT
1. Loan Apreement.
(a) Subject to the conditions set forth herein, City agrees to extend a
loan ("Loan") to Borrower in the amount of up to Five Hundred Twenty Two Thousand
Ninety Two Dollars ($522,092.00) (the "Loan Amount"). Notwithstanding anything to
the contrary contained herein, the Loan Amount shall not in any event exceed the
actual cost of the Work. The Loan Amount shall be adjusted, if necessary, prior to the
first disbursement of the Loan Amount to the Borrower and following the post-
completion inspection by the City's Office of Energy Management ("OEM") as described
in Section 3 below, and shall be adjusted by the Director of the OEM (the "Director") to
an amount equal to the actual cost of the Work. Any adjustment of the Loan Amount
by the Director shall be made on the basis of the best available written evidence of the
actual cost of the Work and in the exercise of the Director's reasonable judgment. The
Borrower shall be solely responsible for the payment of all cost of the Work which
exceeds the Loan Amount and Borrower agrees in any event to complete the Work and
to fund all costs associated with such completion which may be in excess of the Loan
Amount. This Agreement, together with the Application, the Report and the documents
and instruments attached to or referenced in this Agreement and the Application are
collectively �eferred to herein as the "Loan Documents."
(b) The term of the Loan and this Agreement shall be twenty (20)
years from the date that the proceeds of the Loan are first disbursed to the Borrower.
(c) Interest shall accrue on the unpaid principal balance of the Loan
Amount from the date first disbursed to Borrower at the simple interest rate of seven
percent (7%) per annum. Interest shall be computed on the basis of a three hundred
sixty (360) day year. If a law which applies to the Loan and which sets maximum
interest rates or loan charges is interpreted by a court of competent jurisdiction in a
manner as would cause the interest or other loan charges collected or to be collected in
connection with the Loan to exceed the limits permitted by such laws, then: (i) any such
interest or loan charge shall be reduced by the amount necessary to reduce the interest
or charge to the permitted limit; and (ii) any sums already collected which exceed
permitted limits will be refunded by the City. The City may choose to make the refund
by reducing the outstanding principal amount of the Loan or by making a direct
payment to the Borrower.
(d) The Borrower promises to pay to the City, without deduction or
offset, the Loan Amount and the interest accrued thereon as provided herein. The
repayment of the Loan Amount and interest accrued thereon shall be repaid by the
Borrower to the City by the payment of an assessment levied against the Property
pursuant to Section 5898.30 of the California Streets and Highway Code (the
"Assessment"). In addition to the Assessment, the Borrower promises to pay to the
City, without deduction or offset, an annual assessment levied against the Property to
pay costs incurre y the ' ch result from the administration and collection of the
1. ?
Borro er's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreemenf-2
City file No.
Assessment or from the administration or registration of any associated bonds or
reserve or other related funds (the "Annual Administrative AssessmenY'). The Annual
Administrative Assessment shall not exceed Forty Dollars ($40.00) per year. The
Assessment and the Annuat Administrative Assessment, and the interest and any
penalties thereon shall constitute a lien on the Property until they are paid. The
installments of the Assessment and the Annual Administrative Assessment (including
principal and interest) shall be collected on the property tax bill pertaining to the
Property, and shall be subject to the same penalties, remedies, and lien priorities as for
property taxes in the event of non-payment. The Borrower hereby expressly consents
to the levy of the Assessment and the Annual Administrative Assessment and the
imposition of the lien on the Property as described herein and in the Act.
(e) The amount of assessment installments that will be placed on the
Property each year is set forth in Exhibit "C" attached hereto and incorporated herein by
this reference.
(f) The Assessment may be prepaid, in whole or in part, at any time
upon the payment of a premium in an amount equal to three percent (3%) of the
amount of the Assessment to be prepaid.
2. Use of Proceeds.
All proceeds of the Loan shal! be used by Borrower for the sole purpose
of paying for the reasonable costs and expenses of the Work on the Property, and in
connection therewith the Borrower shall comply with all requirements set forth herein, in
the Application and in the Report.
3. Disbursement Procedures.
(a) Except as otherwise provided in Section 3(b), the City shall have no
obligation to make any disbursement of the Loan Amount hereunder unless and until
each of the following conditions is satisfied, or any such condition is expressly waived
by the Director:
(i) The receipt by the Director of a written certification from
Borrower, and the contractor(s), if any, that pertormed the Work, stating that the Work
for which disbursement is requested is complete, and the actual cost of such Work.
Such certification shall be in form and substance acceptable to the Director.
(ii) An inspection of the Work by the OEM, and a determination
by the Director that the Work has been completed in full compliance with the
requirements of the Loan Documents.
(iii) The receipt by the Director of such other documents and
instruments as the Director may require, including but not limited to, if applicable, the
sworn statements of contr ctor(s) and releases or waivers of lien, all in compliance with
th�� quireme f appl' b .
�
Bo rower's Initials
P6402-020111080467v4.doc Energy Program Loan Agreement-3
City file No.
(iv) Borrower has, as appropriate, executed and delivered to
Director the Loan Documents and such other documents or instruments pertaining to
the Loan or the Work as the Director may require.
(v) As of the date of disbursement of the Loan Amount, the
Director shall have determined that the representations of the Borrower contained in the
Loan Documents are true and correct, and no Default (as defined in Section 12 below)
shall have occurred and be continuing.
(vi) No stop payment or mechanic's lien notice pertaining to the
Work has been served upon the City and remains in effect as of the date of
disbursement of the Loan Amount. .
(vii) The City shall have received a title policy (the "Title Policy")
in the Loan Amount and insuring the Loan and the lien of the assessments described in
Section 1(d) hereof. The Title Policy shall be in form and substance acceptable to the
Director.
(b) Notwithstanding the provisions of Section 3(a), the City , upon
written request of the Borrower, may make one disbursement of the Loan Amount as a
progress payment prior to the completion of the Work if each of the following conditions
is satisfied, or any such condition is expressly waived by the Director:
(i) The Loan Amount must be Twenty Thousand Dollars
($20,000) or greater;
(ii) The amount of the requested disbursement does not exceed
fifty percent (50%) of the Loan Amount;
(iii) The Director shall have determined that at least seventy-five
percent (75%), on a cost basis, of the Equipment or construction materials necessary
for its installation on the Property and constituting a portion of the Work shall have been
delivered to the Property and shall have been reasonably secured from theft or
vandalism;
(iv) The proceeds of the requested disbursement shall not
exceed the actual cost of the Equipment or related construction materials described in
(iii) above; and
(v) The conditions to disbursement of the Loan Amount
contained in Sections 3(a)(iv), (v), (vi) and (vii) above shall have been satisfied or
waived by the Director.
(c) Borrower will, within ten (10) days of presentation by the Director,
execute any and all documents or instruments required by the Loan Documents in
connection with he disbu ment of the Loan Amount.
, �s� �u,�2 .
�%
�Bor '�rer's Initials ��,�
P6402-0201\1080467v4.doc Energy Program Loan Agreement-4
City file No.
4. Re�orts.
Borrower agrees, upon the request of Director, to promptfy deliver to the
Director, or, if appropriate, cause its contractor(s) to promptly deliver to Director, a
written status report regarding the Work.
5. Rearesentations and Warranties of Borrower.
Borrower promises that each representation and warranty set forth below
is true, accurate and complete as of the date of this Agreement, and the date of
disbursement of the Loan Amount. The disbursement of the Loan Amount shall be
deemed to be a reaffirmation by the Borrower of each and every representation and
warranty made by Borrower in this Agreement.
(a) Formation; Authoritv. If Borrower is anything other than a natural
person, it has complied with all laws and regulations concerning its organization,
existence and the transaction of its business, and is in good standing in each state in
which it conducts its business. Borrower is the owner of the Property and is authorized
to execute, deliver and perform its obligations under the Loan Documents, and all other
documents and instruments delivered by Borrower to the City in connection therewith.
This Agreement and the Application have been duly executed and delivered by
Borrower and are valid and binding upon and enforceable against the Borrower in
accordance with their terms, and no consent or approval of any third party, which has
not been previously obtained by the Borrower, is required for the Borrower's execution
thereof or the performance of its obligations contained therein.
(b) Compliance with Law. Neither Borrower nor the Property is in
violation of, and the terms and provisions of the Loan Documents do not conflict with,
any regulation or ordinance, any order of any court or governmental entity, or any
building restrictions or governmental requirements affecting Borrower or the Property.
(c) No Violation. The terms and provisions of the Loan Documents,
the execution and delivery of the Loan Documents by Borrower, and the pertormance
by Borrower of its obligations contained therein, will not and do not conflict with or result
in a breach of or a default under any of the terms or provisions of any other agreement,
contract, covenant or security instrument by which the Borrower or the Property is
bound.
(d) Other Information. If Borrower is comprised of the trustees of a
trust, the foregoing representations shall also pertain to the trustor(s) of the trust. All
reports, documents, instruments, information and forms of evidence which have been
delivered to City concerning the Loan are accurate, correct and sufficientty complete to
give City true and accurate knowledge of their subject matter.
(e) Lawsuits. There are no lawsuits, tax claims, actions, proceedings,
investigations or other disputes pending or threatened against Borrower which may
impair Borrow r' i ity t rtqrm its obligations hereunder.
;, ��...
Borraw �Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 5
City file No.
(f) No Event of Default. There is no event which is, or with notice or
lapse of time or both would be, a Default under this Agreement.
(g) Accuracy of Declarations. The declarations of the Borrower
contained in the Application are accurate, complete and true.
6. Borrower's Covenants.
Borrower promises to keep each of the following covenants:
(a) Com�letion of Work and Maintenance of Equipment. Borrower
shall, or shall cause its contractor to, promptly commence construction of the Work, and
diligently continue such Work to completion, in a good and workmanlike manner and in
accordance with sound construction and installation practices. Borrower shall maintain
the Equipment in good condition and repair.
(b) Compliance with Law and Agreements. 1n commencing and
completing the Work, Borrower shall comply with all existing and future laws,
regulations, orders, building restrictions and requirements of, and all agreements with
and commitrnents to, al1 governmental, judicial and legal authorities having jurisdiction
over the Property or the Work, and with all recorded instruments, agreements, and
covenants and restrictions affecting the Property.
(c) Permits. Licenses and Approvals. Borrower shall properly obtain,
comply with and keep in effect all permits, licenses and approvals which are required to
be obtained from any governmental authority in order to commence and complete the
Work. Borrower, upon the request of the Director, shall promptly deliver copies of all
such permits, licenses and approvals to the Director,
(d) Site Visits. Borrower grants City, its agents and representatives the
right to enter and visit the Property at any reasonable time, after giving reasonable
notice to Borrower, for the purposes of observing the Work. City will make reasonable
efforts during any site visit to avoid interfering with Borrower's use of the Property.
Borrower shall also allow City to examine and copy records and other documents of
Borrower which relate to the Work. City is under no duty to visit the Property, or
observe any aspects of the Work, or examine any records, and City shall not incur any
obligation or liability by reason of not making any such visit or examination. Any site
visit, observation or examination by City shall be solely for the purposes of protecting
City's rights under the Loan Documents.
(e) Protection Aaainst Lien Claims. Borrower shall promptly pay or
otherwise discharge any claims and liens for labor done and materials and services
furnished to the Property in connection with the Work. Borrower shall have the right to
contest in good faith any claim or lien, provided that it does so diligently and without
delay in completing the W rk.
,Y: � �j J
Bo�rower's (nitials '
P6402-0201�1080467v4.doc Energy Program Loan Agreement-6
City file No.
(f) Insurance. Borrower shall provide, maintain and keep in force at all
times until the Work is completed, builder's all risk property damage insurance on the
Property, with a policy limit equal to the full replacement cost of the Work.
(g) Notices. Borrower shall promptly notify City in writing of any
Default under this Agreement, or any event which, with notice or lapse of time or both,
would constitute a Default hereunder.
7. Comoletion of the Work.
Subject to Section 12(h), Borrower agrees to complete the Work on or
before August 4, 2009.
8. Mechanic's Lien and Stoa Notices.
In the event of the filing of a stop notice or the recording of a mechanic's
lien pursuant to applicable law of the State of California and relating to the Work,
Director may summarily refuse to make any disbursement of the Loan Amount, and in
the event Borrower fails to furnish Director a bond causing such notice or lien to be
released within ten (10) days of notice from Director to do so, such failure shall at the
option of City constitute a Default under the terms of this Agreement. Borrower shall
promptly deliver to Director copies of all such notices or liens.
9. Indemnification.
(a) Borrower shall indemnify, defend, protect, and hold harmless the
City and any and all agents, employees, attorneys and representatives of the City
(collectively, the "City Parties"), from and against all losses, liabilities, claims, damages
(including consequential damages), penalties, fines, forfeitures, costs and expenses
(including all reasonable out-of-pocket litigation costs and reasonable attorney's fees)
and any demands of any nature whatsoever related directly or indirectly to, or arising
out of or in connection with, (i) the Loan Documents, (ii) the disbursement of the Loan
Amount, (iii) the Work, (iv) the Equipment, (v) any breach or Default by Borrower under
the Loan Documents, (vi) the Assessment and the Annual Administrative Assessment,
and (vii) any other fact, circumstance or event related to City's e�ctension and
disbursement of the Loan to Borrower or Borrower's performance of its obligations
under the Loan Documents (collectively, the "Liabilities"), regardless of whether such
Liabilities shall accrue or are discovered before or after the disbursement of the Loan
Amount.
(b) The indemnity obligations described in this Section 9 shall survive
the disbursement of the Loan Amount, the repayment of the Loan, the transfer or sale
of the Property by the Borrower, and the termination of this Agreement.
�: � ��
BOffO1M6f's Initials
�'
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 7
City file No.
10. Wavier of Claims.
For and in consideration of the City's execution and delivery of this
Agreement, Borrower, for itself and for its successors-in-interest to the Property and for
any one claiming by, through, or under the Borrower , hereby waives the right to recover
from and fully and irrevocably releases the City Parties from any and all claims,
obligations, liabilities, causes of action, or damages, including attorneys' fees and court
costs, that Borrower may now have or hereafter acquire against any of the City Parties
and accruing from or related to (i) the Loan Documents, (ii) the disbursement of the
Loan Amount, (iii) the performance of the Work, (iv) the Equipment, (v) any damage to
or diminution in value of the Property that may result from the Work, (vi) any personal
injury or death that may result from the Work, (vi) the selection of manufacturer(s),
dealer(s), supplier(s), contractor(s) and/or installer(s), and their action or inaction with
respect to the Work or the Equipment, (vii) the merchantability and fitness for any
particular purpose, use or application of the Equipment, (vii) the amount of energy
savings resulting from the Work and the Equipment, (ix) the workmanship of any third
parties, and (x) any other matter with respect to the Program. This release includes
claims, obligations, liabilities, causes of action, and damages of which Borrower is not
presently aware or which Borrower does not suspect to exist which, if known by
Borrower, would materially affect Borrower's release of the City Parties.
BORROWER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542
("SECTION 1542"), WHICH IS SET FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTQR."
BY INITIALING BELOW, BORROWER HEREBY WAIVES THE
PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS
WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.
Borrower's Initi
.'�� � l J
The waivers and releases by Borrower contained in this Section 10 shall
survive the disbursement of the Loan Amount, the repayment of the Loan, the transfer
or sale of the Property by the Borrower, and the termination of this Agreement.
11. Further Assurances.
The B rrower shall execute any further documents or instruments
consistent ith 1ter f this reement, including documents and instruments in
�, �
�;
Borr.o�ver's lnitiats �
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 8
City file No.
recordable form, as City shall from time to time find necessary or appropriate to
effectuate its purposes in entering into this Agreement and making the Loan.
12. Events of Default.
(a) Subject to the further provisions of this Section 12, the failure of
any representation or warranty of the Borrower contained herein to be correct in all
material respects, or the failure or delay by Borrower to perform any of its obligations
under the terms or provisions of the Loan Documents, shall constitute a default
hereunder ("Default"). The Borrower must immediately commence to cure, correct, or
remedy such failure or delay and shall complete such cure, correction or remedy with
reasonable diligence, but in any event, within the time set forth in Sections 12(c) and (d)
below, as applicable.
(b) The City shall give written notice of default to Borrower, specifying
the default complained of by the City. Delay in giving such notice shall not constitute a
waiver of any default nor shall it change the time of default.
(c) If a monetary event of default occurs, prior to exercising any
remedies under the Loan Documents or the Act, City shall give Borrower written notice
of such default. Borrower shall have a period of thirty (30) days after such notice is
given within which to cure the default prior to exercise of remedies by City.
(d) If a non-monetary event of defautt occurs, prior to exercising any
remedies under the Loan Documents or the Act, City shall give Borrower notice of such
default. If the default is reasonably capable of being cured within thirty (30) days,
Borrower shall have such period to effect a cure prior to exercise of remedies by City
under the Loan Documents or the Act. 1f the default is such that it is reasonably
capable of being cured, but not within such thirty (30) day period, and Borrower
(i) initiates corrective action within such thirty (30) day period, and (ii) diligently,
continually, and in good faith works to effect a cure as soon as possible, then Borrower
shall have such additional time as is reasonably necessary to cure the default prior to
exercise of any remedies by City. However, in no event shall City be precluded from
exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default, or if the default is not cured within one
hundred and twenty (120) days after the first notice of default is given.
(e) If any Default occurs, then, upon the election of City, (i) if there has
been no disbursement of the Loan Amount, this Agreement shall terminate and, except
as otherwise expressly provided herein, the parties have no further obligations or rights
hereunder, or (ii) if the Loan Amount has been disbursed in whole or in part, City may
terminate its obligations to make any further disbursement of the Loan Amount and
exercise any or all of the rights and remedies available to it under applicable law, at
equity or as otherwise provided herein.
� �
�orrciwer's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 9
City file No.
(f) Any and all costs and expenses incurred by the City in pursuing its
remedies hereunder shall be additional indebtedness of the Borrower to the City
hereunder, and shall be secured as provided in the Act.
(g) Except as otherwise expressly stated in this Agreement, the rights
and remedies of the City are cumulative, and the exercise of one or more of such rights
or remedies shall not preclude the exercise by the City, at the same time or different
times, of any other rights or remedies for the same Default or any other Default. No
failure or delay by City in asserting any of its rights and remedies as to any Default shall
operate as a waiver of any Default or of any such rights or remedies, or deprive the City
of its rights to institute and maintain any actions or proceedings which it may deem
necessary to protect, assert or enforce any such rights or remedies.
(h) Pertormance of the covenants and conditions imposed upon
Borrower hereunder with respect to the commencement and completion of the Work
shall be excused while and to the extent that, Borrower is prevented from complying
therewith by war, riots, strikes, lockouts, action of the elements, accidents, or acts of
God beyond the reasonable control of the Borrower; provided, however, that such event
is not caused by the fault, negligence or misconduct of Borrower; and provided, further,
as soon as the cause or event preventing compliance is removed or ceases to exist the
obligations shall be restored to full force and effect and Borrower shall immediatety
resume compliance therewith and performance thereof.
13. Com�liance with Local. State and Federal Laws.
Borrower shall perform the Work, or cause the Work to be performed, in
conformity with all applicable laws, including all applicable federal, state and local
occupation, safety and health laws, rules, regulations and standards. Borrower agrees
to indemnify, defend and hold the City Parties harmless from and against any cost,
expense, claim, charge or liabiiity relating to or arising directly or indirectly from any
breach by or failure of Borrower or its contractor(s) or agents to comply with such laws,
rules or regulations. The indemnification obligations described in this Section 13 shall
survive the disbursement of the Loan Amount, the repayment of the Loan, and the
termination of this Agreement.
14. Severabilitv.
Each and every provision of this Agreement is, and shall be construed to
be, a separate and independent covenant and agreement. If any term or provision of
this Agreement or the application thereof shall to any extent be held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or
provision to circumstances other than those to which it is invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Agreement shall be valid
and shall be enforced to the extent permitted by law.
�
�
Borrower's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 10
City file No.
15. Notices.
All notices and demands shall be given in writing by certified mail, postage
prepaid, and return receipt requested, or by personal delivery (by recognized courier
service or otherwise). Notices shall be considered given upon the earlier of
(a) personal delivery or (b) two (2) business days following deposit in the United States
mail, postage prepaid, certified or registered, return receipt requested. Notices shall be
addressed as provided below for the respective party; provided that if any party gives
notice in writing of a change of name or address, notices to such party shall thereafter
be given as demanded in that notice:
To City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260-2578
Attention: Direct�r, Office of Energy Management
To Borrower: Veridian, LLC.
42635 Melanie Place
Palm Desert, California 92211
Attention: Dick Baxley.
16. Attornevs' Fees and Costs.
In the event that any action is instituted to enforce payment or
performance under this Agreement, the parties agree that the non-prevailing party shall
be responsible for and shall pay all costs and all attorneys' fees incurred by the
prevailing party in enforcing this Agreement.
17. No Waiver.
No disbursement of the Loan Amount shall constitute a waiver of any
conditions to the City's obligation to make further disbursements nor, in the event
Borrower is unable to satisfy any such conditions, shall any such waiver have the effect
of precluding the City from thereafter declaring such inability to constitute a Default
under this Agreement. No disbursement of the Loan Amount based upon inadequate
or incorrect information shall constitute a waiver of the right of City to receive a refund
thereof from Borrower.
18. Governina Law.
This Agreement shalf be governed by the laws of the State of California.
Any legal action brought under this Agreement must be instituted in the Superior Court
of the County of Riverside, State of California, or in an appropriate municipal court in
that County or in the United States District Court for the Central District of California.
�
1, ` \ �
Borrower's nitials
P6402-o201\1080467v4.doc Energy Program Loan Agreement- 11
City file No.
19. Amendment of Aareement.
No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement executed by
the Borrower and City.
20. Citv Mav Assis�n; Role of the Citv.
City, at its option, may (i) assign any or all of its rights and obligations
under the Loan and this Agreement, and (ii) pledge and assign its right to receive the
Assessment, the Annual Administrative Assessment, and the repayment of the Loan
and any other payments due to the City hereunder, without obtaining the consent of the
Borrower.
21. Borrower Assiqnment Prohibited.
In no event shal� Borrower assign or transfer any portion of this
Agreement or Borrower's rights or obligations under the Agreement without the prior
express written consent of City, which consent may be granted or withheld in the sole
and absolute discretion of the City.
22. Relationshin of Borrower and CitY
The relationship of Borrower and City pursuant to this Agreement is that of
debtor and creditor and shall not be or be construed to be a joint venture, equity
venture, partnership, or other relationship.
23. General.
Time is of the essence of this Agreement and of each and every provision
hereof. This Agreement, together with the other Loan Documents, constitutes the
entire agreement between the parties hereto, and there shall be no other agreement
regarding the subject matter thereof unless signed in writing by the part to be charged.
If there is more than one "Borrower," the obligations hereunder of all Borrowers shall be
joint and several.
24. Counteroarts.
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all of such counterparts together shall constitute one
and the same instrument.
25. Snecia! Termination.
Notwithstanding anything to the contrary contained herein, this Agreement
shalt terminate and be of o further force or effect If the Borrower has submitted to the
Director a notice its de ision cancel this transaction on or prior to the date and
� �
� ��
Borrower's Initials '
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 12
City file No.
time described in the Notice of Right to Cancel which was delivered to the Borrower
upon its execution of this Agreement.
26. No Third Partv Beneficiary Riqhts
This Agreement is entered into for the sole benefit of Borrower and City
and, subject to the provisions of Sections 9, 10 and 20, no other parties are intended to
be direct or incidental beneficiaries of this Agreement and no third party shall have any
right in, under or to this Agreement.
�
,f�Y � ,
�, �
` orrower's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 13
City �le No.
IN WITNESS WHEREOF, Borrower and City have entered into this
Agreement as of the date and year first above written.
Borrower: City:
VERIDIAN, LLC, a California limited liability CITY OF PALM DESERT,
company. a California municipal corporation
By: Dick Baxley
Its Manager
� By:
By: �
Dick Baxley Name: Robert Spiegal
By: Dick Baxley and Paula Baxley Living Title: Mayor
Trust UTD 6/23/99
Its: Member
By:
By: �
Dick Baxley, Trustee Name: Justin McCarthy
By: Horton a 'ly T st at 6/5/07 Title: Acting City Manager
Its: Me' b
By: By:
Mike Horton, stee
By: Charles Richard Shepardson and Mary Name: Patrick Conlon
K. Shepardson Revocable Trust dated Title: Director, Office of Energy Mgmt.
7/3/03
Its: Member
- ATTEST:
By:
Charles hepardson, Trustee
By: Melissa S. Layton Trust UTD 3/31/06 Rachelle D. Klassen, City Clerk
lts: Member
Date of Execution by Borrower:
By:
Melissa Layton, Trustee 20
P6402-020111080467v4.doc Energy Program toan Agreement
STATE OF CALIFORNIA }ss.
COUNTY OF � .��0 �G��- }
On .� , before me, //�L1- ,
a notary public, ersona y appeared '
who proved to me on the basis of satis actory evidence to b 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 beha{f of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. s.Na�
COp�t.� 1812087
I� "°te"'�r�M�ee ca� �l
� Mr Cdn.Fa1P.SEP.��50,�
Signature
(This area for o�cial notarial seal)
STATE OF CALIFORNIA }ss.
COUNTY OF }
On , before me, ,
a 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 California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(This area for ot�icial notarial seal)
P6402-020111080467v4.doc Energy Program Loan Agreement- 15
STATE OF CALIFORNIA }ss.
COUNTY OF � �'�— }
On �� �' , before me, �J L L �
a notary public, persona y appeared
who proved to me on the basis of satisfactory evidence to e 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/heNtheir 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 Califomia that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. �"""""""'����
� Co►�M.�1812087
���� N
• � Nr Carr,Ex►,W,39 Z012'�
Signature �
(This area for of�iaal notarial seal)
STATE OF CALIFORNIA }ss.
COUNTY OF �Y2�`9?��- }
On �_�_�,�—� before me, y/l L ,
a notary public, personally appeared
who proved to me on the basis of satisfactory evi ence to 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/heNtheir signature(s) on the instrument the person(s) or the entitty upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct. �......,r�,,,
� S.Hlll
WITNESS m hand and official seal. CoMtr.�1812087
y � rar��.� N
Ah Cdr.Eu.SEr.70,2012"'
�
Signature
(This area for official notarial seal)
P6402-�201\1080467v4.doc Energy Program Loan Agnsement-15
Form ��9 Request for Taxpayer Give form to the
(Rev.Octoher 2007) requester. Do not
Oepartmentof theTreasury identification Number and Certification send to the IRS.
Intemal Revenue Servica
Name(as sho,yon on your income tax return)
�, V \Ar1�}
aBusiness name,if different from above
c
O
d c Che ppropriate box: ❑ Indivitlual/Sole ro rietor p ❑ Partnership
a o p p ❑ Cor oration Exempt
�"� Lfmited liability company.Enter the tax classi/ication(D=disregarded entity,C=corporetion,P=partnership)► _._,.,. ❑ payee
O � ❑ Oth9'(See irGhllLtpnq)►
,c� Address(number,sheet,and apt.or suite Requester's name and address(optionaq
a � `1 Z- �-L�5 �� �C
w
�� it ,state,and ZIP code
y ` ' b t7
� List account number(s)here(opt nal)
Tax a er ldentification Number IN
Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Sociai security number
backup withholding. For individuals, this is your social security number(SSN). However,for a resident
alien, sole proprietor,or disregarded entity,see the Part I instructions on page 3. For other entities,it is
your employer identification number(EIN). If you do not have a number,see How to get a TIN on page 3. Or
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose E pioyer iden'rication number
number to enter. i O�O/_O �
m �P
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2. I am not subject to backup withholding because: (a)I am exempt from backup withholding,or(b)I have not been notified by the Internal
Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person(defined below).
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. for real estate transactions, item 2 does not apply_
For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt, contributions to an individual retirement
arrangement(IRA),and generally, payments other than interest and dividends,you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign gignature oi
Here u.s. e.�o� ► c� .-�
P Date ►2� /Z �
General Instructions Oefinition of a U.S. person. For federal tax purposes, you are
Section references are to the Intemal Revenue Code unless considered a U.S.person if you are:
otherwise noted. • An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporati�n, cvmpany, or association created or
Purpose of Form organized in the United States or under the laws oi the United
A person who is required to file an inTormation return with the States,
IRS must obtain your correct taxpayer identification number(TIN� • An estate(other than a foreign estate), or
to report,for example, income paid to you, real estate • A domestic trust(as defined in Regulations section
transactions, mortgage interest you paid,acquisition or 301.7701-7).
abandonment of secured property, cancellation oi debt, or
contributions you made to an IRA. Special rules for partnerships. Partnerships that conduct a
Use Form W-9 onty if you are a U.S. person(including a trade or business in the United States are generally�equired to
resident alien), to provide your correct TIN to the person Pay a withholding tax on any foreign partners' share of income
requesting it(the requester)and,when applicable, to: from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
1.Certity that the TtN you are giving is correct (or you are a partner is a foreign person, and pay the withholding tax.
waiting for a number to be issued), Therefore, if you are a U.S, person that is a partner in a
2. Certify that you are not subject to backup withholding, or Partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
3.Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership
exempt payee. lf applicable,you are also certifying that as a income.
U.S. person, your allocable share of any partnership income from The erson who
a U.S. trade or business is not subject to the withholding tax on P gives Form W-9 to the partnership for
foreign partners' share ot effectively connected income. purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
Note. If a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is in the
request your TIN, you must use the requester's form if it is following cases:
substantially similar to this Form W-9. • The U.S. owner of a disregarded entity and not the e�tity,
Cat.No.10231X Form W-9 (qev. 10-2007)
I I I E TAT T
Creditor Applicant(s)
City of Palm Desert Veridian, LLC,a California limited liability company
Mailing Address Property Address
73-510 Fred Waring Drive 42635 Melanie Place
Palm Desert,California 92260-2578 Palm Desert,California 92211
ANNUAL PERCENTAGE
RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS
The cost of your credit as a The dollar amount the The amount of credit provided The amount you will have paid
yearly rate. credit will cost you. to you or on your behalf. aRer you have made all
payments as scheduled.
E 7.6056% E s494,205.60 E 5522,092.00 E E1,016,297.60
ITEMIZATION: You have a right at this time to an ITEMIZATION OF AMOUNT FINANCED.
I/We0 do 0 do not want an itemization.
YOUR PAYMENT SCHEDULE WILL BE:
NUMBER OF PAYMENTS *AMOUNT OF PAYMENTS WHEN PAYMENTS ARE DUE
40 a25,407.44 Payments Are Payable In The Same Manner And In The Same Installments As
The General Taxes Of The City On Real Property Are Payable.
'All amounts and payments are estimated based on the maximum loan amount. After the final disbursement of loan proceeds,a statement will be
provided showing principal and payment amounts.
SECURITY: The City will record a lien against the property at 42635 Melanie Place,Palm Desert,Califomia 92211.
I
FILING/RECOROING FEES: $NONE
LATE CHARGES: Your payments will be collected in the same manner as your propeRy taxes and will be subjed to the same penakies,procedure,
sale and lien priority in case af delinquency as applicable for property taxes.
PREPAYMENT: If you prepay this Ioan in full or in part,you
Q will Q will not have to pay a penalty.
Q wiU XQ will not be entitled to a refund of part of the finance charge.
See your conlract documents for any additional informatfon regarding non-payment,default,required repayment in full before scheduled
date,and prepayment refunds and penalBes.
E means estimate.
IMle hereby acknowledge reading and receiving a complete copy of this disclosure. IANe understand there is no eommitment for the creditor to make
this loan d there is no abligation for me/us to accept this loan eliv or ing of 2his disClosure.
^ � ��
r' Si re Dat ro er's S ure � f
Dat
Tr t r As Trustee of e Trust
,�---
i
orrower's Si n�t ate Borrower's Signature Date
As Trustee of the rust
EXHIBIT "A"
[ATTACH COPY OF EXECUTED AND APPROVED APPLICATION]
P6402-D201\1080467v4.doc Energy Program Loan Agreement
Exhibit A
PALM DESERT �€3--i 5105
ENERGY INDEPENDENCE PROGRAM
LOAN APPLICATION
The Energy Independence Program provides for the City of Palm Desert to make loans to property owners to finance the
installation of distributed generation renewable energy sources or energy efficiency improvements that are permanently
fixed to the real property. Loans will be made pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and
Highways Code(commencing with Section 5898.10)and the Ciry of Palm Desert's Energy Independence Program Report
and Administrative Guidelines dated August 28,2008.
APPLICANT 1NFORMATION
Property Owner(s)Name(s): VERIDIAN LLC
Property Address(where improvements are to be installed): Mailing Address(if different):
42635 Melanie Place VERIDIAN LLC
Palm Desert.CA 9221 I 73712 Alessandro B-4
Palm Desert,CA 92260
Assessor's Parcel Number(9 digit APN):634-260-030
Contact Name: Dick Baxlev
Daytime Telephone Number: (760)773-3310
E-mait Address:dbaxleyPa,baxleyproperties.com
Property Owner(s)(check one):
_lndividual(s) _Corporation x_LLC
_Trust _Parmership _Other,please specify
below
Other:
Are you,or the property described herein,currently involved in a bankruptcy proceeding? ❑yes _x_no
P6401-000111073723v9.doc 1
PROPERTY INFORMATtON
[s property developed? _X yes ❑ no
Property Type
(check one): _Single Family Residential Multi-Family Residential x_Commercial
_Industrial Mobile Home Other,please specify
below
Other:
IMPROVEMENTS INFORMATION
Proposed Improvements (please describe and attach separate sheet if necessary):
60.5 kW(DC)PV solar�stem with so(ar structures designed engineered arid 111StAI�ed bV SUNTREK
Itemized Estimated Cost of Improvements:*
A. (i) Construction contract(bid price for cost of materials and labor): or $ 456,805
(ii)If self-installing,cost of equipment{do not include any labor costs): $
B. Contingency allowance (10%of(i)or(ii)above): $
C. Drafting, engineering and/or plan preparation fees: $
D. Permit fees:
E. Title Report* _x_Include in Loan ❑Pay Cash $ 200
F. Other(please specify on separate sheet): Solar Structure $ 65,087
Total: $ 522 092
Requested Loan Amount(minimum loan amount is $5,000): $522,092
Loan term requested: 20 years (20 years malcimumj
Multiple Disbursements requested(loans in excess of$20,000): _x�es ❑ no
* The Applicant will be responsible for one-half of the title costs,not to exceed$200.00 per Loan.The City of Palm Desert
will contribute the balance of the title costs. The Applicant's share of the title costs can be included in the Loan Amount or
the Appl icant may pay this cost to the City in cash at the time of executing the Loan Agreement.
P6401-0041\1073723v9.doc 2
DECLARATIONS:
By signing this Application,the undersigned hereby declares under penalty of perjury under the laws of
the State of California all of the following:
1. I/we am/aze all of the current owner(s)of record of the property described herein.
2. I/we am/are not, and the property described herein is not,currently involved in a bankruptcy
proceeding.
3. That(i)the information provided in this Application is true and correct as of the date set forth
opposite my/our signature(s)on this Application and(ii)that Uwe understand that any intentional
or negligent misrepresentation(s)of the information contained in this Application may result in
civil liability and/or criminal penalties including, but not limited to, fine or imprisonment or both
under the provisions of Title 18,United States Code, Section 1001,et seq. and liability for
monetary damages to the City of Palm Desert, its agents, successors and assigns, insurers and
any other person who may suffer any loss due to reliance upon any misrepresentation which I/we
have made in this Application.
4. I/we am/aze applying for a loan pursuant to the City of Palm Desert's Energy Independence
Program. I/we understand that Uwe must execute a Loan Agreement with the City of Pa1m
Desert in order to receive a loan and I/we have the authority, withaut the consent of any third
party which has not been previously obtained,to execute and deliver the Loan Agreement,this
Application, and the various documents and instruments referenced herein.
5. I/we understand that the loan made pursuant to the Loan Agreement will be repayable through an
assessment levied against my/our property. The assessment and the interest and any penalties
thereon will constitute a lien against my/our property until they are paid, even if I/we sell the
property to another person. I/we understand that assessment installments(including principal and
interest)will be collected on my/our property tax bill in the same manner and at the same time as
property taxes and will be subject to the same penalties, remedies,and lien priorities as for
property taxes in the event of delinquency.
6. That executing the Loan Agreement, receiving the loan proceeds, and consenting to the
assessment levied against my/our property to repay the loan will not constitute a default under
any other agreement or security instrument which affects my/our property or to which I/we
am/are a party.
7. Uwe agree that the selection of product(s),equipment,and/or measures referenced in this
Application(the "Equipment"),the selection of manufacturer(s),dealer(s), supplier(s),
contractor(s)and/or installer(s), and the decision regarding the purchase,installation and
ownership/maintenance of the Equipment is/are my/our sole responsibility and that Uwe have
not relied upon any representations or recommendations of the City of Palm Desert in making
such selection or decision,and that my manufacturer,dealer,supplier, contractor or installer of
the Equipment is not an agent or representative of the City of Palm Desert.
P6401-0001\1073723v9.doc 3
8. I/we understand that the City of Palm Desert makes no warranty, whether express or implied,
including without Iimitation,the implied warranties of inerchantability and fitness for any
particular purpose, use or application of the Equipment.
9. I/we agree that the City of Palm Desert has no liability whatsoever concerning(i)the quality or
safety of the Equipment,including its fitness for any purpose,(ii)the estimated energy savings
produced by the Equipment, (iii)the workmanship of any third parties,(iv)the installation or use
of the Equipment including,but not limited to, any effect on indoor pollutants,or any other
matter with respect to the City of Palm Desert Energy Independence Program.
10. Uwe understand that I/we is/are responsible for meeting all City of Palm Desert Energy
Independence Program requirements and complying with all applicable
Federal/State/County/City laws and the requirements of any agreement which effects the use of
the property(such as homeowner's association requirements, if any).
Signed on this��day of�Q� ,20D�in the City of`�lh ���tate of C�'�-,1 ,
Properiy Owner Signature: Printed Name� ���T�r��� �
,
Property Owner Signature: Printed Name: -d.�� � ' t� ��,�
REQUIRED ATTACHMENTS:
o Organizational Documents if Property Owner is not an individual(s)
v Home Improvement Contract or contractor's bid or proposal, which includes contractor's name
and license number(unless self-installing)
❑ Disclosure Regarding Assessment Financing(please complete and sign)
❑ State of California Fair Lending Notice(please complete and sign)
IF YOUR APPLICATION IS DENIED, YOU HAVE THE RIGHT TO A WRITTEN STATEMENT
OF THE SPECIFIC REASONS FOR THE DENIAL. TO OBTAIN THE WRITTEN STATEMENT,
PLEASE CONTACT THE OFFICE OF ENERGY MANAGEMENT AT (760) 837-0287, 73710 FRED
WARING DRIVE, SUITE 200A, PALM DESERT, CA 92260, OR SEND AN EMAIL TO
BDRUYON(a�CI.PALM-DESERT.CA.US WITHIN 64 DAYS FROM THE DATE YOU ARE
NOTIFIED OF THE DEIVIAL. THE OFFICE OF ENERGY MANAGEMENT WILL PROVIDE YOU
A WRITTEN STATEMENT OF THE REASONS FOR THE DENIAL WITHIN 15 DAYS OF
RECEIVING YOUR REQUEST FOR THE STATEMENT.
THE FEDERAL EQUAL CREDIT OPPORTUNITY ACT PROHIBITS CREDITORS FROM
DISCRIMINATING AGAINST CREDIT APPLICANTS ON THE BASIS OF RACE, COLOR,
RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE (PROVIDED THE APPLICANT
HAS THE CAPACITY TO ENTER INTO A BINDING CONTRACT); BECAUSE ALL OR PART OF
THE APPLICANT'S INCOME DERIVES FROM ANY PUBLIC ASSISTANCE PROGRAM; OR
BECAUSE THE APPLICANT HAS IN GOOD FAITH EXERCISED ANY RIGHT UNDER THE
CONSUMER CREDIT PROTECTION ACT. THE FEDERAL AGENCY THAT ADMINISTERS
COMPLIANCE WITH THIS LAW CONCERNING THIS CREDITOR IS THE FEDERAL TRADE
COMMISSION, EQUAL CREDIT OPPORTUNITY, WASHINGTON, DC 20580.
P6401-0001\1073723v9.doc 4
DISCLOSURE REGARDING ASSESSMENT FINANCING
The Energy Independence Program establishes the manner by which the City of Palm Desert
(the "City")may make loans to property owners pursuant to Chapter 29 of Part 3 of Division 7
of the California Streets and Highways Code(commencing with Section 5898.10)to finance
the installation of distributed generation renewable energy sources or energy efficiency
improvements that aze permanently fixed to the owner's real property. Each loan will be made
pursuant to a loan agreement between the City and the property owner.
The loan will be secured by and repayable through an assessment levied by the City against the
owner's property.Each year until the loan is repaid,assessment installments (including principal
and interest)will be collected on the property tax bill for the property in the same manner and at
the same time as property taxes.Assessment installments will be subject to the same penalties,
remedies (including foreclosure and sale of the property), and lien priorities as for property taxes
in the event of delinquency.
The assessment and each installment thereof,and any interest and penalties thereon, will
constitute a lien against the property until paid even though prior to full payment the property is
conveyed to another person. An assessment lien wiil be recorded against the owner's property in
the office of the County Recorder of the County of Riverside. Such lien will be paramount to all
existing and future private liens against the property, including mortgages, deeds of trust and
other security instruments.
Before completing an Energy Independence Program Application,a property owner should
carefully review any agreement(s)or security instrument(s)which affect the property owner's
property or to which the property owner is a party. ENTERING INTO AN ENERGY
INDEPENDENCE PROGRAM LOAN AGREEMENT WITHOUT THE CONSENT OF
THE OWNER'S EXISTING LENDER(S) COULD CONSTITUTE AN EVENT OF
DEFAULT UNDER SUCH AGREEMENTS OR SECURITY INSTRUMENTS.
DEFAULTING UNDER AN EXISTING AGREEMENT OR SECURITY INSTRUMENT
COULD HAVE SERIOUS CONSEQUENCES TO THE PROPERTY OWNER,WHICH
COULD INCLUDE THE ACCELERATION OF THE REPAYMENT OBLIGATIONS
DUE UNDER SUCH AGREEMENT OR SECURITY INSTRUMENT.
P6401-0001\1073�23v9.doc 1 Of 2
A property owner must declaze under penalty of perjury in the Energy Independence Program
Application that(i)the owner has the authority, without the consent of any third party which has
not been previously obtained,to execute and deliver the loan agreement,the Application, and the
various documents and instruments referenced therein; and(ii)that executing the loan
agreement,receiving the loan proceeds,and consenting to the assessment levied against the
property owner's property will not constitute a default under any other agreement or security
instrument which effects the property owner's property or to which the property owner is a party.
If you have any questions regarding any agreements or security instruments which effect
your property or to which you are a party or your authority to execute the Energy
Independence Program Application or enter into a loan agreement with the City without
the prior consent of your existing lender(s),the City strongly encourages you to consult
with your own legal counsel and/or your lender(s). City Staff will not provide property
owners with advice regarding existing agreements or security instruments.
I have received a copy of this Notice. I have received a copy of this Notice.
Property Owner Signature: Prope ign e:
r �
_ _
` s.��c
Printed Name:,�J �GVC, �-�"f ��lted Name:
Date: _ (Z.— � � —� Date:_ j�` �r' �
P6401-0001\1073723v9.doc 2 of 2
THE HOUSING F/NANClIl1 D/SCRlMINAT1pN ACT QF '�977
FAIR LENDING Nl�T10E
It i� ille�tl to discriraiaate in tbe provi8ion of or in the Av�tilability ofi fiuAn�i�1 xsfi�taecY
beruuse of the��o�sida�xtioa ot
1. Trinda, characieristica or conditions in the neighbarbood or geographjc a�a aur-
rouhding a hausing Acoommod�tion,u�l�ss the financisl inatitutioa can demonstrate
iu the pArticular cnse that auc6 con�idc�rAtioa is required to avoid ap •nsate and
unsownd business practic�: or
Z. Ruce. oolor: rdigion,aeu, �wret»1 �tatu�, dorrestic pxrtnerr�ip, natian�t origin or
sncestr�.
It ia iUegal to coosider tbe racinl, ethaic„ religious or natioaal origis rnmposition of a
�eighborhood or geogrsiphic are�surrouuding A housiag accommod�tiun orwhetber or not
sncli roao positiod is undergoina chAn�ar is c:p�cted to�nda�o ct�ange,in appr�iain�s
MoNsing accom�nociAtioa � 3n det�ermining whetbtx� or not� or under wMat ter�as and
cond'Hiaas,ta provide fin�,nciAt �sist�neG
Thes�provisions govern t'inpncisl naaistancc for th�purpose of tAe purcba�constructio�,
rehabilitatian or refinancin�otono-to �our-�ait 1'amily resideneta occupied by If�e owner
awd tor the purpose of tbe home improvemeat of any one-to four-unit tamily residence.
1/;►nu Iravr an�f qr.esrions�baert your nghRc.or f vow wesh lo�Ie�coun�lurn�.cark�ct the nwr►��err�rer
c�!'thi.r.�}�aar�cia!�»srfruti�,�r rn the tJwjaasrrr�nt aj'�tr:rr!F,srcNc pt ure�r,jti��'��lt�nvin��kw�atFut�e:
2SS0 Matipc�sa Mall,Suite 3t17U 22t11 Btoadway
Fresno,CA 93 72 1-2373 P.O.8ox lli7�10[l(matt�»k rwti6�c.yxj
32t1 W. �3ih Street,Suito 350 Sacrnma�to,GA 953318-7t1W
Los Angeie+s.CA�?Otl"13-1105 1350 From Street,Suite 30fid
15t3 Ctay Stredt,Suite 742 San Diego,CA 921U1-3GlS'7
Oaklsnd,CA 5a4r;12•l�st'i2
ACKNOVVLEDGMEIYT OF RECEiPT
!(x�1 reerhoad a cx�py oJde�s�wlca
( Z�I l -c9�
J tJ�Nn
1 ^✓'�
_ !'�
.r► _
Ihsr.�i�r<r.v7:�r}lK��.lis:�•.�y�,—McN1��Iw:txlillgUnit RI:iiG7(Rt,'� G/(N)
P6401-0001\]073723 v9.doc
Baxley
Propert�es
,.�.
Sales- Leasin8
Management
DATE: February 9,2009
TO: Mike Horton mhorton�hsadesi� rou�com
Chuck Shepardson cshe�ardson�hsadesign�;rou�com
Melissa Layton mlayton�drminternet com
FROM: Dick Baxley Pho: (760)773-3310
BAXLEY PROPERTIES,INC FAX: (760)773-3013
RE: Energy Independence Loan Program
For 42635 Melanie Place, Palm Desert
Dear Members:
Enclosed please find the"Loan Agreement"and related paperwork.
Please note the City is asking us to return the fully executed and notarized
paperwork within ten(10)days. Sandy at my office is a notary if you don't have
one you usually use.
Please review carefully since this is the formal paperwork.
'Thanks,
t
l
� 113•3310
Fax: 760.773.3013
73-712 Alessandro, Sulte B-4 • Palm Desert, CA 92260
www.baxlev�roaerties.com
Oftice Use Only Loan#08-151CS
City file No.
LOAN AGREEMENT
CITY OF PALM DESERT ENERGY INDEPENDENCE PROGRAM
[MULTIPLE DISBURSEMENTS]
This Loan Agreement ("AgreemenY') is made and entered into as of this
4th day of February, by and between the CITY OF PALM DESERT, a California
municipal corporation ("City") and Veridian, LLC. ("Borrower").
RECITALS
A. City has established the Energy Independence Program (the "Program")
pursuant to which City may extend loans to property owners to finance the acquisition
and installation on their property of certain qualifying renewable energy systems and
energy efficient equipment. The purpose and method of administration of the loans
under the Program are described in the Energy Independence Program Report adopted
by the City Council on August 28, 2008, as it may be amended from time to time (the
"Report").
B. The Program is authorized by Chapter 29 of Part 3 of Division 7 of the
California Streets and Highways Code (the"Act").
C. The Borrower has submitted to the City that certain Palm Desert Energy
Independence Program Loan Application dated December 12, 2008, a copy of which is
attached hereto as Exhibit "A" and incorporated herein by this reference (the
"Application"). The Application describes, among other things, the renewable energy
system and/or energy efficient equipment which is to be financed with the proceeds of
the loan described herein, and to be constructed on or installed in the property of
Borrower described in Exhibit "B" attached hereto and incorporated herein by this
reference (the "Property"), and the City has approved the Application as provided in the
Report.
D. The Borrower wishes to participate in the Program by executing this
Agreement with the City and using the proceeds of the loan made by the City to the
Borrower hereunder to finance the acquisition and [construction] [installation] on the
Property of the [renewable energy system] [energy efficiency equipment] described in
the Application (the "Equipment"). The Equipment and its construction on or installation
in the Property is collectively referred to herein as the "Work".
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
�
1 '
I
Borro er's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 1
City file No.
AGREEMENT
1. Loan Ac�reement.
(a) Subject to the conditions set forth herein, City agrees to extend a
loan ("Loan") to Borrower in the amount of up to Five Hundred Twenty Two Thousand
Ninety Two Doliars ($522,092.00) (the "Loan Amount"). Notwithstanding anything to
the contrary contained herein, the Loan Amount shall not in a�y event exceed the
actual cost of the Work. The Loan Amount shall be adjusted, if necessary, prior to the
first disbursement of the Loan Amount to the Borrower and following the post-
completion inspection by the City's Office of Energy Management ("OEM") as described
in Section 3 below, and shall be adjusted by the Director of the OEM (the "Director") to
an amount equal to the actual cost of the Work. Any adjustment of the Loan Amount
by the Director shall be made on the basis of the best available written evidence of the
actual cost of the Work and in the exercise of the Director's reasonable judgment. The
Borrower shall be solely responsible for the payment of all cost of the Work which
exceeds the Loan Amount and Borrower agrees in any event to complete the Work and
to fund all costs associated with such completion which may be in excess of the Loan
Amount. This Agreement, together with the Application, the Report and the documents
and instruments attached to or referenced in this Agreement and the Application are
collectively referred to herein as the "Loan Documents."
(b) The term of the Loan and this Agreement shall be twenty (20)
years from the date that the proceeds of the Loan are first disbursed to the Borrower.
(c) Interest shall accrue on the unpaid principal balance of the Loan
Amount from the date first disbursed to Borrower at the simple interest rate of seven
percent (7%) per annum. Interest shall be computed on the basis of a three hundred
sixty (360) day year. If a law which applies to the Loan and which sets maximum
interest rates or loan charges is interpreted by a court of competent jurisdiction in a
manner as would cause the interest or other loan charges collected or to be collected in
connection with the Loan to exceed the limits permitted by such laws, then: (i) any such
interest or loan charge shall be reduced by the amount necessary to reduce the interest
or charge to the permitted limit; and (ii) any sums already collected which exceed
permitted limits will be refunded by the City. The City may choose to make the refund
by reducing the outstanding principal amount of the Loan or by making a direct
payment to the Borrower.
(d) The Borrower promises to pay to the City, without deduction or
offset, the Loan Amount and the interest accrued thereon as provided herein. The
repayment of the Loan Amount and interest accrued thereon shall be repaid by the
Borrower to the City by the payment of an assessment levied against the Property
pursuant to Section 5898.30 of the California Streets and Highway Code (the
"Assessment"). In addition to the Assessment, the Borrower promises to pay to the
Ciry, without deduction or offset, an annual assessment levied against the Property to
paX:costs incurre y the ' ch result from the administration and collection of the
�
Borro er's Initials
P6402-0201�1080467v4.doC Energy Program Loan Agreement- 2
City file No.
Assessment or from the administration or registration of any associated bonds or
reserve or other related funds (the "Annual Administrative Assessment"). The Annual
Administrative Assessment shall not exceed Forty Dollars ($40.00) per year. The
Assessment and the Annual Administrative Assessment, and the interest and any
penalties thereon shall constitute a lien on the Property until they are paid. The
installments of the Assessment and the Annual Administrative Assessment (including
principal and interest) shall be collected on the property ta�c bill pertaining to the
Property, and shall be subject to the same penalties, remedies, and lien priorities as for
property taxes in the event of non-payment. The Borrower hereby expressly consents
to the levy of the Assessment and the Annual Administrative Assessment and the
imposition of the lien on the Property as described herein and in the Act.
(e) The amount of assessment installments that will be placed on the
Property each year is set forth in Exhibit "C" attached hereto and incorporated herein by
this reference.
(f) The Assessment may be prepaid, in whole or in part, at any time
upon the payment of a premium in an amount equal to three percent (3%) of the
amount of the Assessment to be prepaid.
2. Use of Proceeds.
All proceeds of the Loan shall be used by Borrower for the sole purpose
of paying for the reasonable costs and expenses of the Work on the Property, and in
connection therewith the Borrower shall comply with all requirements set forth herein, in
the Application and in the Report.
3. Disbursement Procedures.
(a) Except as otherwise provided in Section 3(b), the City shall have no
obligation to make any disbursement of the Loan Amount hereunder unless and until
each of the following conditions is satisfied, or any such condition is expressly waived
by the Director:
(i) The receipt by the Director of a written certification from
Borrower, and the contractor(s), if any, that pertormed the Work, stating that the Work
for which disbursement is requested is complete, and the actual cost of such Work.
Such certification shall be in form and substance acceptable to the Director.
(ii) An inspection of the Work by the OEM, and a determination
by the Director that the Work has been completed in full compliance with the
requirements of the Loan Documents.
(iii) The receipt by the Director of such other documents and
instruments as the Director may require, including but not limited to, if applicable, the
sworn statements of contr ctor(s) and releases or waivers of lien, all in compliance with
th � quireme f appl' b w.
Bo'Frower's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement-3
City file No.
(iv) Borrower has, as appropriate, executed and delivered to
Director the Loan Documents and such other documents or instruments pertaining to
the Loan or the Work as the Director may require.
(v) As of the date of disbursement of the Loan Amount, the
Director shall have determined that the representations of the Borrower contained in the
Loan Documents are true and correct, and no Default (as defined in Section 12 below)
shall have occurred and be continuing.
(vi) No stop payment or mechanic's lien notice pertaining to the
Work has been served upon the City and remains in effect as of the date of
disbursement of the Loan Amount.
(vii) The City shall have received a title policy (the "Title Policy")
in the Loan Amount and insuring the Loan and the lien of the assessments described in
Section 1(d) hereof. The Title Policy shall be in form and substance acceptable to the
Director.
(b) Notwithstanding the provisions of Section 3(a), the City , upon
written request of the Borrower, may make one disbursement of the Loan Amount as a
progress payment prior to the completion of the Work if each of the following conditions
is satisfied, or any such condition is expressly waived by the Director:
(i) The Loan Amount must be Twenty Thousand Dollars
($20,000) or greater;
(ii) The amount of the requested disbursement does not exceed
fifty percent (50%) of the Loan Amount;
(iii) The Director shall have determined that at least seventy-five
percent (75%), on a cost basis, of the Equipment or construction materials necessary
for its installation on the Property and constituting a portion of the Work shall have been
delivered to the Property and shall have been reasonably secured from theft or
vandalism;
(iv) The proceeds of the requested disbursement shall not
exceed the actual cost of the Equipment or related construction materials described in
(iii) above; and
(v) The conditions to disbursement of the Loan Amount
contained in Sections 3(a)(iv), (v), (vi) and (vii) above shall have been satisfied or
waived by the Director.
(c) Borrower will, within ten (10) days of presentation by the Director,
execute any and all documents or instruments required by the Loan Documents in
connection with he disbu ment of the Loan Amount.
�' �;��,,,�_.� � ;
'$or` er's Initials �
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 4
City file No.
4. Reports.
Borrower agrees, upon the request of Director, to promptly deliver to the
Director, or, if appropriate, cause its contractor(s) to promptly deliver to Director, a
written status report regarding the Work.
5. Representations and Warranties of Borrower
Borrower promises that each representation and warranty set forth be�ow
is true, accurate and complete as of the date of this Agreement, and the date of
disbursement of the Loan Amount. The disbursement of the Loan Amount shall be
deemed to be a reaffirmation by the Borrower of each and every representation and
warranty made by Borrower in this Agreement.
(a) Formation: Authoritv. If Borrower is anything other than a natural
person, it has complied with all laws and regulations concerning its organization,
existence and the transaction of its business, and is in good standing in each state in
which it conducts its business. Borrower is the owner of the Property and is authorized
to execute, deliver and perform its obligations under the Loan Documents, and all other
documents and instruments delivered by Borrower to the City in connection therewith.
This Agreement and the Application have been duly executed and delivered by
Borrower and are valid and binding upon and enforceable against the Borrower in
accordance with their terms, and no consent or approval of any third party, which has
not been previously obtained by the Borrower, is required for the Borrower's execution
thereof or the performance of its obligations contained therein.
(b) Compliance with Law. Neither Borrower nor the Property is in
violation of, and the terms and provisions of the Loan Documents do not conflict with,
any regulation or ordinance, any order of any court or governmental entity, or any
building restrictions or governmental requirements affecting Borrower or the Property.
(c) No Violation. The terms and provisions of the Loan Documents,
the execution and delivery of the Loan Documents by Borrower, and the pertormance
by Borrower of its obligations contained therein, will not and do not conflict with or result
in a breach of or a default under any of the terms or provisions of any other agreement,
contract, covenant or security instrument by which the Borrower or the Property is
bound.
(d) Other Information. If Borrower is comprised of the trustees of a
trust, the foregoing representations shall also pertain to the trustor(s) of the trust. All
reports, documents, instruments, information and forms of evidence which have been
delivered to City concerning the Loan are accurate, correct and sufficiently complete to
give City true and accurate knowledge of their subject matter.
(e) Lawsuits. There are no lawsuits, tax claims, actions, proceedings,
investigations or other disputes pending or threatened against Borrower which may
impair Borrow r' ility t rf rm its obligations hereunder.
y�,, �� -�
Borrolry ' Initials---�� .
P6402-0201\1080467v4.doc Energy Program Loan Agreement-5
City file No.
(f) No Event of Default. There is no event which is, or with notice or
lapse of time or both would be, a Default under this Agreement.
(g) Accuracy of Declarations. The declarations of the Borrower
contained in the Application are accurate, complete and true.
6. Borrower's Covenants.
Borrower promises to keep each of the following covenants:
(a) Completion of Work and Maintenance of Equipment. Borrower
shall, or shall cause its contractor to, promptly commence construction of the Work, and
diligently continue such Work to completion, in a good and workmanlike manner and in
accordance with sound construction and installation practices. Borrower shall maintain
the Equipment in good condition and repair.
(b) Compliance with Law and Agreements. In commencing and
completing the Work, Borrower shall comply with all existing and future laws,
regulations, orders, building restrictions and requirements of, and all agreements with
and commitments to, all governmental, judicial and legal authorities having jurisdiction
over the Property or the Work, and with all recorded instruments, agreements, and
covenants and restrictions affecting the Property.
(c) Permits. Licenses and Approvals. Borrower sha11 properly obtain,
comply with and keep in effect all permits, licenses and approvals which are required to
be obtained from any governmental authority in order to commence and complete the
Work. Borrower, upon the request of the Director, shall promptly deliver copies of all
such permits, licenses and approvals to the Director.
(d) Site Visits. Borrower grants City, its agents and representatives the
right to enter and visit the Property at any reasonable time, after giving reasonable
notice to Borrower, for the purposes of observing the Work. City will make reasonable
efforts during any site visit to avoid intertering with Borrower's use of the Property.
Borrower shall also allow City to examine and copy records and other documents of
Borrower which relate to the Work. City is under no duty to visit the Property, or
observe any aspects of the Work, or examine any records, and City shall not incur any
obligation or liability by reason of not making any such visit or examination. Any site
visit, observation or examination by City shall be solely for the purposes of protecting
City's rights under the Loan Documents.
(e) Protection Aqainst Lien Claims. Borrower shall promptly pay or
otherwise discharge any claims and liens for labor done and materials and services
furnished to the Property in connection with the Work. Borrower shall have the right to
contest in good faith any claim or lien, provided that it does so diligently and without
delay in completing the W rk.
'',,.�':�::: � C� ��;
Bo�rovirer`s Initials ' �
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 6
City file No.
(fl Insurance. Borrower shall provide, maintain and keep in force at all
times until the Work is completed, builder's all risk property damage insurance on the
Property, with a policy limit equal to the full replacement cost of the Work.
(g) Notices. Borrower shall promptly notify City in writing of any
Default under this Agreement, or any event which, with notice or lapse of time or both,
would constitute a Default hereunder.
7. Comaletion of the Work.
Subject to Section 12(h), Borrower agrees to complete the Work on or
before August 4, 2009.
8. Mechanic's Lien and Stop Notices.
In the event of the filing of a stop notice or the recording of a mechanic's
lien pursuant to applicable law of the State of California and relating to the Work,
Director may summarily refuse to make any disbursement of the Loan Amount, and in
the event Borrower fails to furnish Director a bond causing such notice or lien to be
released within ten (10) days of notice from Director to do so, such failure shall at the
option of City constitute a Default under the terms of this Agreement. Borrower shall
promptly deliver to Director copies of all such notices or liens.
9. Indemnification.
(a) Borrower shall indemnify, defend, protect, and hold harmless the
City and any and all agents, employees, attorneys and representatives of the City
(collectively, the "City Parties"), from and against all losses, liabilities, claims, damages
(including consequential damages), penalties, fines, forfeitures, costs and expenses
(including all reasonable out-of-pocket litigation costs and reasonable attorney's fees)
and any demands of any nature whatsoever related directly or indirectly to, or arising
out of or in connection with, (i) the Loan Documents, (ii) the disbursement of the Loan
Amount, (iii) the Work, (iv) the Equipment, (v) any breach or Default by Borrower under
the Loan Documents, (vi) the Assessment and the Annual Administrative Assessment,
and (vii) any other fact, circumstance or event related to City's extension and
disbursement of the Loan to Borrower or Borrower's performance of its obligations
under the Loan Documents (collectively, the "Liabilities"), regardless of whether such
Liabilities shall accrue or are discovered before or after the disbursement of the Loan
Amount.
(b) The indemnity obligations described in this Section 9 shall survive
the disbursement of the Loan Amount, the repayment of the Loan, the transfer or sale
of the Property by the Borrower, and the termination of this Agreement.
.,� �
Bor�ow�r's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreemenf- 7
City file No. �
10. Wavier of Claims.
For and in consideration of the City's execution and delivery of this
Agreement, Borrower, for itself and for its successors-in-interest to the Property and for
any one claiming by, through, or under the Borrower , hereby waives the right to recover
from and fully and irrevocably releases the City Parties from any and all claims,
obligations, liabilities, causes of action, or damages, including attorneys' fees and court
costs, that Borrower may now have or hereafter acquire against any of the City Parties
and accruing from or related to (i) the Loan Documents, (ii) the disbursement of the
Loan Amount, (iii) the performance of the Work, (iv) the Equipment, (v) any damage to
or diminution in value of the Property that may result from the Work, (vi) any personal
injury or death that may result from the Work, (vi) the selection of manufacturer(s),
dealer(s), supplier(s), contractor(s) and/or installer(s), and their action or inaction with
respect to the Work or the Equipment, (vii) the merchantability and fitness for any
particular purpose, use or application of the Equipment, (vii) the amount of energy
savings resulting from the Work and the Equipment, (ix) the workmanship of any third
parties, and (x) any other matter with respect to the Program. This release includes
claims, obligations, liabilities, causes of action, and damages of which Borrower is not
presently aware or which Borrower does not suspect to exist which, if known by
Borrower, would materially affect Borrower's release of the City Parties.
BORROWER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542
("SECTION 1542"), WHICH IS SET FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR."
BY INITIALING BELOW, BORROWER HEREBY WAIVES THE
PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS
WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.
Borrower's Initi
s�: � � �
The waivers and releases by Borrower contained in this Section 10 shall
survive the disbursement of the Loan Amount, the repayment of the Loan, the transfer
or sale of the Property by the Borrower, and the termination of this Agreement.
11. Further Assurances.
The B rrower shall execute any further documents or instruments
consistent ith �term f this reement, including documents and instruments in
,�;-. �
Borro�rer's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 8
City file No.
recordable form, as City shall from time to time find necessary or appropriate to
effectuate its purposes in entering into this Agreement and making the Loan.
12. Events of Default.
(a) Subject to the further provisions of this Section 12, the failure of
any representation or warranty of the Borrower contained herein to be correct in all
material respects, or the failure or delay by Borrower to perform any of its obligations
under the terms or provisions of the Loan Documents, shall constitute a default
hereunder ("DefaulY'). The Borrower must immediately commence to cure, correct, or
remedy such failure or delay and shall complete such cure, correction or remedy with
reasonable diligence, but in any event, within the time set forth in Sections 12(c) and (d)
below, as applicable.
(b) The City shall give written notice of default to Borrower, specifying
the default complained of by the City. Delay in giving such notice shall not constitute a
waiver of any default nor shall it change the time of default.
(c) If a monetary event of default occurs, prior to exercising any
remedies under the Loan Documents or the Act, City shall give Borrower written notice
of such default. Borrower shall have a period of thirty (30) days after such notice is
given within which to cure the default prior to exercise of remedies by City.
(d) If a non-monetary event of default occurs, prior to exercising any
remedies under the Loan Documents or the Act, City shall give Borrower notice of such
default. If the default is reasonably capable of being cured within thirty (30) days,
Borrower shall have such period to effect a cure prior to exercise of remedies by City
under the Loan Documents or the Act. If the default is such that it is reasonably
capable of being cured, but not within such thirty (30) day period, and Borrower
(i) initiates corrective action within such thirty (30) day period, and (ii) diligently,
continually, and in good faith works to effect a cure as soon as possible, then Borrower
shall have such additional time as is reasonably necessary to cure the default prior to
exercise of any remedies by City. However, in no event shall City be precluded from
exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default, or if the default is not cured within one
hundred and twenty (120) days after the first notice of default is given.
(e) If any Default occurs, then, upon the election of City, (i) if there has
been no disbursement of the Loan Amount, this Agreement shall terminate and, except
as otherwise expressly provided herein, the parties have no further obligations or rights
hereunder, or (ii) if the Loan Amount has been disbursed in whole or in part, City may
terminate its obligations to make any further disbursement of the Loan Amount and
exercise any or all of the rights and remedies available to it under applicable taw, at
equity or as otherwise provided herein.
., t
;�,�.,..-
; :
�orrdHrer's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 9
City file No.
(f) Any and all costs and expenses incurred by the City in pursuing its
remedies hereunder shall be additionai indebtedness of the Borrower to the City
hereunder, and shall be secured as provided in the Act.
(g) Except as otherwise expressly stated in this Agreement, the rights
and remedies of the City are cumulative, and the exercise of one or more of such rights
or remedies shall not preclude the exercise by the City, at the same time or different
times, of any other rights or remedies for the same Default or any other Default. No
failure or delay by City in asserting any of its rights and remedies as to any Default shall
operate as a waiver of any Default or of any such rights or remedies, or deprive the City
of its rights to institute and maintain any actions or proceedings which it may deem
necessary to protect, assert or enforce any such rights or remedies.
(h) Performance of the covenants and conditions imposed upon
Borrower hereunder with respect to the commencement and completion of the Work
shall be excused while and to the extent that, Borrower is prevented from complying
therewith by war, riots, strikes, lockouts, action of the elements, accidents, or acts of
God beyond the reasonable control of the Borrower; provided, however, that such event
is not caused by the fault, negligence or misconduct of Borrower; and provided, further,
as soon as the cause or event preventing compliance is removed or ceases to exist the
obligations shall be restored to full force and effect and Borrower shall immediately
resume compliance therewith and pertormance thereof.
13. Comqliance with Local State and Federal Laws.
Borrower shall perform the Work, or cause the Work to be pertormed, in
conformity with all applicable laws, including all applicable federal, state and local
occupation, safety and health laws, rules, regulations and standards. Borrower agrees
to indemnify, defend and hold the City Parties harmless from and against any cost,
expense, claim, charge or liability relating to or arising directly or indirectly from any
breach by or failure of Borrower or its contractor(s) or agents to comply with such laws,
rules or regulations. The indemnification obligations described in this Section 13 shall
survive the disbursement of the Loan Amount, the repayment of the Loan, and the
termination of this Agreement.
14. Severabilitv.
Each and every provision of this Agreement is, and shalf be construed to
be, a separate and independent covenant and agreement. If any term or p�ovision of
this Agreement or the application thereof shall to any extent be held to be invafid or
unenforceable, the remainder of this Agreement, or the application of such term or
provision to circumstances other than those to which it is invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Agreement shall be valid
and shall be enforced to the extent permitted by law.
� �
,. ' �
Borrower's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 10
City file No.
15. Notices.
All notices and demands shall be given in writing by certified mail, postage
prepaid, and return receipt requested, or by personal delivery (by recognized courier
service or otherwise). Notices shall be considered given upon the earlier of
(a) personal delivery or (b) two (2) business days following deposit in the United States
mail, postage prepaid, certified or registered, return receipt requested. Notices shall be
addressed as provided below for the respective party; provided that if any party gives
notice in writing of a change of name or address, notices to such party shall thereafter
be given as demanded in that notice:
To City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260-2578
Attention: Director, Office of Energy Management
To Borrower: Veridian, LLC.
42635 Melanie Place
Palm Desert, California 92211
Attention: Dick Baxley.
16. Attornevs' Fees and Costs.
In the event that any action is instituted to enforce payment or
pertormance under this Agreement, the parties agree that the non-prevailing party shall
be responsible for and shall pay all costs and all attorneys' fees incurred by the
prevailing party in enforcing this Agreement.
17. No Waiver.
No disbursement of the Loan Amount shall constitute a waiver of any
conditions to the City's obligation to make further disbursements nor, in the event
Borrower is unable to satisfy any such conditions, shall any such waiver have the effect
of precluding the City from thereafter declaring such inability to constitute a Default
under this Agreement. No disbursement of the Loan Amount based upon inadequate
or incorrect information shall constitute a waiver of the right of City to receive a refund
thereof from Borrower.
18. Governinst Law.
This Agreement shall be governed by the laws of the State of California.
Any legal action brought under this Agreement must be instituted in the Superior Court
of the County of Riverside, State of California, or in an appropriate municipal court in
that County or in the United States District Court for the Central District of California.
;�, �f !" /
Borrower's nitiais
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 11
City file No.
19. Amendment of Agreement.
No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement executed by
the Borrower and City.
20. Citv Mav Assiqn; Role of the Citv
City, at its option, may (i) assign any or all of its rights and obligations
under the Loan and this Agreement, and (ii) pledge and assign its right to receive the
Assessment, the Annual Administrative Assessment, and the repayment of the Loan
and any other payments due to the City hereunder, without obtaining the consent of the
Borrower.
21. Borrower Assignment Prohibited
In no event shall Borrower assign or transfer any portion of this
Agreement or Borrower's rights or obligations under the Agreement without the prior
express written consent of City, which consent may be granted or withheld in the sole
and absolute discretion of the City.
22. Relationship of Borrower and Citv
The relationship of Borrower and City pursuant to this Agreement is that of
debtor and creditor and shall not be or be construed to be a joint venture, equity
venture, partnership, or other relationship.
23. General.
Time is of the essence of this Agreement and of each and every provision
hereof. This Agreement, together with the other Loan Documents, constitutes the
entire agreement between the parties hereto, and there shall be no other agreement
regarding the subject matter thereof unless signed in writing by the part to be charged.
If there is more than one "Borrower," the obligations hereunder of all Borrowers shall be
joint and several.
24. Counter�arts.
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all of such counterparts together shall constitute one
and the same instrument.
25. Saecial Termination.
Notwithstanding anything to the contrary contained herein, this Agreement
shall terminate and be of o further force or effect If the Borrower has submitted to the
Director a notice its de ision cancel this transaction on or prior to the date and
_ �
Borrower's Initials
P6402-0201\1080467v4.doc Energy Program Loan Agreement- 12
City file No.
time described in the Notice of Right to Cancel which was delivered to the Borrower
upon its execution of this Agreement.
26. No Third Partv Beneficiary Riahts
This Agreement is entered into for the sole benefit of Borrower and City
and, subject to the provisions of Sections 9, 10 and 20, no other parties are intended to
be direct or incidental beneficiaries of this Agreement and no third party shall have any
right in, under or to this Agreement.
;�%�.�,;, t r
�`�orrower's Initials
P6402-0201\1�80467v4.doc Energy Program Loan Agreement- 13
City file No.
IN WITNESS WHEREOF, Borrower and City have entered into this
Agreement as of the date and year first above written.
Borrower: City:
VERIDIAN, LLC, a California limited liability CITY OF PALM DESERT,
company. a California municipal corporation
By: Dick Baxley
Its Manager
� By.
By: �
Dick Baxley Name: Robert Spiegal
By: Dick Baxley and Paula Baxley Living Title: Mayor
Trust UTD 6/23/99
Its: Member
By:
By: �
Dick Baxley, Trustee Name: Justin McCarthy
By: Horton a "ly T st at 6/5/07 Title: Acting City Manager
Its: Me b
By: By.
Mike Horton, stee
By: Charles Richard Shepardson and Mary Name: Patrick Conlon
K. Shepardson Revocable Trust dated Title: Director, Office of Energy Mgmt.
7/3/03
Its: Member
- ATTEST:
By:
Charles hepardson, Trustee
By: Melissa S. Layton Trust UTD 3/31/06 Rachelle D. Klassen, City Clerk
Its: Member
Date of Execution by Borrower:
BY=
Melissa Layton, Trustee , 20
P6402-0201\1080467v4.doc Energy Program Loan Agreemeni
STATE OF CALIFORNIA }ss.
COUNTY OF � .� �ie.. }
On � , before me, ��LL
a notary public, ersona y appeared ' j '
who proved to me on the basis of satis actory evidence to b 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 California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. s. H�u
CoI�M.tt 1812087
N �or�r nuuc.u�aaxe N
RnEeaaE Cou�n
� � Mr Coru.ExP.SEP.90,4012''
Signature
(This area for official notarial seal)
STATE OF CALIFORNIA }ss.
COUNTY OF }
On , before me,
a 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 California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(This area for official notarial seal)
P6402-020111080467v4.doc Energy Program Loan Agreement- 15
STATE OF CAUFORNIA }ss.
COUNTY OF w �.f�-- }
On � � , before me, �J L L ,
a notary public, persona y appeared
who proved to me on the basis of satisfactory evidence to e the person(s) whose
name(s) is/are subscribed to the within instn�ment 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 Califomia that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
,i..._..."..'------s. Hi«
� COMM.# 1812081
(� ►rolutr�c•cwroR►n� N
� Ah'Cow E��v,1�30�1012"�'
Signature
(This area for official notarial seal)
STATE OF CALIFORNIA }ss.
COUNTY OF� � }
On ���t ��' , before me, /!�l L ,
a notary public, personally appeared
who proved to me on the basis of satisfactory evidence to b the person(s)whose
name(s) is/are subscribed 4o the within instrument and acknowledged to me that
he/she/they executed the same in his/heNtheir 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 Califomia that
the foregoing paragraph is true and correct.
S. HfLL
WITNESS my hand and official seal. Ul ►a���8�u N
�
""cor�.em.s�.�o,201E"'
Signature
(This area for official notarial seal)
P6402-0201\1080467v4.doc Enerqy Program Loan Agreement-15
Form W'9 Request for Taxpayer Give form to the
(Rev.October2007) Identification Number and Certification requester. Do not
Oepartment ot the 7reasury send to the IRS.
Internal Revenue ServiCa
Name(as shoyvn on your income tax return)
N V 11k1�-E
d
aBusiness name,if diHerent fiom above
c
0
�d � Che ppropriate box: ❑ Individual/Sole proprietor ❑ Corporation ❑ Partnership
� Limited liability company.Enter the tax classification(D=disregarded entity,C=corporation,P=partnership)►.______ � Exempt
`0 2 ❑ Other(see iratructior�s) ► Payee
a � Address(number,street,and apt.or suite � Requester's name and address(optional)
� `� �— 9`L�`v5 ,��
�
�� it ,state,and ZIP code
� ' ' b c7
� list account number(s)here(opt nal)
Tax a er ldentification Number IN
Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Sociat security number �
backup withholding. For individuals,this is your social security number(SSN). However,for a resident
alien,sole proprietor,or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number(EIN). If you do not have a number,see How fo get a T/N on page 3. or
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose E pioyer iden fication number
number to enter. ; O�O�O �
Certification
Under penalties of perjury, i certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding, or(b)I have not been notified by the Internal
Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S.citizen or other U.S.person(defined below).
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement
arrangement(IRA),and generally, payments other than interest and dividends,you are not required to sign the CeRification,but you must
provide your correct TIN. See the instructions on page 4.
`Slgn Signature of �
Here U.S.person ► c�.J Date ► � �'�./
General Instructions Definition of a U.S. person. For federal tax purposes, you are
Section references are to the Intemal Revenue Code unless considered a U.S.person if you are:
otherwise noted. • An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
Purpose of Form organized in the United States or under the laws of the United
A person who is required to file an information return with the States,
IRS must obtain your correct taxpayer identification number(flNj � An estate(other than a foreign estate), or
to report, for example, income paid to you, real estate • A domestic trust(as defined in Regulations section
transactions, mortgage interest you paid, acquisition or 301.7701-7).
abandonment of secured property,cancellation of debt, or Special rules for par[nerships.Partnerships that conduct a
contributions you made to an IFiA. trade or business in the United States are generally required to
Use Form W-9 only if you are a U.S. person(including a
resident alien),to provide your correct TIN to the person Pay a withholding tax on any foreign pa�tners' share of i�come
requesting it(the requester)and, when applicable,to: from such business. Further, in certain cases where a Form W-9
has not been received,a partnership is required to presume that
1. Certify that the TIN you are giving is coRect(or you are a partner is a foreign person,and pay the withholding tax.
waiting for a number to be issued), Therefore, if you are a U.S. person that is a partner in a
2. Certify that you are not subject to backup withholding, or partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
3. Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership
exempt payee. If applicable,you are also certifying that as a income.
U.S. person,your allocable share of any pa�tnership income from The person who gives Form W-9 to the partnership for
a U.S. trade or business is not subject to the withholding tax on
foreign partners' share of effectively connected income. purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
Note. If a requester gives you a form other than Form W-9 to conducting a trade or business in the tlnited States is in the
request your TIN, you must use the requester's form it it is following cases:
substantially similar to this Form W-9. • The U.S. owner of a disregarded entity and not the entity,
Cat.No.10231X Form W-9 (Rev. 10-2007)
Creditor
T � DI T ` T
Applicant(s)
City of Palm Desert Veridian,LLC,a California limited liability company
Mailing Address Property Address
73-510 Fred Waring Drive 42635 Melanie Place
Palm Desert,California 92260-2578 Palm Desert,California 92211
ANNUAL PERCENTAGE
RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS
The cost of your credit as a The dollar amount the The amount of credit rovided
yearly rate. credk will cost ou. P The amount you will have paid
Y to you or on your behalf, after you have made all
payments as scheduled.
E 7.6056% E 5494,205.60 E 5522,092.00
E 51,016,287.60
ITEMIZATION: You have a right at this time to an ITEMIZATION OF AMOUNT FINANCED.
I/We� do 0 do not want an itemization.
YOUR PAYMENT SCHEDULE WILL BE:
NUMBER OF PAYMENTS *AMOUNT OF PAYMENTS
WHEN PAYMENTS ARE DUE
40 525,407.44 Payments Are Payable In The Same Manner And In The Same Installments As
The General Taxes Of The City On Real Property Are Payable.
'All amounts and payments are estimated based on the maximum loan amount. After the final disbursement of loan proceeds,a statement will be
provided showing principal and payment amounts.
SECURITY: The City will record a lien against the property at 42635 Melanie Place,Palm Desert,California 92211.
FILING/RECORDING FEES: $NONE
LATE CHARGES: Your payments will be collected in the same manner as your property taxes and will be subjed to the same penafties,procedure,
sale and lien priority in case of delinquency as applicable for property taxes.
PREPAYMENT: If you prepay this ban in full or in part,you
� W��� [�will not have to pay a penaRy.
� W��� Q will not be errtitled to a refund of part of the finance charge.
See your contrect documerrts for any addltional information rega�ding non-payment,default,reyulred repayment in full before scheduled
date,and prepayment refunds and penaltles.
E meana estlmate.
UWe hereby acknowledge reading and receiving a complete copy of this disclosure. UWe understand there is no commitment for the creditor to make
this loan d there is no obligation for me/us to accept this loan eliv or ' ing of this disGosure.
n ��
r' Si a4 re / Dat � `
Tr � � r's S ure Dat
As Trustee of e Trust
J �
rrower's Si n9�t a2e Borrower's Signature
As Trustee of the rust Date
RECORDING REQUESTED BY:
City of Palm Desert
PREPARED BY AND WHEN
RECORDED MAIL TO:
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn.: Benjamin Druyon
A.P.N: 634-260-030-4
File No:
CONSENT AGREEMENT
THIS AGREEMENT is rnade this 19th day of February, 2009,by and between VERIDIAN,
LLC, a California limited liability company("Owner") and SLTNRISE COMMLINITY BANK, a
California Corporation("Beneficiary"), and for the benefit of the CITY OF PALM DESERT, a
municipal corporation("Lender").
WITNESSETH
WHEREAS, Owner has executed a deed of trust dated July 16,2007,to Beneficiary, as trustee
and beneficiary thereunder, covering that certain real property described in Exhibit A attached
hereto("Property"), to secure a promissory note in the sum of$3;611,000.00, and recorded on
August 24, 2007 as Instrument No. 07-547006 in the Official Records of Riverside County
("Deed of Trust"); and
WHEREAS, Owner has executed, or is about to execute, a loan agreement with the Lender
("Loan Agreement")by which the Lender will malce a loan to the Owner in a principal amount
not to exceed$523,000("Loan")to finance the purchase and installation of a certain renewable
energy system on the Property in connection with the Lender's Energy Independence Program,
and such Loan will be payable with interest and upon the terms and conditions described in the
Loan Agreement; and
WHEREAS,pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and
Highways Code, the repayment by the Owner of the principal and interest on the Loan will be
paid by a statutory assessment levied against the Property(the"Assessment")notice of which
shall be recorded against the Property in the Official Records of Riverside County, and which
Assessment,together with the interest thereon and any penalties, shall constitute a lien(the
"Lien")on the Property, and which Assessment shall be collected in installments on the property
tax bill pertaining to the Property, and shall be subject to the same penalties,remedies and lien
priorities as for real property taxes in the event of non-payment by the Owner; and
P6401-0001\1115449v1.doc
WHEREAS, Lender is willing to make the Loan provided that the Beneficiary consents to the
Loan,the levy of the Assessment against the Property,the imposition of the Lien upon the
Property, and the recordation of the notice of Assessment in the Official Records of Riverside
County and acknowledges that the Lien shall be prior and superior to the lien or charge of the
Deed of Trust.
NOW, THEREFORE, in consideration of the mutua.l benefits accruing to the parties hereto and
other valuable consideration,the receipt and sufficiency of which consideration is hereby
acknowledged, and in order to induce Lender to make the Loan, it is hereby declazed, understood
and agreed as follows:
1) That the Lien shall unconditionally be and remain at all times a lien on the
Property prior and superior to the lien or charge af the Deed of Trust.
2) That Lender would not make the Loan without this Agreement.
Beneficiary declares, agrees and acknowledges that:
1. Beneficiary consents to and approves (a) all provisions of the Loan Agreement,
including but not limited to those pertaining to the disbursement of the proceeds of the Loan, and
the Owner's execution of the Loan Agreement, and(b)the levy of the Assessment against the
Property, the imposition of the Lien upon the Property and the recordation of the notice of
Assessment in the Official Records of Riverside County with the effect as to its nature and
priority hereinabove described,and Beneficiary hereby confirms that the Owner's execution of
the Loan Agreement will not constitute a default under the Deed of Trust.
2. Lender in making disbursements pursuant to the Loan Agreement is under no
obligation or duty to Beneficiary, and Lender shall have no responsibility to see to the
application of the proceeds of the Loan by the Owner,or to such other person or persons to
whom Lender disburses such proceeds. .
3. Beneficiary understands that in reliance upon, and in consideration of,this
consent, approval and confirmation, the Loan will be made by the Lender to the Owner and,as
part and parcel thereof, specific monetary and other obligations are being and will be entered into
which would not be made or entered into by the Lender or Owner but for and in reliance upon
this consent, approval and confirmation by Beneficiazy.
The Beneficiary and Owner agree that:
A. This Agreement shall be binding on and inure to the benefit of the legal
representatives, heirs, successors and assigns of the parties hereto.
B. This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
C. This Agreement may be signed by different parties hereto in counterparts with the
same effect as if the signatures to each counterpart were upon a single instrument,and all
counterparts shall be deemed an original of this Agreement.
2
P6401-000111115449v1.doc
D. Each of the parties hereto shall, whenever and as often as they reasonably shall be
requested to do so by the other party, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such further instruments and documents as may be
reasonably necessary to carry out the intent and purpose of this Agreement,and to do any and all
further acts reasonably necessary to carry out the intent and purpose of this Agreement.
E. In the event any legal action is commenced by any party hereto concerning this
Agreement or the rights and duties hereunder of any party hereto, whether such action be an
action for damages, or for equitable or declaratory relief,the prevailing party in such litigation
shall be entitled to, in addition to all other relief as may be granted by the court, reasonable sums
as and for attorneys' fees in an amount to be set by the court.
F. Each person or entity executing this Agreement on behalf of a party hereto
represents and warrants that such person or entity is duly and validly authorized to do so on
behalf of such party with full right and authority to execute this Agreement and to bind such
party with respect to all of its obligations hereunder.
P6401-0�01\1115449v1.doc 3
BENEFICIARY: SUNRISE COM ITY BANK
Ey:
/�
Name: Daniel T. Grenci
Title Executive V'ce President
By:
Name: Stu Bai
Title President
OWNER: VERIDIAN, LLC,
a California limited liability company
By: Dick Baxley
Its Manager
By:
Dick Baxley
By: Dick Baxley and Paula Baxley Living Trust
UDT 06/23/99
Its: Member
By:
Dick Baxley, Trustee
By: Horton Family Trust Dated 6/5/07
Its: Member
By;
Mike Horton, Trustee
4
P6401-000111 115449v 1.doc
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT,
THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO
STATE OF California ) SS
COIJNTY OF Riverside)
On February 19,2009, before me,William L. Few, a notary public,personally appeared
Stu Bailev and Daniel T. Grenci who proved to me on the basis of satisfactory evidence to be
the person(s) whose name(s)�S/are subscribed to the within instrument and acknowledged to me
that 1�/s1yC/they executed the same in�s/l�r/their authorized capacity(ies), and that by
hi�/hef/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 California that the
foregoing paragraph is true and correct.
WtTNESS my hand and official seal.
Signature W�,a.•---
My Commission Expires: ��.c.��.c�- � Z��2
This area for official notarial seal.
� ���i�on•1/28000
NM�ry PMWie-CaN�t
Rlwrsid�Countfr
�on�m.Ex Ir�e O�c T 2 1�
5
P6401-0001\I 115449v 1:doc
STATE OF ) SS
COUNTY OF )
On ,before me, , a
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 PERJL7RY under the laws of the State of California that the
foregoing pazagraph is true and correct.
WITNESS my hand and official seal.
Signature
My Commission Expires:
This area for official notarial seal.
STATE OF ) SS
COUNTY OF_ )
On , before me, , a
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 California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
My Commission Expires:
This area for official notarial seal.
6
P6401-0001\1115449v1.doc
STATE OF ) SS
COUNTY OF )
On , before me, , a
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 California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
My Commission Expires:
This area for official notarial seal.
STATE OF ) SS
COUNTY OF )
On , before me, , a
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 PERJiJRY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
My Commission Expires:
This area for official notarial seal.
7
P6401-0001\1 l 15449v l.doc
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY 1N THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL 2 AS SHOWN ON CERTIFICATE OF PARCEL MERGER NO. 473,AS
EVIDENCED BY DOCUMENT RECORDED SEPTEMBER 13, 1988 AS INSTRUMENT NO.
88-263915 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PARCELS 21 AND 22 OF PARCEL MAP 21898,AS SHOWN BY MAP ON FILE IN BOOK
149 PAGES 58 AND 59 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF LOT 21; THENCE NORTH 0°14'29"
WEST 252.15 FEET TO THE NORTHWEST CORNER OF LOT 22;THENCE NORTH
89°45'21" EAST 200.00 FEET TO THE NORTHEAST CORNER OF LOT 22; THENCE
SOUTH 0°14'39"EAST 227.21 FEET; THENCE SOUTH 44°45'S4" WET 35.36 FEET;
THENCE SOUTH 89°46'S4" WEST 174.39 FEET TO THE POINT OF BEGINNING.
P6401-0001\1115449v1.doc
C9
UNTREK
�a�s�E�►co�,�y
HSA Design Group� Yeridian LLC
Solar Energy Project
Palm Desert Energy Independence Program
Installation Highlights:
*Photovoltaic Svstem
336 solar panels�each rated at 180 DC Watts=60.5 kW System
Each solar panel measures+/- 3' x 5'
Each solar panel weighs+/-35 pounds
Warranty=25 years
Life expectancy=60+years
Productivity warranty=90% at 12 years
80% at 25 years
Inverter system=two 30 kW with 10 year warranty
*Solar Structures
Two structures�one is 116' x 18' and one is 160' x 36'
Incidental benefit�will provided shaded parking for 30 cars
Engineered systems exceed industry and local building codes
Sub contractor has over 30 years of experience
*Anticivated Productivitv & Environmental Benefits
Photovoltaic system should generate 90,745 kWh per year
Should reduce COZ emissions by 1,756 tons over 25 years
Environmental equivalent of:
S,715,392 miles NOT driven
30.1 acres of trees planted
�
UNTREK
Your So1ar Energy Gampany
HSA Design Group� Veridian LLC
Solar Energy Project
Palm Desert Energy Independence Program
Installation Highlights:
*Photovoltaic Svstem
336 solar panels�each rated at 180 DC Watts=60.5 kW System
Each solar panel measures+/- 3' x 5'
Each solar panel weighs+/-35 pounds
Warranty=25 years
Life ezpectancy=60+years
Productivity warranty=90% at 12 years
80% at 25 years
Inverter system=two 30 kW with 10 year warranty
*Solar Structures
Two structures�one is 116' x 18' and one is 160' x 36'
Incidental benefit�witl provided shaded parking for 30 cars
Engineered systems exceed industry and local building codes
Sub contractor 6as over 30 years of experience
*Anticiaated Productivitv & Environmental Benefits
Photovoltaic system should generate 90,745 kWh per year
Should reduce COZ emissions by 1,756 tons over 25 years
Environmental equivalent of:
5,715,392 miles NOT driven
30.1 acres of trees planted
�
FY � N�N� Qw z
4 � Z��� °� df10�IJ NJIS�a aSH a � �
Z � Y�W� � o� � � � �� _ �n
�;�'� � �_�� 2g0 � i-
� � Z,�,� acn
�
�
� _� o
0
�
g �
�
�
N
4 '�
J
7
�
�
�
O R
J
V �
Z
Z Q
� a
J
�
m �
Q a
http://www3.bajacarports.cvm/app/viewpic.aspx?id=IMG_0095
s �� �
�.�.
Structures I Articles about Baia l Back to Baia's Homena P
Braced single post back 1/3 with thin film PV panels
r� � ,
°�_� ,.
}�F . r(�.. _ v�
a`?''v "'�d m:�.� P +�`�%4'
, .,
. .r
�,:;,
• '� ' s .�., , .... _.. .r.� ' . , 5
.;�.' '�....J" _ .. _. . . � :. �'.,�.
.. . � � � � . .. � i-:.. ;.,i�.}.' .,.' . ' , ,.1
."�: .A�:.;�� � . ..:. . . �..�. . .., . . , �
y�
Baja Construction Co. Inc
223 Foster Street, Martinez, CA
Phone: 1-800-366-9600
lofl
1/30/09 4:54 PM
http://www3.bajacarports.com/app/viewpic.aspx?id=IMG_0001
i Jw ,�
�..�.���.
Structures I Articles_ abo�_�gaia�Back to Baia's Homeoaee
Full Cantilever Solar Carport with Pv Panels
� '� �`"4
N �:r ;te
Y,�_ �
�' �. �f � ,��'t �';1�q,
� " r
�r��Arrwr�';� . `
.
��ti
,.�..� h
se
=� ,_.e:„� _
��
r
,� �.'� �
s� .a�;.,,
, '.,�
;r - :��:
�
�" 1� r,a�.,�.
�� � �� �
"�,
,. ,:{�:
2� �
— 'Y�'.Yqr.
�V �ti� ii
V�, ��W��II
. . . � . r . ��� � :iff I���^I11
9 �e` �� �;'
�' �
Baja Construction Co.Inc
223 Foster Street, Martinez, CA
Phone: 1-800-366-9600
lofl
1/30/09 4:54 PM
http://www3.bajacarports.com/app/viewpic.aspx?id=IMG_0096
s ��
��.
Structures I Articles_abo��g�;a�gack to Baia's Homena P
Braced single post back 1/3 with thin film PV panels
�� �
�k `_� < �e�':.`
Baja Construction Co,Inc
223 Foster Street, Martinez, CA
Phone: 1-800-366-9600
lofl
1/30/09 4:55 PM
http://www3.bajacarports.com/app/viewpic.aspx?id=IMG_0432
i Jw �.
.�.��..�.
Structures I Anicles about Baia l Back to Baia's Homeoa P
Full cantilever T with 10 degree slope,corugated roof with crystaline PVi cells
"_��
�
�, �.,� t k
'_ 1.
`� 'r�►.►.
��;,�
'€_ _.
a' f95
�.• � � , , �:` � :
r
, . . .. .,..-�
�
.,� +.��` � � . � . " ,.� �'�"�� .
.... . . . �� . .. . k•'. .
. ... . . ...........:..�... � .�
Baja Construction Co.Inc
223 Foster Street, Martinez, CA
Phone: 1-800-366-9600
1 of 1
1/30/09 4:56 PM
http://www3.bajacarports.com/app/viewpic.aspx?id=IMG_0114
i J� �.�.�...�.
Structu�s I Articles about Baia l Back to Baia's HomeDa¢e
Braced single post back 1/3 with thio film PV panels with hookup
v 7� MF
'}A1 � �".+-.1 .�.-q , �'" l; - �.
g t`k'�'{4� . . .
.P *}�:�` �_ .. ..
t�f�
Baja Construction Co.Inc
223 Foster Street, Martinez, CA
Phone: 1-800-366-9600
1 of 1 1/30/09 4:5? PM
�
SUN
TREK
Your Solar Energy Company
HSA Design Group� Veridia�LLC
60.S kW Solar E�ergy Project
Palm Desert Energy Independence Program
List of Materials and Costs
Comuonent uanti Cost
180 Watt Solar Modules 336 $274,083
Inverters 2 $ 45,680
Mounting System
& Electrical Devices Miscellaneous $ 22,840
Design, Engineering
Labor & Overhead 114 202
Total � $456,805
"Providing solar energy solutions is not just our Business, it's our Passion!"
Mov 26 Q8 11:08a ' p�L
Baja Construction Co. Inc.
Specialist in Pre-Fabricated Stee] Construction
Corpo�ate Q„879ce:3ox 3080—223 Foster Sh�eet,Mmtinez�CA 94553(800)366-9600 Fax:(925)2Z9-0161 License Na.413390
phom/x p,f�cr Fo�tana D�?ce Las i�egcs Off7ce
(602)392-1163 (909)822-7678 (702)643-0060
Fax:(60Qj39�-1164 Fnx:(9D4)822-3030 . Fax:(702)643-4669
License No.ROC260d i? License No.41239� Licanse No.0032757
CARPORT FROP03AL #5686
� R�vieioa #1
DATE:November 26,2008 SHIP TO:
PREPARED FOR:Dave Mourhaus NAME:HSA Design Group .
NA1ViE:Sunmk ADDRESS:
ADDRE3S:42970 Tennessee Ave. CTTY:Palm Desert 3TA7'E:CA
CTI'1':Palm Desert STATE:CA 9221 L PH�1�TE: `
� PHONE:760-641-9778 Fax:760-4b9-85Z7 "
�ns rxoeosu.cov�s aa,�srxvc�vx�s
D�.sc�°n�o�c'^n,°r��pa�nnc�. Suqnlied&Installed
563,�87.00 Subtotal Price
Z'he Baja Proposai descn'bes a smicmre that has been Permiu Are Not lncluded
��a1ue er�inoered For best-cost e$ecti�eness. Wbile Sales Tax Included
meeting the appeerence end functian naeda of the ��gp�,pp g�l Cantiler•er
projecc k ts not speciScally par plans end specs. SU,180.00 T-PosE
FREIGHT—ie pneyaid and�llowed to poinq In Conticmta!U.S.rI
Unkes shipped u9d�sttuowrG,comy�ncn►pens u�d acwsor;es arc Thts is a Noa-PrevailinQ watte rat�arlce.
FOB,tvanumcnuins�uxwhh ao tlri�hc e�bwe»ce. Tl�is eontraet amount is eontlnQeni on the malerial be[nQ releaaed.
wtwn ta,or dame�by ovrier is vuibte,inout aa nonaoa of mia p�om ou�sooDlier,for shtopinst b Mareh 31.2009,Ia order tor
tou or dmne�on�ieisht bill ar e�a�,roaipe by earr�r'a a�nt, the material to be relee�ed tor shiaaim�the followim¢information
PERi1QT8 • �rne �oeaser mus� .�,n,. rospoo,;b;li�y ror c�e must be nxetved by Ba1a on or boforf Mareh 3,2009: � �
aekction of siructuns tlue inll mat the buildin;wda md other Aaamved ptnn�,Pro-Lfea,sl�ed Jofnt cbecic a¢reement�cx�lor
rcquinmenn of his eroa end 1br securfag buifdin�pmnit end eost ia[ormatlon.In lieu of'the approved olana a"letter of release"
moroof. 5enac wiu s�moti aeocian a�awin� me enitn«rine wW be acceated.tf sll inforrostiow nouired above is not reeai�•ed
caleula�ions u turoi,hed oa�quau. by��3,2009 s cban¢e order witl be issaed bnsed on the
current market price of uatariaL
Submitredby: [ � • 1�'i Albw two waeks to prware plans.
r�x v��, �-
xegional salas ManaYer PAYMENT TERMS '�s �oeos�v. sa+r.,�.
Licenu No: 412390 REMAINi OPEIQ FOR 'CMR'fY
39 Spaeea and kr� D 1'Y8 FROM DAl'E ABOVE_
1/S Down w3�h sxaprmoe ofproposal SUB�IECf '!'0 AV4ILABII,ITY
DRAWAiGS, SP6C1fICATlONS ANO O'11�R DOCUIu�iMTS, 113 Du�c upon delivery of m�ariila OF bL�TERIALS
INCLUDIN(�'fHOSE!N SI.SCIRONIC FORM,PREPARfiD BY Selmce due upoe eompledon
• HA]A CONSTRUCT]ON ARE 1VSTRUMEA?5 OP 9ERVICE IN'CEAESf aCCRUES AT IHE
FOR USE SOLEY W[TH RSSPECT TO 7HL9 PROJECf.HAIA �p gpaaa ard over; RA7'E OF 1�i%PLR�10MR ON
CONS?'RUC310N SHALL$B DEEMED THE ALTTHORS AND ALL YAST DUfi 1NYO10E9.
OWNERS OF TKEIR RESPECTIV& II��STRUMENTS OF ��0���a��a of propcsel �x� � �N
SERVICB ATID SHALG REI'AIIV ALL COMMON LAW, �"due upoa dclivery of mataia]s CONiP1.Ei'[ON
STaTt1I'ORY AAID OTFIER RfiSERvEp RIflFiTS,II�iCLIJDINQ Belano�due upon c�npbtiaf
COPYRlGHIS.
THIS PROPOSAL IS SIJBJSCT T0: „
(a)All of thc urm and condittoa�eppenri�g in thia fam
• (b)Copfes of Apprndix 1(Des�xipdon,Specifleatians and Prioes of Strucwres)and Inrtallution and Dri11�nY Ralcase bcin�aaec6ed and madt part
hcreof. ' .
{c)Written acknowledgnenc by an uuthoriud signeoory of ttte seller az Martinez,Czlifomla.
(d)Ver(fcationofcred:treferenoes. CreditAppro��l LRITIAL
PAGE1 •
�
I �
Terms and Conditions
A. Contractor shall not be liabte for any delays resulting from any cause beyond Coniractor's reasonable control.
B. Unless different payment arrangcments have been made in advance,the entire balance is due on completion of the
'; installation.Delinquent bills will be subject to the legal maximum amount of interest.Errors in calculations are subject to
correction.
' C. Contractor reserves the right to reject any order.
D. The terms and conditions of this contract are the complete and exclusive statement of the terms of the agree�nent
between the two parties. No modification, amendment or waiver of any provisions of this contract shall be
effective unless in writing and signed by both parties.
' E. In any suit or proceedings arising out of or in connection with this coniract,the prevailing party shall be entitled
, to recover reasonable attorney's f'ces,eosts and expenses.
F. WARRANTIES:This contract is made and to be performed in the States of California or Nevada,and its validity,
interpretation and effect shall be govemed by the laws of the States of California or Nevada applicable to agreements
� made and wholly performed therein.
1. Contractor wazrants his lab�r and workmanship to be free from defects under normal,and proper use for a
i period of ten years from the date of installativn.
;
i 2. The only product warranties to Buyer are the warranties provided by the individual component manufac-
i turers.
i
; 3. Contractor's obligation with respect to the products ebvered by Contractor's warranty (as distinguisll�d
; from the products manufactured by and warranted separately by the solar equipment manufacturers)shall be
' limited to the repair, or, at Contractor's election, replacement of any product or part which is found to be
� defective. This warranty shall not apply to any product or part which has been removed,repaired,replaced,
f or altered by anyone other than Contractor,and shall not be in force if Buyer has not made full payment of the
� installation price.
I
i 4. Contractor shall not be liablE for any consequential or incidental damages,qr:or any inconvenience,loss of
� time,.or incidental expenses arising from the use or failure af any of the products covered by this contract or
installation thereof.
� 5. No officer,employee or other representative of Contractor is authorized to make any separate representation
1 or warranty or assume any liability on behalf of Contractor in connection with this order,the products cov-
ered by this contract,or their performance, application,or installation.
� G. "Under the Mechanics'Lien Law,any contractor,subcontractor,laborer,supplier or any other person who helps
i improve your property but is not paid for his work or supplies, has a right to enforce a claim against your
� property.This means that after a court heazing,your property could be sold by a court officer and the proceeds
of the sale used to satisfy the indebtedness.This can happen even if you have paid your own contractor in full,if
� the subcontractor,laborer,or supplier remains unpaid."
H. All Labor andlor expenses incuned because of unusual or unanticipated conditions which could not reasonably be
foreseen by Contractor shall be chazged as extra work.
� I. All pemuts,homeownerassociation approvals,applications,etc.,are the responsibility ofthe BuyerBuilder.
�
I
I Contractors are required by law to be licensed and are rebulated by the Contractor's State License Board.Any questions concern-
� ing a conuactor may be referred to the registrar of the board whose address is:California—9835 Goethe Road,Sacramento.
J Califomia 95826;Nevada—70 Linden Street,Reno,N V 89502.
�
Hov 26 08 11:OBa p.3
GENERAL SPECIFICATIONS
The eeonomy of Baja eazpores,canopies and walkway covers is the rosult of simple desi�n,pro-fabrieation and mass production.
Framin�consists of round or square coluau�s and cold-formed chanuels thac are bohedlteked together in the ficld wtithout
ad8idanal fiabriaasioe�ar fiold wolding.
Colmm�9 are imbeddod in concrete footings fior most oconomic insiallntion,optioaal:columns�+ith basa plates for securiry with
anchor bolts.
RooIIng ia secured with self-tappl»�scxews(combination metal and neoprene washer insured wacer tighmoss J Structures up to
40'deep use su►gle roof nuining from frout to roar,so end laps are eliminated.
DrainaQa roof slope to fronc or rear,es desired Guttar is optional.
Attaehina�B�a Strueture to an eniating stracture:Parts necessary for the attaclur,ent of a Baja shucture to enother structuco
can be fwnishcd;likewise,para of�ing a Bqja Stturhue inw an existing struchue can be fumished,but,neither Ba,ja nor its
subeoausetor is respo:�ible for tha stvctural strength or weether tighlness at any poinc wt►are Baie Structure is attached to o;
flashed jnto siwther scuccure.
Trim:Choice of decorative metal trim with baked pgint finish.Paint fmish is oaly oa e�.�paaed(outaIde)side of inetal uim,tba
backside af the uim has a whits base coat of palnt
Deslgn Standarcfs:
AU tigbt gauge cold-formrd structm'al penels azo designed in.accordance with the speeifications for the design af"Light Geuge
Cold•Framed Suuctuml Mombers"as published by the Americea Iron and Steel Institute.
Atl strucaual steel sectians and wclded plata members are dasignad in accordancx with the Americsn Iron and Steel Institute
spai9cutiona for ffie desiQn,fnbrication and�ecflon of steel buildin�s.
, Wtad Load:Stnachares are des{$ued Porhorizonta!wind load up w 25 psf.
Roof Load:Structutes are desi�cd fiorthe following laads:
MODEL ROOF LIVE LOAD MODEL ROOF LNE LOAD
DP 10 PSF SP 1 U PSF
DP ZO 3P ZO
DP ZS SP Z5
DP 30 SP 30
DP 40 SP 40
Roofing:Bqja deep-rib panals are eold•foraxd from hi•tin�ile zincalumo steal with a m.'viirnum yield poinc af 8D,000/50;000 or
33,000 psi steel of aquivalent seaion propartias.Zincalume pane}s are fiunist�ed eitha unpeinud or with f�ctory appliedbakecl paint
fw�ah on one sid,e and a white protecdve ouat on the reverse side_Bak�finishes other than white are also a�a�laUle for either or both
sides.
' Zincalume Caatin�: on roof penels ara warranted for 20 yoars. Warreated c�eting meets Federal specificarlon QQQ-773-C or
ASTMA A-123. On cohtmns it is 1.00 ounce pet sq.R min6mum average.Zincal�m�is a zinc alumm�n atloy coat'u�which,when
applied to steel, provides iwice tha service Ilfa of traditional�alvanizfld costin�s. Zincatume is a 459� zina Si% aluminum alloy
applied by a continuoua hot dip coatin�procese.It offers tha strength of steel and t!x corrosion rosistanee of alwninum.
Fremie�Members ara rnanufactnred fivm galvanized black or prime hi-tensile sceal with a minimum yield poiat of 50,000;SO,OOQ or
33,000 ps!steel equivaknt secdon propecties.
Tabular Colnmos:with w�ll t}nclmess of 0.075"or�rtater aro gatvanized black ot prime painted high stren�th steel coafoiati�tg to
ASTMA A-500-A.Columns are availsbla in rect�o�le onky.
� Hardwara&AcceseorSe�Gslvanized or chromate-dipped hardware flsmished with 1%excess.. '
Note:due to continuous product improvament,B�js anay mal:e chanaes in speciScations without notice.
INITIAL
Pr1GE 2
� Nav 26 08 11 :09a p.4
Baja Construction Co. Inc.
ApPENDIX 1—Page 3
DESCRiPTION AND PRICES OF STRUCTLTRLS
jGeneral SPfci9cedonr:se buk side for�pecilfnNam�iocladln6 rcalaad wind losd+for whiah Bqje Arenginesred ticuaons nn dai�nad�
Proposal for. HSA Desi�n Group Date: November 26,2008
STTE: If�rade vnrleaoe is not more than 6"aaoss overall widtFi or depth,sia is ron.aidaed leNeL Price(si assume installetion on levcl�ite unlCss
odiawise noted. "If steErdoWns are roquirod�o iastaU carparts proparly.buyer will beat the extra costs fur meteriais and labor.
9PECiFICATIOYS:If�eeiiedims do not pp�to all swx�na,aempu�.e reuct br rnc�d'on tuppkml lo Appe�d�x 1.Opiiond ar eceessory ittms touSt t]i0 be llQed.
ROOF FiNISH ROOF TRIM
Color(Top) Prefinished Trim Style 1 5/8" Color: Baja 5tandard Color
(Botwm White if not 2iaealume) Loc�.tion: Ali Sides Colurnns: SEandard
' (Un1eS4 Othe[wiie notOd)
STRUCTURE .
End Fxts.rec�uired each Structura-None
All srandard srrzctural members shippcd:
0 Galvanized � Black X Prime Painied Step-Downs required-Noae
Painting of sb�ucturas: Caritileve�'ends required-As Below
0 By H�ja Const�iic6on Co X By others End&Back Walls-Vone
--Model•- —Live Load-• --Wiad Lo.ad— —Clear Hei�ht—
FCBB/FCT'BB Solar Support 2Q 85 EXP B 8'2"
O'VERALL SIZE BAYS CANTILEVERBAYS CAR
NO. SIZE WIDTS DEPTH Nn.&WIDTH No.&WmTIi 5pACE5
A 1 116' 18' SC�,20' Z�:8' -
B 1 10'x36' 160' 36 7;a7�0' 2(�a,10` -
* � SOIIS 2,000 paf �
TOTAL CAR SPACES: -
_pc ces in this pmposal are gaod for 30 days from tha data of this prop�sal for materials shipped
� prior to Mareh 31,2009.Materials shipped aft�'this date will.be subj ect to a price increase.
-B�ja Constru�tion Co.,Ine.is not Yasponsible far delays due to steel or concrete supply dislocauons.
-Piice includes drilling rvith a bobcat-mountsd euger.
-Rock&obstructiod d.rilling is exua st current mazket velue,per hour.
-Hand digging is extra at 350.00 pex hour,Per man.�650.OU for each spread foo#ing.
-Permits,elechical,painting,wood fascia4,and the removat of spoils fr�m the job s�ite are not inclnded.
.Vlateiial and construction,as per Baja Construction Co.,Inc.,staridard approved plans and calcula�ons.
-Prioi to production of matetials,B�j a Cor,sCtucpon must receive a capy of the City approved
site plan and Baya clrawings.
�n�
� PAGE3
i—
i
� Suntrek Industries Photovol�aic Sales Agreement
5 Holland#215 � Irvine, Ca. 92618 � (949)348-9276 • Lic. #859460
120 N.Paciflc,Unit&6�Sen Mercos,CA 92069 5040 Commemial Circle i1C�Concocd,CA 94520 I55 Euy St.�F�Simi Velley,CA 93065
Tel:(760)891-9092�Fax: (760)891-9094 Tei:(923)688-8975•Fax:(925)688-8984 Tel:(805)522-5102�Fax:(805)522-3602
39 N.Cluff Ave.#A�Ladi,CA 95240 6560 Spencer Street,MA]•105,Les Vegas,N V 89119
Td:(209)366-1962•Fax(209)366•2138 Tel:(702)362-3611•Fax:(702)362-3313•Lfc.N 70340•Bid limit 52,000,000
DATE 2 CUSTOMER I 1J�J'C TEL-HOME(�
ADD S Z � �e. a . WORK (�� 3Y�' IS�
CITY �"` �. STAT�_ZII' �- E-MAIL
SYSTEM DESIGN �
UTILITY COMPANY S�� CURRENT AVERAGE DAILY KWH USAGE�(�TOTAL SIZE OF SYSTEM DC�
MAKE 8c #OF MODULES�Lc L CO � C>U ��3�O_MAKE 8c #OF INVERTERS��7 � " #a
PERMITS PLAN CHECK H.O.A. CONTACT INFO l �'1 1 .Q, ,I
INSTALLATION SPECIFICATIONS
TYPE ROOF- �TII..T(DEQREES)i AZIMUTH(ORIENTATION DEGREES)
STORIES OF R00�1 3 SHADING FACTOR: NONE IMAL MEDIUM SEVERE ��% SOLAR ACCESS
MANUPACTURER OF BREAKER BOX AMP RATING OF BREAKER BOX #OF FREE SPACES IN BOX
REQUIRE SUB PANEL D�N oY DISTANCE FROM ARRAY TO METER: FT. CONDUIT RUN:o EXTERIOR ❑ATTIC o OTHER
/ `
TRENCHING�o N o Y(__F'17 CONCRETE CUTS=o N o Y L_F'I� RACKING: GROUND MOUNT • ROOF RAC
PRE-SITE COMPLETED BY�O�. �,��DJ�rT^
PROJECT DETAILS PAYMENT TERMS
' SOLAR MODULES � � � ' �
INVERTER S �
� EXTRAS � C �' � O
� ESTIMATED REBATE Q�� _ .
� ���[���AX�REDIT Z I � ��L '�" � J� � I
i `� .L S
The complete system described is$�_����_due according to urms.
SPECIAL INSTRUCTIONS � � a
1
� You the buyer may cancel this transaction at any time prior to the third business day of this transaction without penalry or forfeiture of fees.
� CUSTOMER SIGNA X DATE
NOTTCE:Your signatu fies your knowledge and understanding of the terms and conditions found on the reverso side of this page.
SUNTREK REPRESENTATNE: DATE
THIS QUOTATION IS FIRM DAYS.Make all checks payable to SUNTREK 1NDUSTRIES.