HomeMy WebLinkAboutRenewable Properties To Elizabeth Neville Page 1 of 10 2020-07-17 14'02 26 (GMT) 14153662952 From. Renewable Properties
Renewable Properties, LLQ A°' �,����Y�s�� " �"z""k,�
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655 Montgomery Street,Suite 1430
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San Francisco,CA 94111 .xtj
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****VIA FAX****
To: Elizabeth A. Neville
Southold Town Clerk
Office of the Town Clerk
Southold'i'own Fall
Fax:631.765.6145
From: Bill Love
Project Developer
bill@renewprop.com
M: 415.990.9411
Re: Proposal to Lease the Cutchogue Landfill Property
Number of Pages(including this one): 10
Dear Ms. Neville,
On the pages which follow please find the general terms, in the form of a Letter of Intent, of our offer to lease
the Cutchogue landfill property and some information about Renewable Properties. As you will quickly
.realize, we have not been able to conform our offer to the bid solicitation requirements. Repeated attempts
made by our office via phone and email over the past few days to find out the submission requirements all
failed. We are only in possession of the Legal Notice dated February 25, 2020 and Resolution 2020-375 with
the updated submission deadline of July 171" which was available on the Town's website. I believe the Town
has been experiencing significant IT issues specifically related to the Town Attorney's office, which we were
told by your office,as having the bid solicitation informarion.
Given that, it is our hope that if the terms of our offer are generally acceptable, we can be provided with the
specific bid requirements so we can submit additional information in the correct format. Thank you for your
consideration and understanding.
Sincerely,
r'
Bill Love
Project Developer
bill@renewprop.com
M:415.990.9411
To Elizabeth Neville Page 2 of 10 2020-07-17 14 02 26 (GMT) 14153662952 From. Renewable Properties
LETTER Olt INTENT TO LE-ASE DEAL ESTA` J--:-(1,01)
The purpose of this letter of intent ("Letter of Intent") is to set forth the basic terms and
conditions upon Which Town of Southold (`"Lessor") and Renewable Properties, LLC
("Lessee") have agreed to enter into an exclusive thirty (30) days negotiating period, for the
preparation of a final lease agreement (the "Lease") for the property described on Exhibit A
hereto (the "Property"). Other than the provisions of Paragraphs-which are expressly intended
by the parties hereto to be binding, this Letter of Intent is intended to bre a non-binding
ag,reetnent, and shall be superseded by execution and delivery of the Lease and Definitive
Agreements(as defined below),vuless earliet terminated.
L Good Faith Negotiation; Definitive Agreements., Promptly after the full �
execution of this Letter of Intent, the parties hereto shall enter into a thirty (30)days exclusive
negotiation period("Negotiation Period") with respect to (a) the preparation and execution of
,he Lease and, (b)any other document that may be appropriate or necessary in connection with
execution and delivery of the Lease (together, the "Definitive Agreements'), and (c) a Due
Diligence Investigation (defined below) by Lessee. The Lease and Definitive Agreements
shall contain representations, warranties, indemnities and covenants that are customary for
transactions of this kind. The parties hereto agree to cooperate full}% with each other and use
commercially reasonable and good faith efaorts to negotiate,execute and deliver the Lease and
the Deiinitive Agreements -,Aithin thirty (30) days after the full execution of this Letter of
Intent. The Lease and Definitive Agreements shall be drafted by counsel to Lessee.
2. Terms of Lease. The Lease will include the following terms and conditions:
(a) Lease. Lessor will lease the .Property to Lessee or its assignee for the purposes
of constructing, operating, repairing, replacing, accessing, and maintaining solar facilities,
energy storage equipment, tiansinission lines and all related appurtenances (the "Project").
(b) lent. Upon execution of the Definitive Agreements (the "Effective Date"),
during the Development period. (as hereinafter defined), Lessee will make a rent payment of
Five Thousand Dollars and N0l100 Dollars ($5,000.00) per year, payable yearly in advance.
During the Extended Term (defined below), Lessee iN411 snake a rent payment of Fight
Thousand Five Htmdred .Dollars ($8,500.00) per acre per year, payable quarterly in .advance.
Dw ing the Extended Tenn ofthe Lease;the rent amount shall escalate annually by 2%.
(e) Lease Period. The Lease will have an initial "Development period"
commencing on the Affective Datc and expiring on the twelve (12)inonths thereafter, as such
period may be extended by Lessee for an additional twelve (12)months upon written extension
notice by Lessee to Lessor given within the Development .Period. Lessee will have the option
to terminate the Lease at any time during the Development Period with thirty (30) days written
notice to Lessor. The Lease will have a twenty (20) year extended terns (the "Extended
Term") commencing upon the earlier of(i) the date the ]Project begins commercial operation
or (ii) the expiration of the Development Period. The Lessee will have the right to three (3)
extension options, each for a period of five (5)years (each a "Renewal Term"), which it may
exercise in its sole discretion.
92302953.4 0065374-00001
To- Elizabeth Neville Page 3 of 10 2020-07-17 14:02 26(GMT) 14153662952 From. Renewable Properties
Letter of Intent for Lease
July 17,2020
Page.2 of 5
(d) Due Diligence Investigation. During the Negotiation Period and the
Development Period, Lessor shall provide Lessee and its employees, agents, representatives
and contractors full and complete access to the Property, and all records, surveys, reports,
documents and information pertaining to the Property that is in the possession or control of
Lessor (collectively, "Property Information") so that Lessee may conduct a due diligence
investigation of the Property ('Due Dniigence Investigation"). During the Negotiation Period
and the Development Period.,Lessee shall identify all acreage to be leased during the Extruded
Term. Only acreage identified as solar viable and elected by the Lessee to be leased shall be
covered under the Extended Term.
(e) Condition of Title. Lessee will obtain, at its own expense, a preliminary report
of the condition of title to the Property (the "'Title Report"), as well as copies of each
document underlying any exceptions set forth hi said report (each exception, an
"`Encumbrance"), from a title company of Lessee's choosing. If Lessee determines that the
existence, use, operation, implementation or exercise of any Encumbrance could delay,
interfere with, impair or prevent Lessee's development, operation or financing of the Prqject,
Lessee will notifv Lessor of such issue and Lessor shall seek to obtain a release, subordination-
non-disturbance agreement, consent or other agreement (in a form and containing provisions
reasonably acceptable to Lessee) (together the "Cure Document") from the holder of such
t;ncumbrance that will eliminate such issue for the benefit of Lessee. If I_,essor is unable to
deliver the Cure Document on or before the expiration of the Development Period,at Lessee's
option and upon written notice to Lessor on or before the expiration of the Development
Period, the Development Period will be extended thirty (30) days for the purpose of Lessor
obtaining a Cure Document and delivering the Cure Document to Lessee.
(f) Cooperatioga. During the Negotiation Period and Development period and
thereafter, Lcssor will cooperate hl good faith. with Lessee, and otherwise provide reasonable
assistance, in obtaining all governmental approvals necessary or desirable for development of
the Project. In connection with the foregoing, Lessee shall reimburse Lessor for all
governmental fees and expenses for permits and licenses incurred by Lessor within thirty (30)
clays after vNritten demand therefor.
(g) Right to Lease. Lessor represents and warrants to Lessee that it has the legal
authority and power to enter into this Letter of Intent and the conternplated Lease and
Definitive Agreements and that such actions have been duly authorized by all action necessary
on the part of Lessor. The Lease and Definitive Agreements shall contain similar
representations and warranties.
(h) Assigntmrrt. Lessee will rot have the right to assign any of its rights, duties or
obligations under the Lease without the prior consent of Lessor, which consent will not be
unreasonably withheld; conditioned or delayed. Notwithstanding the foregoing, Lessee wilt
have the right, without consent from Lessor, assign any of its rights, duties or obligations under
the Lease: (i) to a financing party, (ii) to one or more of its affiliates of equal or greater
creditworthiness as Lessee, (iii) to one or more third parties in connection with a collateral
assignment of rights, mortgage, fledge or otherwise, (iv) to any person or entity succeeding to
92302953 4 0065374-00001
To Elizabeth Neville Page 4 of 10 2020-07-17 14 02 26(GMT) 14153662952 From- Renewable Properties
Letter of Intent for Lease
July 17,2020
Page 3 of 5
all or substantially all of the stock or assets of Lessee, or (v) to a successor entity ht a merger
or acquisition transaction.
(i) 7-v€entorandum of Lease. Upon execution of the Lease, the parties will execute,
acknowledge, deliver and record a Men3,oranduni of Lease with respect to the Lease, upon
execution of the Lease.
0) Grant of Securijay Interest. Lessee will be permitted to grant one or more
security interests in the Lease and the improvements and equipment thereon to financing
parties and others for purposes of obtaining financing, and the Lease shall contain such
provisions protecting the financing parties as are customarily required by lenders providing
financing secured by such types of assets.
(k) Taxes. Lessee will be responsible for personal property taxes and any and all
franchise fees or similar fees assessed against it due to its ownership of the Project. Lessor
shall be responsible for real property taxes and any taxes payable by or assessed against Lessor
based on or related to Lessor's overall income or revenues.
3. Legal. Counsel and Ilinanchd Advice. Prior to fully executing and delivering
this Letter of Intent, each party has'had the opportunity to consult with its legal counsel and
financial advisQ s in connection with this Letter or Intent. All parties shall be responsible for
their own costs and expenses,including;costs of legal counsel,in connection with this Letter of
Intent.
�.. Termination. Except as otherwise agreed to in writing by the parties, if a
Lease is not entered into between the parties on or before the expiration of the Negotiation
Period,this Letter of Intent v�i11 have,no further force and effect. except for Paragraphs 3 and G
which will survive any expiration or termination, and neither party will have any further
obligations hereunder other than liability for a breach of the binding provisions noted above.
5. Miscellaneous. if any legal action or other proceeding is commenced to
enforce or interpret any provision of this Letter of Intern, the prevailing party shall be entitled
to an award of its actual expenses, including (without limitation)reasonable attorney's fees and
disbursements. The phrase "prevailing party,; shall include a party wilo receives substantially
the relief desired, whether by settlement, dismissal, summary judgment, judgment or
otherwise.
This Letter of Intent contain the entire agreement between the parties in connection with the
subject matter hereof as of the date of this Letter of Intent and supersedes all prior agreements,
whether written or oral, between the parties hereto regarding the sande subject. This Letter of
.Intent may only be modified by subsequent written agreement signed by both parties. This
Letter of Intent shall be governed by and construed in accordance with the laws of the State of
California. This Letter of Intent may be executed in any number of counterparts; aU of which
together shall constitute one agreement.
The parties hereby agree to the forgoing,terms and conditions of this Lerter of Intent.
92302953.4 0065374-00001
To. Elizabeth Neville Page 5 of 10 2020-07-17 1402 26(GMT) 14153662952 From Renewable Properties
Letter of Intent for Lease
July 17,2020
Page 4 of 5
Renewable Properties,LLC
i3 LC91,4L �exv,�,
Name:Bili Love
Its: Project Developer
Toiam of Southold
By: Date:
Nance:
Its:
92702953 4 0065374-00002
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Renewable Properties, LLC
Bid Response to
Request for Proposai for the Leasing of the Cutchogue Landfill Property for the
Development,, Construction, Operation and Maintenance of Renewable Energy
Systems, Including Battery E ern, Storage and/or Solar Photovoltaic Systems
Issued by
Town of Southold
July 17, 2020
To Elizabeth Neville Page em1n 2020-0`17140226(sMT) 141e36629*2 From- Renewable Properties
PROPERTIES
About Renevvp���eNjrq
^ -
. .
Renewable Properties ("'RP") is o national developer, financier, and `
nwneryoperaturnfuti|ityso|a[enerQyandstorageprojects.Ledbyexpehenced '
renewable energy professionals, 8P xvnrky closely with communities,
ew-
dove|opers` {andovvners, uti(ities, andfinanda| inntitudons|ookingtoinvestin
solar anergy. Renewable Properties sets itself apart with the following ' `' ' '`''� �-'�- � �'`-'-
attributes:
+Oo Low Risk-our strong development experience results inhigh
certainty ofproject success '
Low CVst-iovxoverhead and efficient financing structure allows RPto
provide great lease rates tnlandlords. Ver "YOOM-0,
MaximumVa|ue-xxespedVibeinatrategicsitinQtomaximize '
locational and system value for our clients
Renewable Properties is one of the most experienced developers of sma 11 utility
solar pn�ects|nthe country.
Since its founding in 2017' Renewable Properties has been a national leader in delivering local utility scale solar projects
safely,on time,and on budget. RP is one of just a few firms solely focused on developing, permitting,financing, building,
and operating distribution system interconnected PV and battery systems ranging from l to 10 K8V0Ac Renewable
Properties specializes in developing in-territory solar and storage projects for Community Choice Aggregators and
Cooperative and Municipal utilities, which often require a greater degree of custom design features, community buy-in,
and extensive site,system, and community benefits.
With operating projects in California and Minnesota,RP brought nearly 6.5 MW of solar online in 2019.In 2020, RP plans
to enter nearly 22 K8VVnover 6 projects into construction. In addition to these assets, RP currently has over 250 K4VV of
utility scale solar projects ln the development pipeline across nine states. Equally important tothe firm's development
abilities is the extensive track record of the executive team,provided below. Please see the table below for a breakdown
nfRP's operational fleet and development pipeline.
Project N me Location utility Size(I(Wdc) Energy Produced(kwhs) PPA Start Date PPA End Date Term
American Canyon SDIar A i,CA r—marin Clean Energy 40M 7,676,262 9/10/2019 9/10/2044 25
Roberds Garden Faribault,MN XCEL 1300 1,807,537 9/18/2019 9/.18/2039 20
Clear Garden Waseca,IVIN XCEL 1300 1,805,2446 2Zq�20k!�, 9/6/2039 ZO
41
511veira Ranch Solar Novato,CA MarIn Clean Energy 3,soo 5,995,500 6/30/2020 6/30y'2040 20
Soscol Fe�rtsolar Napa,CA Marin Clean Energy 2,800 5,797,400 6/30/2020 6/30/2040 20
Lake Herman Solar Benicia,CA Marin Clean Energy 7,000 14,350,ODO 7/30/2020 7/3G/2040 20
White Horse SolarA Greenville,SC Duke EnergyCarolinas 2,800 S.,023,200 6/30/2020 6/30/2030 10
Utility references are available upon request
To Elizabeth Neville Page 9 of 10 2020-07-17 14 02 26(GMT) 14153662952 From Renewable Properties
PR OPERTIES
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Renewable Properties specializes in developing, financing, and owning and operating small-scale utility and commercial
solar energy projects throughout the United States. Led by experienced renewable energy professionals with broad
development and investment experience, we work closely with communities,developers,AHJs, landowners,utilities and
'financial institutions looking to invest in large solar energy systems. Thanks to our size, experience, network, and
understanding of market drivers, we can problem solve complex deals and arrive at unique win-win solutions for our
clients,associates,and project partners. Please see below for more information,on RP's executive and project teams.
.vFx,M-xn,..<r♦»,--v,s-is:a,r_.u+•.rs�'•„xn-:t,..n-�`.I i..•,u,....r,....a_t..nm.- ve,.�an�,,.ma.u,u.,.a.,�n.--,...��.au»e...-R,�_nu.+..w�v...t,_r--�„++,a.:.ns,v.�r��-v...w,.,a.w.vv��„s,Mwaemr.�+N•n.n,:ri•rn,-.,rxa.i.a,St.,,,n-._-...y -
r Aaron Hafimi:Founder and President. Aaron's respopsibjiities include driving strategy and growth for-the organization and project'I
partners. With over a decade of solar project developi-nent,and institutional real estateexperietice, he has.over 500 Ws of-direct a
development experience acrossrnultiplecransactionsandprojectsitesthroughoutthetl_S.,Hiswide-rangirtgexperienceIsWithallaspects {
,of development and construction including land and project acquisition,interconnection,permitting,power purchase agce_ements,and
5 construction contracts.Prior to-Founding Renewable Properties, Aaron worked as 4 Senior-Vice-President of Solar Development for
i -.Gardner.Capital and Borrego-Solar Systems,where be led theorigination acrd development,effo-rts of'tttilitysolpr,projects,
j..d.,,.._..-.n��,..,a •r. ,,. ,-ry.,,..,in„«a..„„_„_,..n.,.,,•.,. .......,..,.,..�.cv.,,,�..<r,..b-.... ............,r.r,,.,....,...,.. n,...,-i-,.,..,._�-.-f.v„•••r,..-n<«�.- «c_....,.n,,,o...«H;,,,.,,.n,,,,a:ny,a.,.<...,<�,,.,,w,......,.,...s
Allan Rislca:Vice President of Finance.As Vice,Presid.ent of Finance,Allan leads a team that sources and.Closes capital to finance.solar
'projects from-development through operation.Allan holds strong-relationships with a variety of banks,financial institutions;capital-x
x`providers and partners which RP can-leverage when finanping.projects.,Allan has been in the solar energy industry fbf seven,years and
has closed over$1.5 Billion of capital across 60¢M W,Prior to joining Renewable Properties,Allan spent three,ygArs as a'Directar on the r
- Projeet,Finance team at Cypress greek Renewables where he led project financings-on utility scale, community solar, and '
storaget
facilities.Previously,he,worked as•a,Senior Manager at SunEdison where lie financed utility scale and M solar facilities,for Sunlidison
2 and•Terraform, Allan started his.career working with structured products ,at Lehman.Brothers•and'Wrrill Lynch;Allan holds an
t undergraduate degree in finance from Virginia Tech and an MBA from the University of California,Ber;lceiey Haas School of Business,
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u.Brian von Moos:Chief Dekyelonment Officer. Brian is responsible for Renewable Properties'strategy,origination,and developriient,ofY
greenfield solar projects. Brian has been in the,solar energy industry for over 35 years and has-originated over 900 MWs bf reninvable
energy orojects.Prior to joining the team in 2019,he worked as VP of Origination for Coronal Energy where he managed sales and the 7
origination_of power purchase.agreements for large solar and battery storage projects.Prior to his time-at Coronal, Brian worked at f
Borrego Solar for 12 years holding several leadership positions including.VP of Utility Project-Development,where he gversaw the
j deveioprr ent'andoriginzitiop of small utility solar projects throughout-the Ul S. 1
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Stephanie Loucas: Vice Presiders* of 13evefa�nent. Stephanie-is responsible-for the development and execution of scilar,,projects
C throughout the United States.5he•oversees,permltting and consrruction,managemertt.Stephariie has been'in tbesolar•industry for over
five years and successfully developed and constructed over 450 MWs ofprojects.Priorto joining tfietgarn in 20X9,Steplianiew¢rked as•
a Development-Nlanager fczr Lightsource BP where she developed utility-scale solar projects in the vvest,aind Southeast regions:Before
k joining tightsqurce BP,she worked as a.Development Manager at RES Americas where she was the priniary splar developer-for utility- j
< scale projects across the western region,Ad ditionally;•sheworked orlthreeiargewind.projects'intheWest.Priortvjoining RES,Stephanie
r was y�)th Scatec Solar where she was part of the rjevetopment team that built the first utility-scale-solar project (104Mw)-fn Utah.
Sfephanfe will directly oversee all development.and construction activfties at the sites t
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To, Elizabeth Neville Page 10 of 10 2020-07-17 1402.26(GMT) 14153662952 From, Renewable Properties
jµt or£ inti 'kA-,�`�c'
PROPER T IES
Renewable Properties has the financial strength, utility development experience, and access to tax equity to execute on
this project. Currently,we plan to finance the project using a partnership flip tax equity structure and have a handful of
active tax equity partners that we are considering for this protect. In addition to the tax equity structure,we plan to use
construction and permanent project level debt
The Renewable Properties finance team is led by Allan Riska,a solar finance veteran responsible for closing$1.5 billion of
capital across 6Q0 MW of solar. The RP team holds deep relaiionships in the renewable energy finance community,
allowing RP to select the best financing solution for each project based on unique factors.
In 2018, Renewable Properties achieved a milestone in securing a $12.5M capital commitment with New Energy Capital
Partners, a leading renewable energy investor with a strong track record of successful investments.
RP will fund the development of the project through an existing$10M development capital facility. Construction of the
project will either be funded through the same capital facility or through a construction loan that will roll into a term loan
when the project achieves commercial operation,
The Renewable Properties team has successfully closed financing on other similar solar and storage projects and we are
confident in our ability to finance this portfolio.
Proje tw+ 'Iem;bipStructwre
The applicant for the project is Wildcat Renewables, LLC.The project-level Special Purpose Entities(SPEs) will be owned
by Wildcat Renewables, LLC. Renewable Properties Holdings, LLC is the sole owner and manager of Wildcat Renewables,
LLC. Renewable Properties, LLC is the sole owner and manager of Renewable Properties Holdings, LLC. Renewable
Properties, LLC is a limited liability company primarilyowned by Aaron Halimi and MMM Renewable LLC,a subsidiary of a
family operated investment company formed in 1994 with assets in excess of$1 billion.