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An ordinance approving a Solar Services Agreement between the Metropolitan Government of Nashville and Davidson County, acting by and through the Department of General Services, and Lightwave Sustainable Ventures, LLC for the design, construction, operation, management, and administration services related to photovoltaic solar facilities located at the Juvenile Justice Center building
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WHEREAS, renewable energy sources are inexhaustible, and free of climate-warming pollution that is harmful to human and environmental health; and,
WHEREAS, Metropolitan Code of Laws Section 2.32.080 sets forth renewable energy portfolio standards to power Metropolitan General Government operations, with the Metropolitan Government required to utilize 100% tier-one renewable energy sources by 2041, not less than 10% of which must be from solar; and,
WHEREAS, the Metropolitan Government of Nashville and Davidson County awarded three indefinite delivery/indefinite quantity (“IDIQ”) contracts, including Contract No. 6559760 to Lightwave Solar, LLC to finance, design, procure, install, own, lease, operate, and maintain solar photovoltaic installations on properties owned by the Metropolitan Government; and,
WHEREAS, pursuant to Contract No. 6559760, the Metropolitan Government, acting by and through the Department of General Services, selected Lightwave Solar, LLC to enter into a Solar Services Agreement for the design, construction, operation, management, and administration services related to the photovoltaic solar facility, (the “System”), located at the Juvenile Justice Center building on 1354 Brick Church Pike, Nashville TN 37207; and,
WHEREAS, Lightwave Solar, LLC entered into an Assignment and Assumption Agreement with Lightwave Sustainable Ventures, LLC related to Contract No. 6559760, approved by the Metropolitan Government; and,
WHERAS, in order to construct the System, pursuant to the Solar Services Agreement, the Metropolitan Government must agree to license a portion of the premises where the System will be located to Lightwave Sustainable Ventures, LLC; and,
WHEREAS, the term of the Solar Services Agreement is thirty (30) years, calculated from the date at which Lightwave Sustainable Ventures, LLC gives General Services written notice that the System is mechanically complete and capable of providing electric energy to the delivery point; and,
WHEREAS, Section 4.12.160 of the Metropolitan Code of Laws limits the term of contracts for supplies to sixty (60) months, unless otherwise authorized by the Metropolitan Council; and,
WHEREAS, it is to the benefit of the citizens of The Metropolitan Government of Nashville and Davidson County that this Solar Services Agreement be approved.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:
Section 1. That the Solar Services Agreement between the Metropolitan Government of Nashville and Davidson County, acting by and through the Department of General Services, and Lightwave Sustainable Ventures, LLC for the design, construction, operation, management, and administration services related to photovoltaic solar facilities located at the Juvenile Justice Center building, attached hereto and incorporated herein, is hereby approved, and the Metropolitan Mayor is authorized to execute the same.
Section 2. That the Director of Public Property Administration, or his designee, is authorized to execute the Memorandum of License, attached hereto as Exhibit 5 to the Solar Services Agreement, and incorporated herein, in the form attached hereto or in substantially similar form.
Section 3. That any amendments to this Solar Services Agreement shall be approved by resolution of the Metropolitan Council receiving twenty-one (21) affirmative votes.
Section 4. This Ordinance shall take effect from and after its passage, the welfare of the Metropolitan Government of Nashville and Davidson County requiring it.
Agenda Analysis
Analysis
This ordinance approves a solar services agreement between the Department of General Services and Lightwave Sustainable Venture, LLC (“Lightwave”), for the design, construction, operation, management, and administration services related to photovoltaic solar facilities (“the System”) located at the Nashville Youth Campus for Empowerment at 1354 Brick Church Pike.
The agreement is in furtherance of the Metropolitan Council’s approval of Ordinance No. BL2019-1600, now codified as Metropolitan Code of Laws Section 2.32.080. In part, the ordinance requires the Metropolitan Government (“Metro”) to utilize 35% tier-one renewable energy sources by 2025, 2.45% of which must be derived from solar sources, and to utilize 100% tier-one renewable energy by 2041, 10% of which must be from solar sources.
Metro previously approved three indefinite delivery/indefinite quantity (“IDIQ”) contracts, including Contract No. 6559760 to Lightwave Solar, LLC to finance, design, procure, install, own, lease, operate, and maintain solar photovoltaic installations on properties owned by the Metropolitan Government, including the property at 1354 Brick Church Pike.
The term of the agreement is for 30 years commencing on the date when Lightwave gives written notice to Metro that the System is mechanically complete and capable of providing electric energy. Lightwave will remain the owner of the System and will provide to Metro all of the electrical energy generated by the System during term of the agreement. Metro will be responsible for delivering any electric energy generated by the System that is in excess of the facility’s requirements to Nashville Electric Service.
Metro will make monthly payments to Lightwave in the amount of $7,899.45 throughout the term of the agreement. Metro can terminate the agreement for any reason with 30 days written notice and upon the payment of a termination fee. If Lightwave terminates the agreement early, Metro will be entitled to a termination payment consisting of the net present value of the expected cost of the electricity that is in excess of the monthly fee.
Metro cannot make alterations to the System that could adversely affect operation of the System without Lightwave’s consent. Metro can be “off line” up to 48 daylight hours per year without penalty. Being off line for more than 48 hours in a year will require Metro to reimburse Lightwave for lost environmental incentives or lost sales. Metro will have the option to purchase the System at fair market value at the end of the 10th, 20th, and 30th contract year.
Lightwave shall maintain property insurance on the System for its replacement cost, commercial general liability insurance with coverage of at least $1,000,000 per occurrence, and $2,000,000 in aggregate, automobile liability insurance with at least $1,000,000 coverage, employer’s liability insurance with at least $1,000,000 coverage, and worker's compensation insurance as required by law. Each party must also defend, indemnify, and hold harmless the other party to third party actions to the extent causes by the negligence or willful misconduct of the indemnifying party. Lightwave shall also indemnify Metro against any liabilities relating to any hazardous substances placed or spilled by Lightwave on the premises.
The agreement also provides for a site lease for a portion of the Nashville Youth Campus for Empowerment to Lightwave to construct the System.
Section 4.12.160 of the Metropolitan Code of Laws limits the term of contracts for supplies to sixty months, unless otherwise authorized by the Metropolitan Council. Future amendments to the agreement may be approved by a resolution of the Metropolitan Council receiving 21 affirmative votes.
Fiscal Note: Metropolitan General Services Department will receive a monthly fee in the amount of $7,889.45 for 30 years according to the terms of the Solar Services agreement with Lightwave Sustainable Ventures, LLC to design, construct, install, operate, manage and administer a photovoltaic solar facility located at Juvenile Justice Center building on 1354 Brick Church Pike.