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SUBSCRIPTION AGREEMENT
FOR A SOLAR *REWARDS COMMUNITY PROJECT
This Subscription Agreement (hereafter "Agreement ") for participation in an
approved Solar Rewards - Community Project of Northern States Power Company
(hereafter "the Utility ") is entered into by New Energy Equity LLC, a Maryland
limited liability company (hereafter "Operator") and City of Columbia Heights, a
retail electric utility customer of the Utility (hereinafter "Subscriber "), pursuant to
Minnesota Statutes 21613.1641 and Section 9 - Cogeneration and Small Power
Production of the Utility's Minnesota Electric Rate Book (hereinafter "the Tariff'),
each of which as may be amended or supplemented from time to time. Operator
and Subscriber may hereinafter be referred to individually as a Party or collectively
as the Parties.
Pursuant to the terms and conditions of this Agreement, and in consideration of
the mutual benefits provided herein to the Parties, the sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows:
RECITALS
A. Operator intends to construct, own and operate certain solar energy
facilities (hereinafter "the Project ") at the following location(s) (hereinafter "the
Site ") in the Utility's Minnesota service territory as outlined in Exhibit H:
B. Operator intends to apply for and seek approval for the Project to sell
electricity and energy attributes to the Utility under the terms and conditions of the
Utility's Solar *Rewards Community program as set forth in the Tariff.
C. The Project will be interconnected with the electrical grid and
Operator intends to sell all of its power production to the Utility pursuant to a
standard Solar *Rewards Community contract between Operator and Utility, a copy
of which will be provided to Subscriber and shall be attached to this Agreement as
Exhibit B (hereinafter "the Solar *Rewards Contract "). It is expressly understood by
the Parties herein that this Subscription Agreement is subject to the terms and
conditions of Exhibit B, and that Subscriber's benefits under this Agreement may
be further defined and possibly limited by the terms of Exhibit B, which terms and
conditions are fully incorporated herein as if set forth here in full, and which terms
may be from time to time amended or revised directly or as a result of statutory
and /or regulatory changes.
D. Subscriber represents and warrants that he /she is a qualifying retail
customer of Utility and desires to enter into this Subscription Agreement for the
purposes of receiving monetary benefits from the Project, including receiving
credits on Subscriber's monthly Utility bills (the "Bill Credits ") for Subscriber's Utility
PROPRIETARY AND CONFIDENTIAL
account ( "Utility Account ") in keeping with the Solar *Rewards Contract.
Subscriber's Utility account is located at the address and premise numbers as
included in Exhibit I.
E. Capitalized terms used in this Agreement shall have the meanings
set forth in Exhibit A or otherwise as specifically defined herein.
THE SUBSCRIPTION AGREEMENT
I. SUBSCRIPTION PURCHASE
1.1 Operator agrees to sell and Subscriber agrees to purchase a subscription
to the Project that is intended to entitle Subscriber to receive Bill Credits on a
monthly basis equivalent to Subscriber's Percentage Share, as defined as a
percentage of the monthly output of the Project's kilowatt DC -rated nameplate
capacity, pursuant to the terms of the Tariff and Solar *Rewards Contract and for
the term of this Agreement (the "Subscription "). The value of the Bill Credits shall
be calculated under the Tariff, as amended from time to time, which calculations
shall include the size of Subscriber's Percentage Share (defined below), the
Project's monthly energy production, and the values set forth in the Tariff for
Subscriber's applicable retail rate ( "ARR ") and any renewable energy credits
( "RECs ") or other energy attributes produced by the Project that are sold by
Operator to the Utility.
1.2 As consideration for this Subscription Agreement, Subscriber agrees to pay
Operator on a per kWh basis an amount equal to the product of the Subscriber's
Percentage Share of the monthly output from the Project (as and when the output
is produced and the Subscriber receives its corresponding Bill Credits) times the
Energy Price in effect at the time of delivery as set forth in Article IX. Subscriber's
Percentage Share is .5% of the monthly output of
the Project's capacity, which is estimated to equal 8,055 kWh annually.
II. TERM AND TERMINATION
2.1 The term of this Agreement shall begin on the "Effective Date," as
established by the date of the last signatory below, and shall expire on the same
date as the expiration of the Solar *Rewards Contract referred to above (the
"Term "), unless terminated sooner by one or both of the Parties.
2.2 If the Date of Commercial Operation has not occurred within two years of
the Effective Date, then either Party may terminate this Agreement, without liability,
upon providing notice to the other Party.
2.3 In addition, Operator may terminate this Agreement:
PROPRIETARY AND CONFIDENTIAL
a. Upon 60 days prior notice to Subscriber before the Date of
Commercial Operation based on one or more of the following events
or conditions existing with the Project:
i. Site conditions (including environmental or geotechnical
conditions or ecological concerns such as presence of
wildlife species) that could not have been reasonably
known as of the date of the Subscription Agreement and
that could reasonably be expected to materially increase
the cost of constructing the Project or adversely affect
the electricity production from the Project.
ii. A material adverse change in the rights of Operator to
construct the garden, or the financial prospects or viability
of the project, due to market conditions or cost of
equipment.
iii. The local utility does not approve the interconnection
agreement for the Project or provide an interconnection
upgrade cost that makes the Project financially viable.
iv. Permits, land preparation, easements, other liens or
encumbrances, or other Site restrictions that would
materially impair or prevent, or have a material adverse
effect on, the installation, operation, maintenance or
removal of the Project.
b. Upon notice to Subscriber, in the event that the Solar *Rewards
Contract is terminated for any reason other than as provided in Section
2.4(b) below; and
C. Upon thirty (30) days prior notice to Subscriber in the event of an
uncured Event of Default by Subscriber.
2.4 Subscriber may only terminate this Agreement, upon sixty (60) days prior
notice to Operator, if:
a. Operator fails to perform under this Agreement due to an event of
Force Majeure materially affecting Subscriber's Subscription which lasts
more than twelve (12) months; or
b. The Solar *Rewards Contract has been terminated due to a breach
by Operator or Utility and such termination has been approved by the
Minnesota Public Utilities Commission.
III. UTILITY AGREEMENT
3.1 Subject to the terms and conditions of the Solar *Rewards Contract,
Operator will sell 100 percent of the Project's energy production to Utility.
PROPRIETARY AND CONFIDENTIAL
3.2 The sale of energy to Utility shall begin on the Project's Date of Commercial
Operation under the Solar *Rewards Contract, which shall also correspond with the
date the Subscriber's Bill Credits begin to accrue, and shall continue for the term
of the Solar *Rewards Contract.
3.3 Operator shall have sole responsibility for resolving any disputes with Utility
regarding the amount of energy production from the Project, and shall also have
sole discretion over any such resolution.
3.4 Subscriber shall be solely responsible for resolving any disputes with Utility
regarding the rate applied to energy production and the amount of the Bill Credits
paid to Subscriber, as defined and governed by the Tariff. Any conflict between the
terms of this Agreement and the Tariff shall be resolved in favor of the Tariff.
IV. General Representations and Warranties
Each Party represents and warrants to the other Party:
4.1 If the Party is an entity, that it is duly organized, validly existing, and in good
standing in the jurisdiction of its organization and is qualified to do business in the
State of Minnesota. If the Party is an individual, that he /she is over the age of 18
and is otherwise competent to enter this agreement under the laws of the State of
Minnesota.
4.2 That the Party has full legal capacity to enter into and perform this
Agreement.
4.3 That the execution of this Agreement has been duly authorized and the
person executing this Agreement on behalf of the Party has full authority to bind
the Party.
4.4 To the best of its knowledge, there is no pending litigation, governmental
action, proceeding, investigation or other legal process affecting or involving the
Party's ability to carry out its obligations under this Agreement.
V. OPERATOR REPRESENTATIONS AND OBLIGATIONS
5.1 Operator represents and warrants that it shall design, construct, operate
and maintain the Project consistent with prudent industry standards, codes and
regulatory requirements and will use commercially reasonable efforts to maximize
the production from the Project over the term of this Agreement.
5.2 Installation, operation, repairs and maintenance of Project's solar
equipment shall be under the supervision of NABCEP certified professionals
PROPRIETARY AND CONFIDENTIAL
directly employed or working under the direction of Operator, and the Project's
interconnection with the electrical grid shall be undertaken by an electrical
contractor licensed in the State of Minnesota directly employed or working under
the direction of Operator.
5.3 a. Operator shall maintain the Project's equipment and interconnection with
the electrical grid consistent with industry standards and recommendations
from equipment manufacturers.
b. Operator shall develop a written plan for operation and maintenance
( "O &M ") of the Project, to be incorporated into this Agreement as Exhibit C,
and shall conduct operations and maintenance of the Project consistent with
such written plan.
5.4 a. Operator shall maintain or cause to be in effect insurance coverage for
liability and casualty losses associated with design, construction, operation
or maintenance of the Project with a company or companies licensed or
otherwise authorized to do business in Minnesota, as required by the Tariff.
5.5 Operator shall provide timely notice of any unscheduled disruption in
Project's energy production to Subscriber with an estimate of the duration of such
disruption and any loss of energy production.
5.6 For purposes of questions, comments, complaints or other information
regarding the Project, Subscriber may contact Operator as follows:
New Energy Equity LLC
2530 Riva Road
Suite 200
Annapolis, Maryland 21401
From time to time, Operator may designate another contact for the Project upon
notice to Subscriber.
VI. SUBSCRIBER REPRESENTATIONS AND OBLIGATIONS
6.1 Subscriber represents and warrants that it is a retail electrical customer of
the Utility on the account described in Recital D above, meeting all of the criteria
necessary for a subscriber to a Solar *Rewards Community project.
6.2 Subscriber represents and warrants the premises served by the Utility
Account(s) listed for its Subscription in Recital D are in the same county or an
adjacent county as the Project.
6.3 Subscriber represents and warrants that the size of its Subscription
PROPRIETARY AND CONFIDENTIAL
when combined with any distributed generation resources, including other
subscriptions under the Solar *Rewards Community program, serving Subscriber's
premises and associated with Subscriber's Utility Account(s) is not
greater than 120 percent of Subscriber's average total annual electrical
demand over the most recent 24 months for Subscriber's Utility Account(s).
Subscriber agrees not to install or procure any distributed generation
resources, including other subscriptions under the Solar *Rewards Community
program, serving Subscriber's premises and associated with Subscriber's Utility
Account that when combined with Subscriber's Subscription under this
Agreement, may generate energy exceeding 120% of the average annual
energy consumption over the prior 24 -month period for Subscriber's Utility
Account.
6.4 Subscriber agrees to provide such Utility Account information and usage
data as may be required by the Utility or Operator for purposes of verifying
Subscriber eligibility and providing Subscriber's Bill Credits. Subscriber agrees to
promptly notify Operator of any actual or anticipated changes to Subscriber's
usage data or factors that would materially impact Subscriber's eligibility for the
Subscription.
6.5 Subscriber agrees to execute Utility's Solar *Rewards Community
Subscriber Agency Agreement and Consent, which is attached hereto as Exhibit
D.
6.6 Subscriber hereby acknowledges that Utility may share some of
Subscriber's data solely for purposes of administering the Solar *Rewards
Community program, in accordance with the Utility Data Privacy Policy Form,
which is attached to the Solar *Rewards Community Subscriber Agency Agreement
and Consent set forth in Exhibit D.
6.7 Subscriber acknowledges and agrees that, aside and apart from the
calculations of Bill Credits, it will have no interest in any environmental or
compliance value associated with its Subscription in the energy production of the
Project (including RECs), any tax benefits arising from ownership or operation of
the Project, or any incentives associated with the Project under the Minnesota
Department of Commerce's Made in Minnesota program, Utility's Solar Rewards
program, or similar programs, other than those set forth herein. Subscriber
acknowledges that RECs associated with the Project will be sold by Operator to
the Utility under the Solar *Rewards Contract and the value of such RECs will be
included in the Bill Credits paid to Subscriber by Utility.
VII. ANNUAL REPORT
Operator shall provide Subscriber with an annual report on the Project no later
than April 1 of each year for the previous 12 -month period from January through
December. The annual report will include detailed information on the following
PROPRIETARY AND CONFIDENTIAL
aspects of the Project in addition to such information as the Operator shall deem
relevant to the Subscriber's understanding of the Project and its operation:
1) Total annual energy production;
2) Typical Meteorological Year (TMY) data for the location closest to the
Project site at which complete TMY data is available;
3) Analysis of the effect TMY data had on energy production;
4) Warranty actions or insurance claims submitted on behalf of the Project;
5) Delinquencies or default actions taken against any subscribers;
6) Estimated environmental benefits for the report period and aggregated
benefits since the start of commercial operations;
VIII. ASSIGNMENT OF SUBSCRIPTIONS
8.1 Subscriber shall not assign this Agreement without the consent of Operator,
such consent not to be unreasonably withheld.
8.2 In the event that during the Term Subscriber will no longer obtain electric
service from Utility through the Subscriber Account set forth in Recital E above,
Subscriber shall use commercially reasonable efforts to facilitate discussions
between Operator and a successor Subscriber or occupant of the Sites regarding
the sale of a subscription to such new Subscriber or occupant pursuant to an
assignment of this Agreement acceptable to Operator. In the event that Operator
accepts such an assignment or enters into an agreement with such new Subscriber
or occupant for the sale of a subscription on terms at least as favorable to Operator
as this Agreement, then Subscriber shall have no further liability to Operator.
Otherwise, Subscriber shall be liable to Operator for damages in accordance with
the provisions of Article XIII and XIV.
8.3 Subscriber shall be responsible for determining eligibility of the Assignee
and securing all necessary information regarding the Assignee's sites and account
information as well as execution of Utility's Data Solar *Rewards Community
Subscriber Agency Agreement and Consent Form and Data Privacy Policy form.
Operator reserves the right to perform its own due diligence on the eligibility of the
Assignee to be a subscriber to the Project under the terms of the Tariff and
maintains the right to withhold consent to any proposed transfer, in its sole
discretion, upon a determination by Operator of Assignee's ineligibility under
paragraph 8.2 above.
8.4 Operator shall update information with Utility within 10 business days of
receiving notice that an approved transfer is complete for purposes of reallocating
Bill Credits associated with the Subscription.
IX. SUBSCRIPTION FEES AND EXPENSES
PROPRIETARY AND CONFIDENTIAL
9.1 Subscription Fees
(a) Invoicing. Operator shall invoice Subscriber monthly. Operator shall
deliver each invoice within thirty (30) Business Days after the end of each monthly
billing period. Each invoice shall set out the amount of energy for the Subscriber's
Subscription to the Project delivered in kWh during such billing period, the then -
applicable Energy Price, as set forth on Exhibit F, and the total amount then due
to Operator, including any taxes assessed on the sale of energy to Subscriber. The
amount due shall be prorated for any partial month during the Term. Such invoice
shall include sufficient details so that Subscriber can reasonably confirm the
accuracy of the invoice. Subscriber shall pay the amount due to Operator within
thirty (30) Business Days after receipt of each invoice. Payments not made within
30 days of receipt of Operator's invoice shall be subject to a penalty equal to one
(1) percent per month of the invoiced amount until paid (not to exceed the
maximum amount permitted by law).
(b) Operator agrees to work in good faith with Subscriber to establish a
system of invoicing and payment that is as efficient as possible for Subscriber and
is as consistent as possible with Subscriber's system for accounts payable.
X. ASSIGNMENT
10.1 Subscriber may not assign its interest or obligations under this Agreement
except as provided in Article Vlll.
10.2 Operator may assign any or all of its interests and obligations in this
Agreement upon notice to Subscriber of such assignment. Any assignee shall be
subject to the terms and conditions of this Agreement unless otherwise agreed to
in writing by Subscriber.
10.3 The Parties acknowledge that Operator may obtain construction and long-
term financing, other credit support or tax equity financing, either directly or through
an affiliate, from financing parties in connection with the development and
ownership of the Project (the "Project Financing "). Both Parties agree in good faith
to consider and to negotiate changes or additions to this Agreement that may be
reasonably requested by the financing parties in order to support the Project
Financing.
10.4 The Parties agree that, in accordance with Section 10.3, Operator may
assign this Agreement to a tax equity partnership or a third party Project owner, or
to financing parties as collateral to support the Project and Operator's obligations
to such financing parties.
10.5 In connection with any such assignment by Operator, Subscriber agrees
that an assignee or financing parties shall be entitled to (i) assume the rights and
obligations of Operator under this Agreement; (ii) receive copies of certain notices
PROPRIETARY AND CONFIDENTIAL
hereunder that Subscriber may provide to Operator; (iii) have the same extended
cure periods to cure any defaults by Operator hereunder; and (iv) be provided other
similar or related benefits or protections as reasonably requested by the owner
and /or financing parties to support the Project Financing.
XI. TAXES
Operator makes no representations concerning the taxable consequences to
Subscriber with respect to Bill Credits or any other aspect of this Agreement.
XII. CALCULATION OF ESTIMATED BENEFITS TO SUBSCRIBER
Subscriber acknowledges receiving_ a_ Calculation of Estimated Benefits from this
roiect and understands that said calculation is an estimate of the ongoing costs
and benefits subscriber may anticipate. Said Calculation of Estimated Benefits is
attached hereto as Exhibit G and Subscriber specifically acknowledges that the
Calculation is an estimate based upon several variables that may change, resulting
in a change in the amount and nature of the benefits.
XIII. DEFAULT
Upon the occurrence of, and during the continuation without cure of, an
Event of Default, the Non - Defaulting Party shall have the option, but not the
obligation, to terminate this Agreement, and the Defaulting Party shall be liable to
the Non - Defaulting Party for damages for Default. The following shall_ constitute
an Event of Default by a Partv:
13.1 The Subscriber fails to make any material payment due under this
Agreement within thirty (30) days after delivery of notice from the other Party that
such payment is overdue.
13.2 Except as provided in 13.1 above, the Party materially fails to perform or
comply with any representation, warranty, obligation, covenant or agreement set
forth in this Agreement and such failure continues for a period of thirty (30) days
after delivery of notice thereof from the other Party, provided if it cannot reasonably
be cured within such thirty day cure period, the defaulting Party will have such
additional time as needed (not to exceed an additional thirty (30) days) provided
that the defaulting Party promptly commences and diligently pursues cure and
continues such cure to completion, and provided that such extended period of cure
does not materially adversely affect the other Party.
13.3 The Party is subject to a petition for dissolution or reorganization voluntary
or involuntary, under the U.S. Bankruptcy Code. In the case of an involuntary
proceeding filed against a Party by a third party, such Party shall have sixty (60)
days to have such proceeding or petition dismissed before it matures into an Event
of Default.
PROPRIETARY AND CONFIDENTIAL
13.4 Remedies for Default
13.4.1 If a Subscriber Event of Default occurs, (i) Operator shall have the right to
terminate this Agreement and withdraw Subscriber's Subscription upon thirty (30)
days prior written notice to Subscriber, and (ii) Subscriber shall be liable to
Operator for actual, direct Damages.
13.4.2 If an Operator Event of Default occurs, then Subscriber shall have the right
to terminate this Agreement upon thirty (30) days prior written notice to Operator.
13.4.3 Subscriber shall be liable to Operator for any actual, direct Damages,
including but not limited to lost revenues for the sale of energy caused by a
Subscriber Event of Default, as defined herein under Section 13.4.4. Subject to
ordinary wear and tear of the System, Subscriber agrees to pay Operator for the
reasonable costs and expenses relating to any repairs to, direct or indirect harm
to, or loss of the System, to the extent resulting from negligence or intentional
misconduct of Subscriber or any of its contractors, agents, tenants, employees,
partners, owners, subsidiaries, affiliates or invitees, or resulting from the failure of
Subscriber to reasonably protect the System from trespass or other unauthorized
access as provided herein.
13.4.4 Operator may exercise any remedy it may have at law or equity, including
recovering from Subscriber all resulting damages, which damages shall include,
but not be limited to, projected payments for energy generated for the remainder
of the Contract Term; any loss or damage to Operator due to lost or recaptured
Environmental Attributes or Environmental Incentives, including, without limitation,
lost revenue from the sale of Environmental Attributes to third parties (including
any damages due to the early termination of any agreement for such sale), and
the recapture of the investment tax credit under Section 48 of the Internal Revenue
Code, and accelerated depreciation for the System; and all other amounts of any
nature due under this Agreement (collectively, "the Damages ").
XIV. REMEDIES; LIMITATION OF LIABILITY; INDEMNIFICATION
14.1 Subject to the limitations set forth in this Agreement, the Parties each
reserve and shall have all rights and remedies available to it at law or in equity with
respect to the performance or non - performance of the other Parties hereto under
this Agreement. Under no circumstances shall Operator's liability for breach of this
Agreement exceed the aggregate Subscription fees payable by Subscriber during
the prior two years (or estimated Subscription fees to the extent two years of
Subscription fees have not been paid).
14.2 EXCEPT AS EXPRESSLY ALLOWED HEREIN, NO PARTY SHALL BE
LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT OR PUNITIVE
DAMAGES OF ANY CHARACTER, RESULTING FROM, ARISING OUT OF, IN
CONNECTION WITH OR IN ANY WAY INCIDENT TO ANY ACT OR OMISSION
PROPRIETARY AND CONFIDENTIAL
OF A PARTY RELATED TO THE PROVISIONS OF THIS AGREEMENT,
IRRESPECTIVE OF WHETHER CLAIMS OR ACTIONS FOR SUCH DAMAGES
ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY OR ANY OTHER THEORY AT LAW OR EQUITY.
14.3 Each Party shall defend, indemnify and hold harmless the other Party and
the directors, officers, shareholders, partners, members, agents and employees of
such other Party, and the respective affiliates of each thereof, from and against all
loss, damage, expense liability and other claims, including court costs and
reasonable attorney's fees (collectively "Liabilities ") resulting from any third party
actions relating to the breach of any representation or warranty in this Agreement
and from injury to or death of persons, and damage to or loss of property to the
extent caused by or arising out of the negligent acts or omissions of, or the willful
misconduct of, the indemnifying party. The party seeking indemnification
hereunder shall notify the indemnifying Party in writing of any Liability asserted, or
known to be under commencement, by a third party as soon as possible and
cooperate with the indemnifying Party. The indemnifying Party shall immediately
take control of the defense and investigation of Liabilities at the indemnifying
Party's sole expense.
XV. DISPUTE RESOLUTION AND AMENDMENT
15.1 The Parties shall make good faith efforts to resolve any claims, disputes or
other matters related to this Agreement by mediation. If mediation does not resolve
the claim or dispute, either Party may propose resolution by binding arbitration by
written notice to the other Party. Within 30 days of such written notice, the Parties
shall agree on a single arbitrator or each Party shall select an arbitrator that will
select a third -party arbitrator for the dispute. Arbitration shall take place in the
seven - county metropolitan area of Minneapolis -St. Paul. The Parties shall equally
share the cost of any arbitrator fees or any filing fees.
15.2 This Agreement may be amended only by written agreement of both
Parties.
XVI. FORCE MAJEURE
16.1 Force Majeure shall mean any event or circumstance not within the control
of the Parties to the extent that the circumstance could not be prevented or avoided
by a Party, the event is not due to a Party's negligence or willful misconduct, or
such an event is not the result of any failure of a Party to perform any of its
obligations under this Agreement. Force Majeure events may include but are not
limited to acts of God, war, terrorism, riot or civil unrest, labor strikes, fire, floods,
epidemics, or hazardous materials existing on the Site prior to Operator's start of
construction or during the period of Project's commercial operation.
PROPRIETARY AND CONFIDENTIAL
16.2 Except as provided in Section 2.4(a) above, neither Subscriber nor Operator
shall be considered in default or breach in the performance of their obligations
under this Agreement to the extent that performance of any such obligation is
prevented or delayed by a Force Majeure circumstance or event.
XVII. NOTICES
Any notice required, permitted, or contemplated under this Agreement shall be in
writing and addressed to the Party to be notified at the address set forth below or
at such other address or addresses as a Party may designate for itself from time
to time by notice hereunder. Such notices may be sent by personal delivery or
recognized overnight courier, and shall be deemed effective upon receipt.
If to Operator:
New Energy Equity LLC
2530 Riva Road
Suite 200
Annapolis, Maryland 21401
If to Subscriber:
City of Columbia Heights
590 40th Avenue NE
Columbia Heights, MN 55421
XVIII. MISCELLANEOUS
18.1 This Agreement constitutes the entire agreement among the Parties relating
to the Project and Subscription and supersedes any and all prior oral or written
understandings.
18.2 This Agreement will be governed by and construed in accordance with the
laws of the State of Minnesota without regard to conflicts of law provisions.
18.3 Any provision of this Agreement found to be void, illegal or otherwise
unenforceable shall not affect the validity or enforceability of the other provisions
which shall not be affected and will continue in force.
18.4 This Agreement may not be amended, changed, modified, or altered unless
such amendment, change, modification, or alteration is in writing and signed by
each Party to this Agreement or its successor in interest. This Agreement inures
to the benefit of and is binding upon the Parties and their respective successors
and permitted assigns.
18.5 Each Party will perform all obligations under this Agreement as an
independent contractor. Nothing herein contained shall be deemed to constitute
PROPRIETARY AND CONFIDENTIAL
any Party a partner, agent or legal representative of another Party or to create a
joint venture, partnership, agency or any relationship between the Parties.
18.6 Nothing contained in this Agreement shall be construed as an intent by
Operator to dedicate the Project to public use or subject itself to regulation as a
"public utility" (as such term may be defined under any applicable law).
18.7 This Agreement may be executed in counterparts, which shall together
constitute one and the same agreement. Facsimile or portable document format
( ".PDF ") signatures shall have the same effect as original signatures, and each
Party consents to the admission in evidence of a facsimile or photocopy of this
Agreement in any court or arbitration proceedings between the Parties.
18.8 Service Contract. The Parties intend that this Agreement be treated as a
"service contract" within the meaning of Section 7701(e)(3) of the Internal Revenue
Code.
PROPRIETARY AND CONFIDENTIAL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the Effective Date:
OPERA
New E
NAME:
TITLE: v
DATE: l2-- A - � l
SUBSCRIBER
City of Columbia Heights
NAME: a�i� K�-
TITLE: _ maycr
DATE: 11J4�• 2- /1 Z0 7
PROPRIETARY AND CONFIDENTIAL
EXHIBITS:
A. Definitions
B. Solar *Rewards Contract
C. Operation and Maintenance Plan
D. Solar *Rewards Community Subscriber Agency Agreement and Consent
Form
E. [Not Used]
F. Table of Energy Prices
G. Calculation of Estimated Benefits to Subscriber
H. Name and Locations for CSG Solar Gardens
I. Subscriber's Utility Account
PROPRIETARY AND CONFIDENTIAL
Exhibit A - Definitions
"Agreement" has the meaning set forth in the preamble.
"ARR" has the meaning set forth in Section 1.1.
"Bill Credit(s)" has the meaning set forth in the recitals.
"Date of Commercial Operation" has the meaning set forth in the Solar *Rewards
Contract.
"Effective Date" has the meaning set forth in Section 2.1.
"Energy Price" means, for any Subscription year, the applicable amount set forth
on Exhibit D
"Event of Default" has the meaning set forth in Article XIII.
"Liabilities" has the meaning set forth in Section 14.3.
"O &M" means operations and maintenance of the Project.
"Operator" has the meaning set forth in the preamble.
"Project" has the meaning set forth in the recitals.
"Project Financing" has the meaning set forth in Section 10.3.
"RECs" has the meaning set forth in the Solar *Rewards Contract.
"Site" has the meaning set forth in the recitals.
"Subscriber" has the meaning set forth in the preamble.
"Subscriber's Percentage Share" has the meaning set forth in Section 1.2.
"Subscription" has the meaning set forth in Section 1.1.
"Tariff' has the meaning set forth in the preamble.
"Term" has the meaning set forth in Section 2.1.
"Utility" has the meaning set forth in the preamble.
"Utility Account" has the meaning set forth in the recitals.
"Solar *Rewards" Contract has the meaning set forth in the recitals.
PROPRIETARY AND CONFIDENTIAL
Exhibit B
Solar Rewards Contract
PROPRIETARY AND CONFIDENTIAL
STANDARD CONTRACT FOR
SOLAR *REWARDS COMMUNITY
THIS CONTRACT is entered into on the day of , , by Northern States Power Company, a Minnesota
corporation and wholly owned subsidiary of Xcel Energy Inc., (hereafter called "Company ") and (hereafter called
"Community Solar Garden Operator "). Together, the Company and Community Solar Garden Operator are the Parties.
RECITALS
The Community Solar Garden Operator is the operator of a Community Solar Garden with an established or planned solar
photovoltaic electric generating facility with a nameplate capacity of kilowatts of alternating current (AC), on
property located at ( "Community Solar Garden "). The Community Solar Garden is a facility that generates electricity
by means of a ground mounted or roof mounted solar photovoltaic device(s) whereby a Subscriber to the Community Solar
Garden receives a Bill Credit for the electricity generated in proportion to the size of the Subscription.
The Community Solar Garden Operator is prepared to generate electricity in parallel with the Company.
DEFINITIONS
"Bill Credit" shall mean the dollar amount paid by the Company to each Subscriber as a credit on the Subscriber's retail electric
service bill to compensate the Subscriber for its beneficial share of solar photovoltaic electricity produced by the Community
Solar Garden and delivered to the Company from the Community Solar Garden.
"Bill Credit Rate" shall mean the then current applicable Bill Credit Rate as found in the Company's rate book applicable to the
Solar*Rewards Community Program. The Bill Credit Type is either the "Standard" Bill Credit or "Enhanced" Bill Credit found
at that sheet in the rate book. The Standard Bill Credit is based on the applicable retail rate, which shall be the full retail rate,
including the energy charge, demand charge, customer charge and applicable riders, for the customer class applicable to the
Subscriber receiving the credit, and shall not reflect compensation for RECs. The "Enhanced" Bill Credit found at that sheet in
the rate book is the sum of the Standard Bill Credit and the REC price and is the applicable Bill Credit Rate only where the
Community Solar Garden Operator has made an election under Section 14.iii of this Contract to transfer the solar RECs to the
Company. The REC prices embedded within the Enhanced Bill Credit are fixed for the duration of the term of this Contract and
are fixed at the REC price in place at the time the Community Solar Garden has filed a completed application. Accordingly, the
Standard and Enhanced Bill Credit rates will change over the term of this Contract and the Bill Credit Rate will be based on the
then - current Standard or Enhanced Bill Credit as provided for in this Contract, but the REC value embedded within the Enhanced
Bill Credit will not change during the Contract term. Once a Standard or Enhanced Bill Credit applies, that Bill Credit Type
applies for the term of the Contract.
"Community Solar Garden Allocation" shall mean the monthly allocation, stated in Watts direct current (DC) as a portion of the
total nameplate capacity of the Community Solar Garden, applicable to each Subscriber's Subscription reflecting each
Subscriber's allocable portion of photovoltaic electricity produced by the Community Solar Garden in a particular Production
Month.
"Community Solar Garden Operator" is identified above and shall mean the organization whose purpose is to operate or
otherwise manage the Community Solar Garden for its Subscribers. A Community Solar Garden Operator may be an individual
or any for - profit or non -profit entity permitted by Minnesota law.
"Community Solar Garden Site" is the location of the single point of common coupling located at the production meter for the
Community Solar Garden associated with the parcel or parcels of real property on which the PV System will be constructed and
located, including any easements, rights of way, and other real- estate interests reasonably necessary to construct, operate, and
maintain the garden. Multiple Community Solar Garden Sites may be situated in close proximity to one another in order to share
in distribution infrastructure.
"Community Solar Garden Statutory Requirements" are based on the provisions in Minn. Stat. § 216B.1641 and Minn. Stat. §
216B.1691, and for purposes of this Contract mean the following:
a. The Community Solar Garden must have not less than five (5) Subscribers;
b. No single Subscriber may have more than a forty (40) percent interest in the Community Solar Garden;
PROPRIETARY AND CONFIDENTIAL
c. The Community Solar Garden must have a nameplate capacity of no more than one (1) megawatt alternating current (AC);
d. Each Subscription shall be sized to represent at least two hundred (200) watts of the Community Solar Garden's generating
capacity;
e. Each Subscription shall be sized so that when combined with other distributed generation resources serving the premises of
each Subscriber, the Subscription size does not exceed one hundred twenty (120) percent of the average annual consumption of
electricity over the prior twenty four (24) months by each Subscriber to which the Subscription is attributed (based on the annual
estimated generation of the PV System as determined by PV WATTS), provided that if historical electric energy consumption
data is not available for a particular subscriber, the Company will calculate the estimated annual electric energy consumption
under the process detailed in the Company's rate book applicable to the Solar*Rewards Community Program.
f. The Community Solar Garden must be located in the service territory of the Company;
g. Each Subscriber to the Community Solar Garden must be a retail customer of the Company and each must be located in the
same county or a county contiguous to where the Community Solar Garden Site is located; and,
h. Customers who are exempt from the Solar Energy Standard (SES) under Minn. Stat. § 21613.1691, subd. 2(f)d, shall not
participate in or subscribe to Community Solar Gardens.
"CSG Application System" or "Community Solar Gardens Application and Subscriber Management System" is the interactive,
internet website -based interface maintained by or on behalf of the Company through which the Community Solar Garden
Operator may establish qualifications, provide information and complete documents necessary for acceptance in the Company's
Solar*Rewards Community Program, and may enter or change the Monthly Subscription Information reflecting updated
information for each Subscriber, including any changes to any Subscriber's name, account number, address, and Community
Solar Garden Allocation.
"Date of Commercial Operation" shall mean the first day of the first full calendar month upon which commercial operation is
achieved following completion of all Interconnection Agreement requirements and processes.
"House Power" shall mean the electricity needed to assist in the PV System's generation, including system operation,
performance monitoring and associated communications, except for energy directly required for the local control and safe
operation of the PV System. It also means other electricity used by the Community Solar Garden, such as for perimeter lighting, a
visitor's center or any other structures or facilities at the Community Solar Garden Site.
"Interconnection Agreement" shall mean the Interconnection Agreement in Section 10 of the Company's rate book.
"Monthly Subscription Information" shall mean the information stored within the CSG Application System, as timely entered or
changed by the Community Solar Garden Operator via the CSG Application System, setting forth the name, account number and
service address each Subscriber holding Subscriptions in the Community Solar Garden, and the Community Solar Garden
Allocation applicable to each such Subscriber's Subscription, reflecting each Subscriber's allocable portion of photovoltaic
energy produced by the Community Solar Garden during a particular Production Month.
"Production Meter" shall mean the meter which will record the energy generated by the PV System only and which will be
reported on the Solar Garden Operator's bill. The readings on the Production Meter showing the energy generated by the PV
System will also be used to determine the RECs generated by the PV System.
"Production Month" shall mean the calendar month during which photovoltaic energy is produced by the Community Solar
Garden's PV System and delivered to the Company at the Production Meter.
"PV System" shall mean the solar electric generating facility to be located at the Community Solar Garden, including the
photovoltaic panels, inverter, output breakers, facilities necessary to connect to the Production Meter, protective and associated
equipment, improvements, and other tangible assets, contract rights, easements, rights of way, surface use agreements and other
interests or rights in real estate reasonably necessary for the construction, operation, and maintenance of the electric generating
facility that produces the photovoltaic energy subject to this Contract.
PROPRIETARY AND CONFIDENTIAL
"Subscribed Energy" means electricity generated by the PV System attributable to the Subscribers' Subscriptions and delivered
to the Company at the Production Meter on or after the Date of Commercial Operation.
"Subscriber" means a retail customer of the Company who owns one or more Subscriptions of a community solar garden
interconnected with the Company.
"Subscriber's Account Information" consists of the Subscriber's name, account number, service address, telephone number,
email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the
Subscriber, and Subscriber specific Bill Credit(s).
"Subscriber's Energy Usage Data" includes the past, present and future electricity usage attributable to the Subscriber for the
service address and account number identified for participation in the Community Solar Garden.
"Subscription" means a contract between a Subscriber and the Community Solar Garden Operator.
"Term of the Contract" means the term of this contract which shall be the same as for the Interconnection Agreement applicable
to the Community Solar Garden, and shall begin when this Contract is signed by the Parties and end twenty five (25) years after
the Date of Commercial Operation unless otherwise provided below.
"Unsubscribed Energy" means electricity generated by the PV System and delivered to the Company at the Production Meter
which is not Subscribed Energy and also includes electricity generated by the PV System and delivered to the Company prior to
the Date of Commercial Operation.
AGREEMENTS
The Community Solar Garden Operator and the Company agree:
1. Sale of Electricity Generated by the Community Solar Garden. Effective upon the Date of Commercial Operation, the
Community Solar Garden shall sell and deliver to the Company at the Production Meter all of the photovoltaic energy produced
by the PV System. Payment for the Subscribed Energy which is produced and delivered will be solely by a Bill Credit to
Subscribers as detailed below. Payment for Unsubscribed Energy will be paid to the Community Solar Garden Operator at the
then current: 1.) Company's avoided cost rate (found in the Company's rate book, Rate Code A51) for solar gardens of 40 kW
(AC) capacity or larger, or 2.) Company's average retail energy rate (found in the Company's rate book, Rate Code A50) for
solar gardens under 40 kW (AC) capacity. The Community Solar Garden Operator shall not sell any photovoltaic energy
generated from the PV System, or any capacity associated with the PV System, to any person other than the Company during the
term of this Contract, and the Company shall purchase and own all photovoltaic energy produced by the PV System. This
Contract conveys to the Company all energy generated from the PV System and all capacity associated with the PV System for
the Term of the Contract.
A. The Company will buy (through Bill Credits to the Subscribers) all Subscribed energy generated by the Community
Solar Garden and delivered to the Company during a particular Production Month at the Bill Credit Rate. Each Subscriber to the
Solar*Rewards Community Program will receive a Bill Credit at the Bill Credit Rate for electricity generated attributable to the
Subscriber's Subscription. Each Subscriber will also be charged for all electricity consumed by the Subscriber at the applicable
rate schedule for sales to that class of customer. If the Bill Credit exceeds the amount owed in any billing period, the excess
portion of the Bill Credit in any billing period shall be carried forward and credited against all charges. All Bill Credits must be
carried forward for at least a twelve (12) month cycle. The Company shall purchase all Bill Credits with the billing statement
which includes the last day in February and restart the credit cycle on the following period with a zero credit balance. Consistent
with Minn. R. 7820.3800, Subp. 2, the purchase of the Bill Credits will only be made when the Bill Credit amount is more than
$1 due for an existing customer or $2 or more due a person or legal entity no longer a customer of the Company.
B. A copy of the presently filed Solar*Rewards Community Program tariff of the Company's rate book is attached to
this Contract. The rates for sales and purchases of Subscribed Energy shall be changed annually or otherwise as provided by
order of the MPUC. The Community Solar Garden Operator shall comply with all of the rules stated in the Company's applicable
electric tariff related to the Solar*Rewards Community Program and the tariffed version of this Contract, as the same may be
revised from time to time, or as otherwise allowed by an amendment to this Contract approved, or deemed approved, by the
Minnesota Public Utilities Commission. In the event of any conflict between the terms of this Contract and Company's electric
tariff, the provisions of the tariff shall control.
PROPRIETARY AND CONFIDENTIAL
C. For the purchases by the Company, the Company shall apply a Bill Credit each billing period to each Subscriber's
bill for retail electric service at the Bill Credit Rate based upon the Subscriber's allocation as set forth in the Monthly
Subscription Information applicable to the preceding Production Month. The Production Month to which the Bill Credit is
applicable shall not necessarily match the billing period for the retail electric service bill in which the Bill Credit is applied.
D. For purposes of applying the Bill Credit to each Subscriber's bill, the Company shall be entitled to rely exclusively
on the Monthly Subscription Information as timely entered by the Community Solar Garden Operator via the CSG Application
System.
E. The correction of any allocation of previously - applied Bill Credits among Subscribers or payments to the
Community Solar Garden Operator for Unsubscribed Energy, pertaining to a particular month due to any inaccuracy reflected in
such Monthly Subscription Information with regard to a Subscriber's Subscription in the PV System and the beneficial share of
photovoltaic energy produced by the PV System, or the share of Unsubscribed Energy, shall be the full responsibility of the
Community Solar Garden Operator, unless such inaccuracies are caused by the Company.
2. House Power. The Company will sell House Power to the Community Solar Garden under the rate schedule in force for the
class of customer to which the Community Solar Garden Operator belongs. The Community Solar Garden Operator shall be
solely responsible for arranging retail electric service exclusively from the Company in accordance with the Company's Electric
Rate Book. The Community Solar Garden Operator shall obtain House Power solely through separately metered retail service
and shall not obtain House Power through any other means, and waives any regulatory or other legal claim or right to the
contrary. Because the Company must purchase from the Community Solar Garden all energy generated by the Community Solar
Garden, the Community Solar Garden may not use the energy it generates to be consumed by it. It may not net -out or use energy
it generates for House Power. The Parties acknowledge and agree that the performance of their respective obligations with
respect to House Power shall be separate from this Contract and shall be interpreted independently of the Parties' respective
obligations under this Contract. Notwithstanding any other provision in this Contract, nothing with respect to the arrangements
for House Power shall alter or modify the Community Solar Garden Operator's or the Company's rights, duties and obligations
under this Contract. This Contract shall not be construed to create any rights between the Community Solar Garden Operator and
the Company with respect to the arrangements for House Power.
3. Metering Charges and Requirements
A. Metering Charge per Month:
Single Phase $5.50
Three Phase $8.00
B. Two (2) Company -owned meters are required to be installed at each service location associated with each
Community Solar Garden generation source subject to this Contract. One meter is located at the main service and will record
energy delivered to the Community Solar Garden Operator from the Company. The second meter (the "Production Meter ") will
record energy generated by the PV System only. For the sake of clarity, the amount of energy used as House Power consists of
that shown on the meter located at the main service plus electricity recorded as reverse flowing through the Production Meter.
The Company shall install, or cause to be installed, own, operate and maintain the Production Meter to measure the AC
production of the PV System, at the Community Solar Garden Operator's expense and including the cost of the Production Meter
itself. Community Solar Garden Operator will provide all meter housing and socket replacement and rewiring to install both
meters. Community Solar Garden Operator shall be charged monthly the metering charge for the main service meter. The
metering charge assumes common use of all Company facilities up to the metering point, for both receipt and delivery of energy.
Any additional facilities required by Company to accommodate the PV System will require Community Solar Garden Operator to
pay an interconnection charge in advance.
4. Title Risk or moss, and Warmly of Title. As between the Parties, the Community Solar Garden Operator shall be
deemed to be in control of the photovoltaic energy output from the PV System up to and until delivery and receipt by the
Company at the Production Meter and the Company shall be deemed to be in control of such energy from and after delivery and
receipt at such Production Meter. Title and risk of loss related to the photovoltaic energy shall transfer to the Company at the
Production Meter. The Community Solar Garden warrants and represents to the Company that it has or will have at the time of
delivery good and sufficient title to all photovoltaic energy output and/or the ability to transfer good and sufficient title of same to
the Company. 5. Interconnection Requirements. The Community Solar Garden Operator must sign an Interconnection
Agreement under Section 10 of the Company's rate book, and comply with all of the terms and conditions of that Interconnection
Agreement except as otherwise specified in this Contract. The following additional interconnection terms also apply.
PROPRIETARY AND CONFIDENTIAL
A. Term of Interconnection Agreement. While the Company's tariff pertaining to its Interconnection Agreement
generally provides that the term of the Interconnection Agreement may be up to twenty (20) years, where the tariffed
Interconnection Agreement is used in conjunction with this tariffed Contract, the term of the Interconnection Agreement may end
twenty five (25) years after the Date of Commercial Operation.
6. Community Solar Garden Requirements.
A. The Community Solar Garden Operator shall assure that each of the Community Solar Garden Statutory
Requirements is met.
B. For each Subscriber, there must be a completed and fully- executed Subscriber Agency Agreement and Consent
Form (Attachment "A" to this Contract) which is delivered to the Company prior to the Date of Commercial Operation, or prior
to adding each Subscriber.
C. Code Comp_i_iance. The Community Solar Garden Operator shall be responsible for ensuring that the PV System
equipment installed at the Community Solar Garden meets all applicable codes, standards, and regulatory requirements at the
time of installation and throughout its operation.
D. Project Completion. The Company will determine whether an application from the Community Solar Garden
Operator is complete within thirty (30) days of its submission to the Company and approve or reject the application based on
engineering review within sixty (60) days of finding it complete unless the Community Solar Garden Operator has agreed to an
extension. The date an application shall be considered to be submitted to the Company is the date on which the Community Solar
Garden Operator has uploaded to the CSG Application System all documents and information to allow the Company to begin
engineering review which include the following:
(i) the contact information for the Community Solar Garden Operator;
(ii) the Community Solar Garden information, including system location and specifications;
(iii) application fee and deposit; and,
(iv) engineering documents, including one line diagram, site plan and signed Interconnection
application.
Where the Company has timely rejected an application, the Company will allow the Community Solar Garden Operator to
provide additional documents or information and the sixty (60) day timeframe will begin anew for the Company to accept or
reject the application. The Community Solar Garden Operator shall complete the project and the Date of Commercial Operation
shall be within twenty-four (24) months from the Company finding that the application is complete. Failure of the Company to
meet the timeframes for completing engineering studies and interconnection cost estimates set forth in the Commission's
September 28, 2004 Order in Docket No. E999/CI -01- 1023 as implemented in Section 10 of the Company's rate book will
extend this twenty-four (24) month period on a day- for -day basis. If the Date of Commercial Operation is not within this twenty-
four (24) month period (including any day- for -day extension referenced above), then the Company will return the Deposit and
the Community Solar Garden Operator, if it still intents to proceed with the project, will need to reapply and submit a new
application fee and deposit.
E. [Intentionally left blank.]
F. Annual Report. The Community Solar Garden Operator shall issue (and provide to the Company and each
Subscriber) public annual reports as of the end of the calendar or other fiscal year containing, at a minimum, the energy produced
by the Community Solar Garden; audited financial statements including a balance sheet, income statement, and sources and uses
of funds statement; and the management and operatorship of the Community Solar Garden Operator. The identity of specific
Subscribers should not be listed in the public annual report, unless if there is explicit informed Subscriber consent. The
Community Solar Garden Operator shall take care to preserve the privacy expectations of the Subscribers, such as not publicly
providing the Subscriber's Account Information or Subscriber Energy Usage Data or Bill Credits, unless there is explicit
informed consent or otherwise provided for in this Contract. Each Subscriber shall have an opportunity to submit comments to
the Community Solar Garden Operator with a copy to the Company on the accuracy and completeness of the annual reports.
G. Audits. The Company reserves the right to inspect the PV System as necessary to assure the safety and reliability of
the system at any time during the Term of this Contract, and for an additional period of one (1) year thereafter.
H. Application Fce. Upon application, and prior to the Company processing the application, the Community Solar
Garden Operator must submit an application fee of $1,200 to the Company. This application fee may be by check or wire
transfer. The application fee is meant to cover the cost to the Company of processing the application.
PROPRIETARY AND CONFIDENTIAL
L D, eposdt. Upon application, and prior to the Company processing the application, the Community Solar Garden
Operator must submit a deposit of an amount equal to $100 /kW to the Company. This Deposit may be submitted by check or
wire transfer. Within thirty (30) days after either the Date of Commercial Operation or the date when the Community Solar
Garden Operator informs the Company that it will no longer continue pursuing completion of the Community Solar Garden
project, or if the Date of Commercial Operation does not occur within the twenty four (24) month timeline (including day- for -day
extensions) detailed in Section 6.D above, the Company shall return to Community Solar Garden Operator the deposit paid.
When the deposit qualifies to be returned to the Community Solar Garden Operator, it shall also include interest. Consistent with
Minn. Stat. § 325E.02, the rate of interest will be set annually and will be equal to the weekly average yield of one -year United
States Treasury securities adjusted for constant maturity for the last full week in November. The interest rate will be rounded to
the nearest tenth of one (1) percent. The rate of interest announced by the Commissioner of Commerce on or about December 15
of each year will be the rate of interest that will be paid on deposits returned during the subsequent calendar year.
J. Participation Fee. Each year, the Community Solar Garden Operator will submit a participation fee of $300 to the
Company for ongoing costs incurred of administering the Solar *Rewards Community Program. The first participation fee will be
charged after the Date of Commercial Operation, and the final participation fee will be charged prior to the Term of the Contract
expiring.
K. Invcrtcr CaMLcity. The Community Solar Garden must have an inverter with a capacity of no more than one (1)
megawatt alternating current (AC) to assure that the Community Solar Garden has a nameplate capacity of no more than one (1)
megawatt AC.
L. Maintenance and Rcpair of the PV System. The Community Solar Garden Operator shall maintain the PV System
and the individual components of the PV System in good working order at all times during the Term of the Contract. If during the
Term of the Contract the PV System or any of the individual components of the system should be damaged or destroyed, or taken
out of service for maintenance, the Community Solar Garden Operator shall provide the Company written notice within thirty
(30) calendar days of the event and promptly repair or replace the damaged or destroyed equipment at the Community Solar
Garden Operator's sole expense. If the time period for repair or replacement is reasonably anticipated to exceed one hundred
eighty (180) days, the Company shall have the right to request to terminate this Contract by written notice.
M. No Relocation. The PV system shall be located at the Community Solar Garden as shown in its application at all
times during the Term of the Contract.
N. Disclosure of Production Information. The Community Solar Garden Operator acknowledges and agrees that, in
order for the Company to carry out its responsibilities in applying Bill Credits to each Subscriber's bills for electric service, the
Company may be required and shall be permitted to provide access or otherwise disclose and release to any Subscriber any and
all production data related to the PV System in its possession and information regarding the total Bill Credits applied by the
Company with respect to the PV System and any information pertaining to a Subscriber's Subscription. Any additional detailed
information requested by a Subscriber shall be provided only upon the Community Solar Garden Operator's consent in writing or
email to the Company, or unless the Minnesota Public Utilities Commission or the Minnesota Department of Commerce requests
that the Company provides such information to the Subscriber.
O. Disclosure of Community Solar Garden Information. The Community Solar Garden Operator acknowledges and
agrees that the Company may publicly disclose the Community Solar Garden Site, Community Solar Garden Operator, nameplate
capacity and generation data of the Community Solar Garden. Additionally, the Company will periodically provide a bill
message to Subscribers clarifying that questions or concerns related to their Subscription should be directed to the Community
Solar Garden Operator, including a statement that the Community Solar Garden Operator is solely responsible for resolving any
disputes with the Company or the Subscriber about the accuracy of the Community Solar Garden production and that the
Company is solely responsible for resolving any disputes with the Subscriber about the applicable rate used to determine the
amount of the Bill Credit.
P. Certain Tax and Securities Law Issues. The Company makes no warranty or representation concerning the taxable
consequences, if any, to Community Solar Garden Operator or its Subscribers with respect to its Bill Credits to the Subscribers
for participation in the Community Solar Garden. Additionally, the Company makes no warranty or representation concerning the
implication of any federal or state securities laws on how Subscriptions to the Community Solar Garden are handled. The
Community Solar Garden Operator and Subscribers are urged to seek professional advice regarding these issues.
Q. Full Cooperation with the MPUC. Minnesota Department of Commerce, and Minnesota office orthe Attorney
General. The Parties agree to fully cooperate with any request for information from the MPUC, theMinnesota Department of
Commerce, or the Minnesota Office of the Attorney General pertaining in any way to theCommunity Solar Garden, and will
PROPRIETARY AND CONFIDENTIAL
provide such information upon request in a timely manner. To the extent to whichany request calls for producing a specific
Subscriber's Account Information, Subscriber Energy Usage Data or BillCredits, such information shall be provided and marked
as Trade Secret or Confidential Information.
R. New PV Systems. The PV System must not be built or previously interconnected at the time of application to the
Solar *Rewards Community Program.
S. Fair Disclosure. Prior to the time when any person or entity becomes a Subscriber, the Community Solar Garden
Operator will fairly disclose the future costs and benefits of the Subscription, and provide to the potential Subscriber a copy of
this Contract. The Community Solar Garden Operator shall comply with all other requirements of the MPUC and applicable laws
with respect to communications with Subscribers.
7. Requirements Applicable to the CSG Application System. The Community Solar Garden Operator must comply with
all of the following:
A. Required use of the CSG Application System. The Community Solar Garden Operator must utilize the CSG
Application System to submit an application for approval to operate a Community Solar Garden and to manage Subscribers and
Subscriptions.
B. Subscriber Inli3rmation. The Community Solar Garden Operator shall issue Subscriptions in the PV System only to
eligible retail electric service customers of the Company and provide to the Company the name, account number and service
address attributable to each Subscription and the Community Solar Garden Allocation for each Subscriber's Subscription stated
in Watts direct current (DC). The Community Solar Garden Operator shall take care to preserve the privacy expectations of the
Subscribers, such as not publicly providing a Subscriber's Account Information, Subscriber Energy Usage Data, or Bill Credits.
The Community Solar Garden Operator will not disclose such information to third parties, other than to the MPUC, the
Minnesota Department of Commerce, or the Minnesota Office of Attorney General, unless the Subscriber has provided explicit
informed consent or such\ disclosure is compelled by law or regulation.
C. Subscription Transfers. Subscriptions may be transferred or sold to any person or entity who qualifies to be a
Subscriber under this Contract or to the Community Solar Garden Operator for resale by the Operator to other Subscribers. A
Subscriber may change the premise or account number that the Community Solar Garden energy is attributed to, as long as the
Subscriber continues to qualify under these rules. Any transfer of Subscriptions needs to be coordinated through the Community
Solar Garden Operator, who in turn needs to provide the required updated information in the CSG Application System within
thirty (30) days of the transfer.
D. Updating Subscr- - r Information. On or before five (5) business days immediately preceding the first day of each
Production Month, the Community Solar Garden Operator shall provide to the Company any and all changes to the Monthly
Subscription Information, by entering new or updating previously- entered data through the use of the CSG Application System.
Such data to be entered or changed by the Community Solar Garden Operator shall include additions, deletions or changes to the
listing of Subscribers holding Subscriptions in the PV System, including any changes to the Subscriber's account number and
service address attributable to each Subscription and the Community Solar Garden Allocation for each Subscriber's Subscription,
stated in Watts DC.
E. Responsibility for Verification. The Community Solar Garden Operator shall verify that each Subscriber is eligible
to be a Subscriber in the Community Solar Garden and that the Community Solar Garden Statutory Requirements are met.
8. The Community Solar Garden Operator will give the Company reasonable access to its property and to the electric generating
facilities if the configuration of those facilities does not permit disconnection or testing from the Company's side of the
interconnection. If the Company enters the Community Solar Garden Operator's property, the Company will remain responsible
for its personnel.
9. The Company may stop providing electricity to the Community Solar Garden Operator during a system emergency. The
Company will not discriminate against the Community Solar Garden Operator when it stops providing electricity or when it
resumes providing electricity. In the event of an emergency requiring disconnection of the Community Solar Garden, the
Company shall follow the process, and provide notice to the Community Solar Garden Operator, consistent with the provisions of
the Interconnection Agreement, in Section 10 of the Company's rate book, or as otherwise provided for in the Interconnection
Agreement.
PROPRIETARY AND CONFIDENTIAL
10. Remedies for Breach. In the event of any breach of this Contract by the Community Solar Garden Operator, then the
Company shall have available to it any other remedy provided for in this Contract and any or all of the following remedies which
can be used either singularly or cumulatively.
a. In the event there is a breach resulting in some production from the Community Solar Garden being assigned in excess of a
Subscriber's allowable Subscription under the Community Solar Garden Statutory Requirements, then the Company may treat
this excess as Unsubscribed Energy and not provide a Bill Credit to any Subscriber for any such excess production.
b. For any breach of this Contract by the Community Solar Garden Operator:
i. At any time the Company seeks a remedy for any breach of this Contract it shall provide in writing a Notice to the Community
Solar Garden Operator to remedy the breach within thirty (30) days.
ii. If after the thirty (30) days provided for in the Notice the Community Solar Garden Operator is still not in compliance with this
Contract, then the Company shall have the right to request by written Notice to disconnect the Community Solar Garden from its
network if the Community Solar Garden Operator is not in compliance with the Contract within thirty (30) days. The Company
shall send copies of the Notice of Disconnection to Community Solar Garden Operator, all Subscribers of the Community Solar
Garden, the Department of Commerce, OAG and MPUC.
iii. The Community Solar Garden Operator, the Department of Commerce, OAG, and/or MPUC may object in writing to the
Notice of Disconnection within thirty (30) days. Copies of any written objection shall be provided to all of the above entities. An
objection to the Notice of Disconnection will trigger Section 12 of this Contract.
iv. If the Community Solar Garden Operator, the Minnesota Department of Commerce, OAG and/or MPUC do not object to the
Notice of Disconnection, the Company is authorized to physically disconnect the Community Solar Garden pursuant to this
Notice of Disconnection without providing further notice. No Bill Credits will be applied for any production occurring during
physical disconnection. If within ninety (90) days of any such disconnection, the Community Solar Garden Operator returns to
being in compliance with the Contract, then the Company will reconnect the Community Solar Garden to its network. Any
periods of disconnection will not extend the Term of the Contract. The Community Solar Garden Operator will be financially
responsible for the Company's costs of sending crews to disconnect and reconnect the Community Solar Garden to the
Company's network.
v. If ninety (90) or more consecutive days elapse during which the Community Solar Garden has been disconnected or has
otherwise not been in compliance with this Contract, then the Company shall have the right to request to terminate this Contract
by written notice to the Community Solar Garden Operator. The Company shall send copies of any Notice requesting termination
to all Subscribers of the Community Solar Garden, the Minnesota Department of Commerce, OAG and MPUC. If the Notice is
objected to within thirty (30) days by the Community Solar Garden Operator, the Department of Commerce, and/or OAG,
Section 12 of this agreement shall apply. Any request to terminate the Contract must be approved by the MPUC, and there is no
further obligation of the Parties to perform hereunder following the effective date of such termination except as set forth in
Sections 6.G and 16 of this Contract.
c. For any breach of the Interconnection Agreement, the Company shall also have all remedies provided for in Section 10 of the
Company's rate book, or as otherwise provided for in the Interconnection Agreement. In the event this results in disconnection or
termination of the Interconnection Agreement, the Company shall provide notice to the Minnesota Department of Commerce,
OAG and MPUC. In the event that Community Solar Garden has been disconnected under the terms of the Interconnection
Agreement and/or the Interconnection Agreement has been terminated, then the Company shall have the right to request to
terminate this Contract by written notice to the Community Solar Garden Operator, with no further obligation of the Parties to
perform hereunder following the effective date of such termination. The Company shall send copies of any Notice requesting
termination of this Contract to all Subscribers of the Community Solar Garden, the Minnesota Department of Commerce, OAG
and MPUC. If the Notice is objected to within thirty (30) days by the Community Solar Garden Operator, the Department of
Commerce, and/or OAG, Section 12 of this agreement shall apply. Any request to terminate this Contract must be approved by
the MPUC.
d. In the event of an alleged breach of this Contract by the Community Solar Garden Operator for which the Company sends a
Notice pursuant to Section 10(b)(i), Company shall also send a copy of the Notice as soon as practicable to any financing party
for the Community Solar Garden whose contact information has been provided to the Company. Any such financing party shall
have the right to cure the alleged breach within the cure period provided in Section 10(b)(ii) and Company agrees to accept any
such cure as if made by the Community Solar Garden Operator. The Company shall be under no obligation to provide any such
financing party with any information that would violate the Data Privacy Policies set forth in Exhibit 1 to Attachment "A" of this
Contract. The Company shall be under no obligation to provide any such financing party with any information it may have which
is confidential to the Community Solar Garden Operator unless the Community Solar Garden Operator has provided written
consent to the Company permitting the release to the financing party of such confidential information.
e. In the event of any breach of this Contract by Company, the Community Solar Garden Operator shall provide Company with a
written Notice of the breach. Company shall have up to thirty (30) days to cure the breach. If the breach is not cured within the
thirty (30) days, the Community Solar Garden Operator may utilize the procedures set forth in Section 12. If the breach results in
Bill Credits not being issued to one or more individual Subscribers, in the absence of a cure by Company within the allowed time
following the Notice, the applicable Subscriber(s) may also seek a remedy for any past due Bill Credits from the MPUC pursuant
to Section 12.
PROPRIETARY AND CONFIDENTIAL
11. [,imitation of Liabilitv
A) Each Party shall at all times indemnify, defend, and save the other Party harmless from any and all damages, losses,
claims, including claims and actions relating to injury or death of any person or damage to property, costs and expenses,
reasonable attorneys' fees and court costs, arising out of or resulting from the Party's performance of its obligations under this
agreement, except to the extent that such damages, losses or claims were caused by the negligence or intentional acts of the other
Party.
B) Each Party's liability to the other Party for failure to perform its obligations under this Contract shall be limited to
the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any punitive,
incidental, indirect, special, or consequential damages of any kind whatsoever, including for loss of business opportunity or
profits, regardless of whether such damages were foreseen.
C) Notwithstanding any other provision, with respect to the Company's duties or performance or lack of performance
under this Contract, the Company's liability to the Community Solar Garden Operator shall be limited as set forth in the
Company's rate book and terms and conditions for electric service, and shall not be affected by the terms of this Contract. There
are no third -party beneficiaries of any Company duty under this Contract other than the Company's duty to Subscribers to issue
Bill Credits as set forth in this Contract, and the duty to a financing party under Section 10.d. of this Contract.
12. Dispute Resolution
A) Each Party agrees to attempt to resolve all disputes arising hereunder promptly, equitably and in a good faith
manner.
B) In the event a dispute arises under this Contract between the Parties, and if it cannot be resolved by the Parties
within thirty (30) days after written notice of the dispute to the other Party, then the Parties may refer the dispute for resolution to
the MPUC, which shall maintain continuing jurisdiction over this Agreement.
13. The separately executed power purchase agreement referenced in the Interconnection Agreement for the purchase of power
exported by the Community Solar Garden Operator to the Company is not needed. Instead, this Contract shall govern the terms
for the power exported by the Community Solar Garden Operator to the Company.
14. Renewable Encr_Qy Credits (RECs). Under any of the following conditions, the RECs associated with the Community Solar
Garden belong to the Company:
i. Where the Community Solar Garden or any person or entity on its behalf has received or intends to accept a Made in
Minnesota benefit, as defined in Minn. Stat. § 216C.411, pursuant to Minn. Stat. §§ 216CAI I through 16C.415. No solar -REC
value shall be paid under the present Contract in this circumstance.
ii. Where the Community Solar Garden or any person or entity on its behalf has received or intends to accept a
Solar *Rewards benefit, as defined in Minn. Stat. § 116C.7792. No solar -REC value shall be paid under the present Contract in
this circumstance.
iii. Where the Community Solar Garden Operator has elected to transfer the solar RECs to the Company under this
Contract and the Value of Solar rate applicable to the Community Solar Garden has not been reflected in the Solar *Rewards
Community Program tariff of the Company's rate book, then compensation to Subscribers for Subscribed Energy will be at the
Enhanced bill credit rate as updated annually and found in Solar *Rewards Community Program tariff of the Company's rate
book. Without this election, and where the Value of Solar rate applicable to the Community Solar Garden has not been adopted,
compensation to Subscribers for Subscribed Energy will be at the Standard bill credit rate as updated annually and found in the
Solar *Rewards Community Program tariff of the Company's rate book. The Enhanced bill credit is not available under this
Contract where the Community Solar Garden or any person or entity on its behalf has received or intends to accept a Made in
Minnesota benefit or a Solar *Rewards benefit. The Community Solar Garden Operator indicates immediately below with an "X"
or check -mark or marking in the box if it elects to transfer the solar RECs under this Section 14.iii. of this Contract.
By placing an "X ", or checking or marking this box, the Community Solar Garden Operator indicates its election to transfer the
solar RECs to the Company under Section 14.iii of this Contract. With this election, compensation to Subscribers for Subscribed
Energy will be at the applicable Enhanced bill credit rate as found in the Solar *Rewards Community Program tariff of the
Company's rate book. This election is only valid where it is not the case that the Community Solar Garden or any person or entity
PROPRIETARY AND CONFIDENTIAL
on its behalf has received or intends to accept a Made in Minnesota benefit or a Solar *Rewards benefit. This election shall remain
in place for the Term of the Contract, and REC payments will last for the full Term of the Contract.
iv. Where a Value of Solar rate applicable to the Community Solar Garden has become effective as reflected in the
Solar *Rewards Community Program tariff of the Company's rate book. In such a situation the Value of Solar rate shall be
applicable regardless of whether or not the Community Solar Garden or any person or entity on its behalf has received or intends
to accept a Made in Minnesota benefit or a Solar *Rewards benefit and shall be in place and in lieu of any election the
Community Solar Garden Operator may have made in Section 14.iii above. The following provisions of Section 14 only apply
where the solar RECs associated with the Community Solar Garden belong to the Company under either Section 14.i, 14,ii, 14.iii,
or 14.iv of this Contract.
The Community Solar Garden Operator hereby automatically and irrevocably assigns to Company all rights, title and authority
for Company to register the Subscribed Energy and Unsubscribed Energy and own, hold and manage the RECs associated with
all such energy in the Company's own name and to the Company's account, including any rights associated with any renewable
energy information or tracking system that exists or may be established (including but not limited to participants in any
applicable REC Registration Program and the United States government) with regard to monitoring, registering, tracking,
certifying, or trading such credits. The Community Solar Garden Operator hereby authorizes Company to act as its agent for the
purposes of registering, tracking and certifying RECs and the Company has full authority to hold, sell or trade such RECs within
its own account of said renewable energy information or tracking systems. Upon the request of Company, at no cost to Company,
(i) Community Solar Garden Operator shall deliver or cause to be delivered to Company such attestations and/or certifications of
the Community Solar Garden and its associated RECs, and (ii) Community Solar Garden Operator shall cooperate with
Company's registration and certification of the Community Solar Garden. The Company shall own and retain all RECs
associated with Subscribed Energy produced by the Community Solar Garden. The Company will transfer the RECs associated
with Unsubscribed Energy annually to the Community Solar Garden Operator, provided the Community Solar Garden Operator
completes all actions required to receive these RECs, including but not limited to maintaining an active account in the Midwest
Renewable Energy Tracking System (M RETS) or its successor and makes such requests within 6 months of the production of
the Unsubscribed Energy.
A. Definition of Renewable Encrev Credits (REQs7. "Renewable Energy Credits" or "RECs" are all attributes of an
environmental or other nature that are created or otherwise arise from the Community Solar Garden Operator's generation of
energy using solar energy as a fuel, including, but not limited to, tags, certificates or similar products or rights associated with
solar energy as a "green" or "renewable" electric generation resource, including any and all environmental air quality credits,
emission reductions, off -sets, allowances or other benefits related to the generation of energy from the Community Solar Garden
PV System that reduces, displaces or ofd sets emissions resulting from fuel combustion at another location pursuant to any
existing or future international, federal, state or local legislation or regulation or voluntary agreement, and the aggregate amount
of credits, offsets or other benefits including any rights, attributes or credits arising from or eligible for consideration in the M-
RETS program or any similar program pursuant to any international, federal, state or local legislation or regulation or voluntary
agreement and any renewable energy certificates issued pursuant to any program, information system or tracking system
associated with the renewable energy generated from the Community Solar Garden PV System. RECs do not include any federal,
state or local tax credits, cash grants, production incentives or similar tax or cash benefits for which Community Solar Garden
Operator or the Community Solar Garden PV System are eligible or which either receives, or any depreciation, expenses, credits,
benefits or other federal, state or local tax treatment for which Community Solar Garden Operator or the Community Solar
Garden PV System is eligible or that either receives.
B. Definition of M -Rl7TS Program. "M -RETS Program" means the Midwest Renewable Energy Trading System
program, MPUC Docket No. E999/CI -04 -1616 and subsequent or related proceedings.
C. Ownership Uf RECs. All RECs associated with the Subscribed Energy shall be assigned to the Company. By
participating as a Community Solar Garden Operator under this Contract, the Community Solar Garden Operator hereby assigns
to Company all right title and interest of the Community Solar Garden Operator to all RECs arising out of or associated with the
generation of Subscribed Energy. None of the Subscribers to the Community Solar Garden shall receive any RECs associated
with the Subscribed Energy. The Community Solar Garden Operator warrants and represents to the Company that it has or will
have at the time of delivery good and sufficient title to all RECs associated with such Subscribed Energy output and/or the ability
to transfer good and sufficient title of all such RECs to the Company. The Company shall be entitled to all RECs generated by the
Community Solar Garden PV System for such Subscribed Energy while the Community Solar Garden Operator participates in
the service offered in this Contract. The Community Solar Garden Operator hereby automatically and irrevocably assigns to the
Company all rights, title and authority for Company to register the Community Solar Garden Operator's RECs associated with
Subscribed Energy under the terms of this Contract and to and own, hold and manage these RECs associated with the
Community Solar Garden in the Company's own name and to the Company's account, including any rights associated with any
renewable energy information or tracking system that exists or may be established in Minnesota or other jurisdictions (including
PROPRIETARY AND CONFIDENTIAL
but not limited to the United States government) with regard to monitoring, registering, tracking, certifying, or trading such
credits. The Community Solar Garden Operator hereby authorizes Company to act as its agent for the purposes of registering,
tracking and certifying these RECs and the Company has full authority to hold, sell or trade such RECs to its own account of said
renewable energy information or tracking systems. Upon the request of Company from time to time, at no cost to Company, (i)
Community Solar Garden Operator shall deliver or cause to be delivered to Company such attestations / certifications of all
RECs, and (ii) Community Solar Garden Operator shall provide full cooperation in connection with Company's registration of
the Community Solar Garden Operator's RECs under this Contract and certification of RECs. The Company shall own all RECs
arising out of or associated with the generation of Subscribed Energy for all purposes, and be entitled to use them in any manner
it chooses.
15. Miscellaneous. The "Miscellaneous" provisions in the Interconnection Agreement between the Parties addressing the
following issues are incorporated into this Contract and are fully applicable to this Contract as if set forth in full herein. Where
the Interconnection Agreement in the "Miscellaneous" section uses the term "Interconnection Customer ", this shall mean the
Community Solar Garden Operator for purposes of the present Contract. Where the Interconnection Agreement in the
"Miscellaneous" section uses the term "Agreement", this shall mean this Contract for purposes of the present Contract.
A. Force Majeure
B. Notices
C. Assignment
D. Non - Waiver
E. Governing Law and Inclusion of Xcel Energy's Tariffs and Rules
F. Amendment or Modification
G. Entire Agreement
H. Confidential Information
1. Non - Warranty
J. No Partnership
16. Term. The Term of the Contract shall be the same as for the Interconnection Agreement applicable to the Community Solar
Garden, and each shall begin when signed by the Parties and end twenty five (25) years after the Date of Commercial Operation
unless otherwise provided for in this Contract. In the event of termination, or early termination of this Contract, applicable
provisions shall continue in effect after termination to the extent necessary to enforce and complete the duties, obligations or
responsibilities of the Parties arising prior to termination and, as applicable, to provide for final billings and adjustments related
to the period prior to termination, repayment of any money due and owing to either Party pursuant to this Contract.
PROPRIETARY AND CONFIDENTIAL
SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Contract to be executed by their duly authorized
representatives. This Contract is effective as of the last date set forth below.
Community Solar Garden Operator
By:
Name:
Title:
Date:
Northern States Power Company, a Minnesota corporation
By:
Name:
Title:
Date:
PROPRIETARY AND CONFIDENTIAL
Exhibit C
Operation and Maintenance Plan
PROPRIETARY AND CONFIDENTIAL
EXHIBIT C
Operation and Maintenance Plan
Scope of Services
1.1.1 Operator shall have care, custody and control of the System and
shall perform Basic Services as described in Section 1.2 below during each
Contract Year of the Agreement for the fixed Semiannual Fee shown in Exhibit B
"Semiannual Fee and Additional Work Labor Rates ".
1.1.2 In addition to the Basic Services, Operator shall perform additional
O &M services (the "Additional Work ") upon System Owner's request and approval
as described in Section 1.3 "Services Performed as Additional Work" which are in
addition to the Basic Services herein specified. Upon System Owner's written
approval to proceed with Additional Work, Operator shall perform such work in a
timely manner and shall be compensated pursuant to the labor rates shown in
Exhibit B "Semiannual Fee and Additional Work Labor Rates" and for all materials,
equipment, expendables and tool rental at cost plus ten percent (10 %) as further
detailed in Article 5 "Price and Payment ".
1.2 Basic Services
As part of the Basic Services, Operator shall travel to the Site as necessary and
shall provide all labor, tools, software, hardware, material, expendables and
equipment to perform the following:
1.2.1 Routine System Monitoring and Event Notification
1.2.1.1 Through the data acquisition system (DAS) software platform,
System alarms, operating data and performance parameters can be viewed in real
time, recorded and archived to support O &M of the System. On a daily basis
Operator shall monitor the operating conditions and overall performance of the
System through an Internet interface with the System DAS. The alarms generated
by the DAS are classified by their urgency as High Priority, Medium Priority or Low
Priority.
1.2.1.2 As a general rule, Medium Priority and Low Priority alarms do not
represent conditions that are either damaging to the System or that significantly
reduce System output. As such, the Operator shall use information gathered
during daily monitoring of System in conjunction with the monitoring of Medium
and Low Priority Alarms to decide when corrective measures must be instituted to
assure that the DAS is fully functional and the System electrical output does not
drop below the expected weather adjusted output model on a continuous basis.
When such conditions of continuously low electrical output occurs, Operator shall
follow through with corrective measures in the same format used when responding
to a High Priority Alarm.
PROPRIETARY AND CONFIDENTIAL
1.2.1.3 High Priority Alarms represent conditions that are either causing
damage to the System or that are significantly reducing the electrical output of the
System. Upon the occurrence of a High Priority Alarm, the DAS generates an
Event Notification that is automatically and simultaneously delivered to the
Operator and the System Owner via email.
1.2.1.4 Upon receiving an Event Notification, the Operator shall initiate the
Work Order process as described in Section 1.1.2.2 "Work Order Process ". The
Operator shall travel to and from the Site as necessary in response to High Priority
Alarms and the resulting Event Notification, shall investigate the cause of such
alarm and promptly develop a Corrective Action Plan to affect System repair and
communicate same to System Owner through the Work Order process. In the
event that the System repair is the subject of an equipment warranty, Operator
shall provide System repairs through the equipment manufacturer pursuant to the
requirements of Section 1.1.2.3 "Equipment Warranty Maintenance and
Enforcement ". In the event that the System repair requirements are not the subject
of an equipment warranty or system warranty, Operator shall provide to System
Owner a Corrective Action Plan which includes Operator's cost estimate and
schedule to perform the necessary repairs as Additional Work pursuant to Section
1.2 "Service Performed as Additional Work ".
1.2.1.5 For avoidance of doubt, Operator's travel to and from the Site and
the provision of all labor, tools, software, hardware and equipment necessary to
diagnose any System problem, to develop a comprehensive Corrective Action Plan
and to advise System Owner thereof through the use of the Work Order process
shall be provided as part of the Basic Services and paid for through the Semiannual
Fee; regardless of whether the Corrective Action Plan is the subject of a warranty
event or compensated through Additional Work.
1.2.2 Work Order Processing
1.2.2.1 System Owner's PV Solar assets are managed through the use of
an Enterprise Asset Management System (EAMS). The Internet based EAMS
provides a Work Order process which allows for System events to be efficiently
communicated between System Owner and Operator, corrective actions to be
taken and final resolution of a System problem to be documented (refer to Exhibit
A "EAMS Sprocket Guide "). In addition, equipment information pertinent to System
O &M has been provided by the EPCA Contractor (or Operator in the case
described in Section 4.3.2) and loaded into EAMS data files by System Owner with
accessibility by the Operator. Equipment information includes but is not limited to;
(i) System equipment warranty information: (ii) equipment maintenance
procedures; and, (iii) equipment data sheets. In the event that pertinent technical
information is missing from the EAMS data files that could impede Operators
performance of the O &M services, Operator shall notify System Owner who will
promptly update the EAMS with such information.
PROPRIETARY AND CONFIDENTIAL
1.2.2.2 Upon the event of a High Priority Alarm and resulting Event
Notification, Operator shall create a Work Order no later than the next business
day and acknowledge same in the EAMS. In the event that Operator does not
create a Work Order within the stated time frame, the System Owner may (but
shall not be obligated to) create a Work Order on behalf of the Operator. In the
case when the System Owner creates a Work Order, Operator shall acknowledge
said Work Order through the EAMS software within 24 hours. Work Order
acknowledgement shall serve to inform the System Owner that Operator is aware
of the High Priority Alarm and is moving forward with the Work Order process.
1.2.2.3 Operator shall respond to the Event Notification as described in
Section 1.2.1 "Routine System Monitoring and Event Notification" and shall inform
System Owner of the Corrective Action Plan by updating the Work Order in the
EAMS. After obtaining System Owner's approval for Additional Work pursuant to
Section 1.3 "Services Performed as Additional Work" or after confirmation of
warranty coverage pursuant to Section 1.2.3 "Equipment Warranty and
Enforcement ", Operator shall indicate that corrective action is proceeding by
moving the Work Order to an "in progress" status using the EAMS software. Upon
completion of the Corrective Action Plan and restoration of System operation,
Operator shall communicate same to System Owner by documenting all corrective
actions including equipment repair and replacement and then moving the Work
Order process to a "tech complete" status using the EAMS software.
1.2.2.4 The Parties hereby agree that Operator's prompt response to Event
Notifications and the expediency of corrective actions taken to maintain full
electrical output of the System constitutes a material provision of this Agreement;
therefore, in the event that;
a. Operator does not create a Work Order within the next business day after
an Event Notification and System Owner generates said Work Order after
which Operator does not acknowledge System Owner's Work Order within
24 hours; or,
b. Operator does not create a Work Order within the next business day after
an Event Notification and System Owner does not generate said Work
Order and a period of 72 hours elapses after the Event Notification is
received; or,
c. Operator creates a Work Order within the next business day after an Event
Notification and does not diagnose the problem and develop a Corrective
Action Plan within 48 hours after creating the Work Order;
then in addition to all other remedies available under this Agreement, System
Owner may perform the Services associated with the subject Event Notification on
behalf of the Operator by whatever method it may reasonably deem expedient. In
such case, all costs incurred by System Owner (inclusive of System Owner's direct
PROPRIETARY AND CONFIDENTIAL
employee's time) shall be clearly identified, accounted for and presented to
Operator through official notification pursuant to Section 13.3 "Notices ". Said
accounting will include System Owner's calculation of the amount that would have
otherwise been paid to Operator as a result of Additional Work (if any) in
responding to the subject Event Notification. System Owner shall then withhold
from Operator's invoices for Basic Services and /or Additional Work the difference
between the cost incurred by the System Owner to respond on behalf of the
Operator and the amount that would have otherwise been paid by the System
Owner to Operator on behalf of Additional Work.
1.2.2.5 In the event that Operator satisfactorily executes the Work Order
process through development and communication of the Corrective Action Plan
after which, in the sole judgment of the System Owner, Operator fails to diligently
pursue corrective actions to restore the electrical output of the System, then
System Owner may pursue the following course of action.
a. Officially Notify Operator pursuant to Section 13.3 "Notices" identifying the
specific actions that have not been diligently pursued; and,
b. grant a cure period commensurate with the magnitude of the System
problem but in no case less than three (3) business days; and,
c. upon Operator's failure to cure, perform the Services associated with the
subject Event Notification on behalf of the Operator by whatever method
System Owner may reasonably deem expedient.
1.2.2.6 In such case, all costs incurred by System Owner (inclusive of
System Owner's direct employee's time) shall be clearly identified, accounted for
and presented to Operator through official notification pursuant to Section 13.3
"Notices ". Said accounting will include System Owner's calculation of the amount
that would have been paid to Operator as a result of Additional Work (if any) in
responding to the subject Event Notification. System Owner shall then withhold
from Operator's invoices for Basic Services and /or Additional Work the difference
between the cost incurred by the System Owner to respond on behalf of the
Operator and the amount that would have otherwise been paid by the System
Owner to Operator on behalf of Additional Work.
1.2.2.7 Any disputes occurring as a result of System Owner performing
Services on behalf of the Operator pursuant to the above terms and conditions
shall be resolved according to Section 13.1 "Disputes"
1.2.3 Equipment Warranty Maintenance and Enforcement
1.2.3.1 Operator shall monitor, maintain and perform all preventive
maintenance as specified by System equipment manufacturers to assure that all
requirements necessary to maintain validity of System equipment warranties are
upheld and warranties are not voided. This shall include all testing, reporting,
PROPRIETARY AND CONFIDENTIAL
coordination and communication with the manufacturer as well as submitting all
required information and forms and managing /performing the required corrective
maintenance to return the System to full electrical output.
1.2.3.2 In the event of a System malfunction or failure which is the subject
of a warranty claim, Operator on behalf of System Owner shall take all actions
necessary to perfect and enforce the warranty claim. It shall be Operator's
responsibility as part of the Basic Services to expedite and manage the corrective
actions performed by the manufacturer under the warranty claim. Upon completion
of the warranty repairs, Operator shall document actions taken and results
achieved by updating the subject Work Order and warranty documentation files
through the EAMS software.
1.2.4 Annual Calibration of Electric Revenue Meter
Operator shall perform an annual calibration of the electric revenue meter used to
create Customer invoices. Annual calibration must be performed by an
independent technician who has a valid National Electrical Testing Agency (NETA)
certification with at least two years of experience calibrating similar equipment.
The calibration equipment shall be certified as accurate with calibration certificate
traceability back to the National Institute of Standards and Technology (NIST).
1.2.5 System Performance Reports
1.2.5.1 Operator shall prepare and submit to System Owner two System
performance reports each year. Each report shall be submitted within 15 business
days after each full 6 month period of System operation; or, on such other date as
mutually agreed between the Parties. The report first submitted after 6 months of
System operation and every 12 month period thereafter shall herein be referred to
as the Six Month Report. The report first submitted after 12 months of System
operation and every 12 month period thereafter shall herein be referred to as the
Annual Report. Submittal of the Six Month Report and the Annual Report shall be
a condition precedent to System Owner's payment as further described in Article
5 "Price and Payment ".
1.2.5.2 The Six Month and Annual Reports will consist of the following
minimum requirements which are further defined below and which shall be
presented in a format acceptable to System Owner. Within reasonable limits,
System Owner reserves the right to increase or decrease reporting requirements
in order to improve System monitoring and early identification of System problems.
Six Month
Annual
Report
Report
1. Visual and Mechanical Inspection and Checklist X X
2. Issue Identification & Digital Picture Record X X
PROPRIETARY AND CONFIDENTIAL
3. Performance Summary (Actual vs PVSyst vs Weather X X
Adjusted Output Model)
4. Equipment Manufacturer Annual Maintenance Checklist ** X
5. IV Curve Trace Report X
6. IRT Thermal Imaging of Equipment X
and
** Performed after first 6 month and 12 month period of System operation
annually thereafter or as specified by equipment manufacturer
1.2.5.3 Visual and Mechanical Inspection and Checklist
Visual and mechanical inspections shall be made and documented by filling out
the Visual and Mechanical Inspection Checklist attached hereto as Exhibit C which
shall become an integral part of the report. This shall include a visual and
mechanical inspection of the Site and all System components in order to verify that
the System is operating safely and that there are no conditions that are dangerous
to personnel or that will impair the continuing efficient operation of the System. If
such conditions are identified, the Operator shall take action to correct such
conditions in the same format as described in Section 1.2.1 "Routine System
Monitoring and Event Notification" when responding to a High Priority Alarm.
1.2.5.4 Issue Identification & Digital Picture Record
When responding to an Event Notification and performing corrective actions,
Operator will maintain a photographic record showing the conditions before and
after corrective action was taken. Such photographic record shall be included in
the report accompanied by comments concerning whether or not the recorded
issue constitutes a recurring problem and its current status if such issue is being
monitored on an ongoing basis.
1.2.5.5 Performance Summary (Actual vs PVSyst Model)
Through the use of the DAS software platform, Operator shall provide a printout of
System performance for the last 12 months of System operation. The System
performance printout (see Exhibit D "Example System Performance Printouts ")
shall in graphical form compare the actual /measured monthly kWh output to both
the forecast/expected kWh output and the weather - adjusted /modeled kWh output.
Operator shall provide a brief analysis concerning the circumstances occurring
when actual kWh output does not favorably compare with the forecast and
weather - adjusted outputs.
1.2.5.6 Equipment Manufacturer Annual Maintenance Checklist
PROPRIETARY AND CONFIDENTIAL
System Owner's EAMS includes electronic files of the equipment manufacturer's
annual maintenance checklists which Operator must complete in order to maintain
equipment warranties. Operator shall print out and complete said checklists on an
annual basis or as otherwise specified by the equipment manufacturer to assure
compliance with the warranty requirements. Completed checklists shall be
included in the report.
1.2.5.7 IV Curve Trace Report
Operator shall perform current voltage (IV) curve traces on all PV module strings
with instantaneous recording of irradiance and cell temperature. IV Curve traces
for each string will be compiled and compared to other strings making up the PV
array and to modeled IV curves in order to highlight underperforming strings,
mismatched strings, and module degradation beyond manufacturer specifications.
IV Curve Traces shall be accompanied by comments to identify such highlighted
anomalies and any recommended actions. The IV Curve Traces shall be
compared to IV Curve Traces from previous years to monitor PV module
degradation.
1.2.5.8 IRT Thermal Imaging of Equipment
Operator shall perform infrared thermography (IRT) thermal imaging of cells of
each PV module in order to identify hot spots which indicate inefficient electrical
production. In addition IRT thermal imagining shall be performed on all electrical
connections and electrical equipment where the identification of thermal patterns
can be used to locate a problem or diagnose an inefficient or dangerous condition
such as a loose connection or an overloaded electrical circuit. When hot spots are
identified, IRT thermal imaging pictures shall be included in the report with
comments diagnosing problems that need to either be addressed through
corrective action or monitored on a routine basis.
1.2.6 Annual Budget
1.2.6.1 Operator shall prepare an Annual Budget for each Contract Year
reflecting the forecast cost to System Owner that is anticipated on behalf of the
Basic Services, Additional Work and any other costs that are anticipated to assure
continuous operation of the System. The first Annual Budget shall be prepared
and submitted to System Owner within 15 business days after substantial
completion of the System or within 15 business days after the Effective Date of this
Agreement, whichever is later.
1.2.6.2 The first Annual Budget shall be prepared in collaboration between
the Parties to identify costs that are anticipated to be incurred based on experience
with other operating PV solar systems of similar type and size. The second and
subsequent Annual Budgets shall be refined using the costs associated with
PROPRIETARY AND CONFIDENTIAL
previous years O &M costs and through monitoring of System equipment in
anticipation of replacement or repair.
1.2.6.3 At a minimum, the Annual Budget will include the cost of the
Semiannual Fee on behalf of Basic Services to be provided plus a forecast for
each of the following:
1. Labor to be expended under Additional Work showing the
anticipated activities to be performed, an estimated number of hours
to be expended and the labor category to be engaged to perform
such activity
2. Cost of third party contractors engaged to perform specialized
services on behalf of the Site or System
3. Expenditures for equipment repair and replacement not included
under manufacturer's warranties
4. Expenditures for miscellaneous requirements identified as a result
of situations and conditions that are unique to the System and its
location
5. Costs of taxes, permits or other licensing fees or charges associated
with governmental authorities having jurisdiction by virtue of Site
location
1.2.6.4 The Parties will review the proposed Annual Budget after which
Operator will incorporate any modifications requested by System Owner inclusive
of modifications to the presentation format.
1.2.6.5 Notwithstanding the foregoing, the Parties acknowledge and agree
that the Annual Budget is a forecast and shall not be used as a pre- authorization
by Operator to proceed with Additional Work or any other activities not included in
the Basic Services regardless of such Additional Work or activities being
specifically identified in the Annual Budget. For avoidance of doubt, any Services
to be performed by the Operator that are not included in the Basic Services shall
require prior written approval by the System Owner.
1.2.7 Permits
As part of the Basic Services, Operator shall take all measures necessary
to obtain any permits and /or authorizations that may be required by the federal,
state, county, municipality or other governing entity for the continuing operation of
the System. Direct fees of such permits and /or authorizations shall be reimbursed
to Operator as Additional Work pursuant to Section 1.3 below. Operator shall
provide System Owner with one (1) hard copy and one (1) electronic copy of all
PROPRIETARY AND CONFIDENTIAL
permits or authorizations issued by the governing entity on behalf of the continuing
operation of the System.
1.3 Services Performed as Additional Work
All Services performed by the Operator that are not included as part of the
Basic Services as identified in Section 1.2 above shall be performed upon System
Owner's request and written approval as Additional Work. Operator hereby agrees
to perform Services reasonably requested by System Owner as Additional Work
regardless of such Services being identified in the following list of Additional Work
Services. Upon System Owner's request and approval, Operator shall promptly
perform Additional Work after which it shall invoice System Owner for labor
charges pursuant to the labor rates established in Exhibit B "Semiannual Fee and
Additional Work Labor Rates" and for all materials, equipment, expendables and
tool rental at cost plus ten percent (10 %) as further detailed in Article 5 "Price and
Payment ".
The following Services shall be included as Additional Work under this Agreement:
1.3.1 Corrective Maintenance
All corrective action performed in response to Notification Events as defined in
Section 1.2.1 "Routine System Monitoring and Event Notification" that are not the
subject of a warranty repair shall be performed as Additional Work. This shall
include execution of the Corrective Action Plan and repairing of affected equipment
after troubleshooting, diagnosing and development of the Corrective Action Plan
has been completed as part of the Basic Services. With the prior written approval
of System Owner Operator may procure used and /or refurbished equipment and /or
parts, when appropriate.
1.3.2 General Requests for Information (RFIs)
From time to time, System Owner may require System information in addition to
that already supplied under the requirements of the Basic Services. When System
Owner requests such additional information and as a result, Operator is required
to perform Services such as conducting System tests, writing reports, making Site
visits or performing other related activities, all such Services shall be performed as
Additional Work.
1.3.3 Solar PV Module Cleaning
Operator shall establish a System PV module cleaning schedule in accordance
with equipment manufacturer's recommended time frames and specified cleaning
procedures. Prior to cleaning the PV modules, Operator shall request System
Owner's approval to proceed with the cleaning which shall be invoiced as
PROPRIETARY AND CONFIDENTIAL
Additional Work. In addition Operator shall monitor and recommend to System
Owner any special cleaning needs that the PV modules may require as a result of
conditions that may exist due to System installation or Site conditions. Operator
and System Owner will agree to the timing of the cleaning to minimize disruption
to Host and System generation.
iii RCIE,W.1351ftC M 1114MMKO iiil
Operator will establish a timeframe for cutting the grass and maintaining other plant
material growth in order to maintain the Site property in aesthetically similar
condition to the surrounding properties. Operator and System Owner shall agree
on the timing of the grass cutting to minimize disruption to the Host and to System
generation. Upon System Owner's approval, Operator will cut the grass and
maintain plant growth in accordance with the established plan, all of which shall be
invoiced as Additional Work.
1.4 General Reauirements in Performance of Services
1.4.1 Personnel Standards
Operator shall provide and make available as necessary all such labor and
professional, supervisory and managerial personnel as are required to perform the
Services hereunder. Operator shall take all measures necessary to assure that
the personnel have full knowledge and experience concerning the performance of
the Services which shall be performed in accordance with Prudent Industry
Practice. All individuals employed and or assigned by Operator in the performance
of the Services shall be employees or subcontractors of Operator and as such, all
matters including but not limited to working hours, rates of compensation, work
rules and terms and conditions of subcontracts shall be determined solely by
Operator. Operator shall have full authority and responsibility and shall retain
control over its employees and subcontractors in connection with the performance
of its obligations hereunder. Upon System Owner's reasonable instructions
delivered in writing, Operator shall remove and restrict from the Site Operator
employees or subcontractors which System Owner has identified to be incapable
of performing the assigned work in a professional manner or that are otherwise
disruptive to the Host's operations or the operation of the System.
1.4.2 Cooperation with Host
System Owner and Operator shall meet with Host as soon as reasonably
possible after the Effective Date of this Agreement for introductions, review of
contractual obligations, and to familiarize Operator personnel with Host rules as it
pertains to operations on the Site including the requirement for access set forth in
Section 4.4 "Care Custody Control and Access to Site and System ". Operator shall
cooperate and coordinate with System Owner and Host personnel in connection
with Operator's performance of the Services. System Owner shall be informed of
any communication between Operator and Host that may be pertinent to the O &M
PROPRIETARY AND CONFIDENTIAL
of the System and shall be copied by Operator on all written correspondence
occurring between Operator and Host.
1.4.3 Emergency Action
In the event of an Emergency, Operator shall, in accordance with the
reporting and communication requirements set forth in Section 4.4 "Care Custody
Control and Access to Site and System ", notify System Owner of the nature of
such Emergency, the proposed remedial measures and the probable duration of
the Emergency. In the case of such Emergency, Operator shall immediately act
in accordance with Prudent Industry Practice to prevent or overcome the threat of
injury to persons or damage to property or to minimize the adverse consequences
thereof after which Operator shall comply with System Owner instructions.
1.4.4 Safety and Interference of Existinq Operations
Operator shall comply with all applicable laws and applicable procedures
otherwise in effect at the Site regarding safety, security and fire protection to
prevent accidents and injuries to persons or damage to property on or about the
Site. Operator shall perform the Services at all times in a manner to optimize the
safe, reliable and efficient operation of the System and in accordance with the
Operator's safety manual and any applicable Host or System Owner safety rules
and requirements. Operator acknowledges Host operations that are or may be
performed at the Site, and Operator shall perform the Services in a manner that
minimizes any interference with such Host operations.
Section 1.1.1 1.4.5 Hazardous Materials
Section 1.1.2 Operator shall use and dispose of any
"hazardous materials" (as such term is defined in any applicable federal or state
environmental laws) that it brings to the Site in accordance with all applicable
laws.
1.4.6 Inspections
Section 1.2 Upon inspection, System Owner shall have the
right to reject defective materials, parts and equipment supplied by
the Operator and require rework or repair at System Owners sole
discretion in conformance with this Agreement. All rejected material
parts, equipment or workmanship which shall be repaired shall have
a repair procedure developed by the Operator and submitted to
System Owner for review and comment prior to implementation.
This procedure will insure that the quality and expected life of the
repaired materials, parts, equipment or workmanship are similar to
what would be expected had they been replaced.
PROPRIETARY AND CONFIDENTIAL
Exhibit D
Solar Rewards Community Subscriber Agency Agreement and Consent Form
PROPRIETARY AND CONFIDENTIAL
Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR
SOLAR*REWARDS COMMUNITY (Continued)
Attachment "A°
Solar" Rewards Community
Subscriber Agency Agreement and Consent Form
Section No. 9
Original Sheet No. 89
The undersigned ("Subscriber) has a Subscription to the following Community Solar Garden:
Commun €ty Solar Garden Name: Community Solar Garden Address:
Johnson I CSG LLC 46.875 Oriole Alnewle
SRC049574 Lindstorm, MN 55045
Community Solar Garden Operator: Community Solar Garden contact
Tohnson I CSG LLC information for Subscriber questions and
complaints:
Subscriber Name:
City of Columbia Heights
Subscriber's Account Number with
Northern States Power Company:
See Exhibit I
Address (if different from above);
5 Riva Rnarl iisite 2DD1
Annapolis, Maryland
Telephone numbe,443- 569 -8260
Email address: lgillis @newenergyec}ucom
Web Site URL:
Subscriber Service Address where
receiving electrical service from Northern
States Power Company:
See Exhibit I
(Continued on Sheet No. 9 -90)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S: \G eneral- Offices- GO -011PS F\RA\ Rates \CunentNn_elecVA e_9_OB9.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR Section No. 9
SOLAR *REWARDS COMMUNITY (Continued) Original Sheet No. 90
By signing this Solar *Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees
to all of the following:
1. Assignment of Renewable Energy Credits ( "RECs "), Energy and Capacity to Northern States Power
Company. a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority
to assign all energy produced and capacity associated with the photovoltaic energy system at the Community Solar
Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity
associated with the Subscriber's share of the photovoltaic energy system at the Community Solar Garden shall
belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator
has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to
Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has
assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber's share of the
photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company.
2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement
that Northern States Power Company makes no representations concerning the taxable consequences to the
Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the
Community Solar Garden.
(Continued on Sheet No. 9-91)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S:1General -Offices- GO- 011PSRRAXRates %CunentWln elecWe 9 090.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR
SOLAR *REWARDS COMMUNITY (Continued)
Section No. 9
Original Sheet No. 91
3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all
production risk factors, such as grid - failure events or atypically cloudy weather, are within the Community Solar
Garden Operator's control.
4. Information Sharing. Participating in the Solar *Rewards Community Program will require sharing
Subscriber's Account Information (name, account number, service address, telephone number, email address,
web site URL, information on Subscriber participation in other distributed generation serving the premises of the
Subscriber, Subscriber specific Bill Credit(s)) and Subscriber's Energy Use Data (the past, present and future
electricity usage attributable to the Subscriber for the service address and account number identified for participation
in the Community Solar Garden). The following outlines the type of information that will be shared, and how that
information will be used.
a. Subscriber's Account Information and Subscriber Energy Usage Data. The Subscriber authorizes
Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar
Garden Operator's designated subcontractors and agents) with the Subscriber's Account Information and
Subscriber's Energy Usage Data as described in Section 4 above. This information is needed to allow the
Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the
Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power
Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its
Solar *Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant
Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and
Consent Form. These privacy policies include definitions of "Subscriber's Account Information" and "Subscriber's
Energy Usage Data."
(Continued on Sheet No. 9 -92)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S:\General -Offices -G01111PSF\RA \Rates \Current\Mn elec\Me 9 091.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR Section No. 9
SOLAR *REWARDS COMMUNITY (Continued) Original Sheet No. 92
4. Information Sharing. (Continued)
b. Subscriber's Subscription Information: The Subscriber authorizes the Community Solar Garden Operator
to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber's name,
service address, and account number) and detailing the Subscriber's proportional share in kilowatts of the Community
Solar Garden and to provide additional updates of this information to Northern States Power Company as
circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill
Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to
allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their
involvement in the Solar *Rewards Community Program. The Community Solar Garden Operator shall not disclose
Subscriber information in annual reports or other public documents absent explicit, informed consent from the
Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to
fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory
requirement, or upon explicit, informed consent from the Subscriber.
c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden
may be publicly disclosed to support regulatory oversight of the Solar *Rewards Community Program. This includes
annual reports available to the public related to specific Community Solar Gardens, including but not limited to
production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber
groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential
changes to the Solar *Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the
application process. Aggregated information will not identify individual Subscribers or provide Subscriber- Specific
Account Information, Subscriber - Specific Energy Usage Data or Subscriber - specific Bill Credits unless a Subscriber
provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be
possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The
Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The
Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar *Rewards
Community Program without first providing notice and obtaining further consent, unless the aggregated information is
otherwise available as public information. The policies of Northern States Power Company related to sharing
aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards
Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the
Community Solar Garden Operator pursuant Section 3 above.
d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the
Community Solar Garden Operator and Northern States Power Company are authorized to provide any information
they possess related to the Subscriber or the Subscriber's participation in the Community Solar Garden to the
Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of
Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company
and of the Solar *Rewards Community Program.
(Continued on Sheet No. 9 -93)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S: 1General-0 ffices -G0 -011PSF\RAtRatesVCunent\Mn elecWe 9 092.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR Section No. 9
SOLAR'REWARDS COMMUNITY (Continued) Original Sheet No. 93
4. Information Sharing. (Continued)
e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any
steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber's Account
Information, the Subscriber's Energy Usage or the Bill Credits received pertaining to the Subscriber's participation in
the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate
release of Subscriber's Account Information and Subscriber's Energy Use Data.
f. Duration of Consent. The Subscriber's consent to this information sharing shall be ongoing for the Term
of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the
Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator
notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the
Subscriber's consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of
time during which the Subscriber had a Subscription to the Community Solar Garden,
g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until
and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999 1CI-
12 -1344, or other MPUC Order. Northam States Power Company shall file necessary revisions to its tariffs and
contracts within thirty (30) days of such Order.
Subscriber's Name: City of Columbia Heights
Subscriber's Signature: " �!
Date: Ald v 2 Z 2 C' i 7
(Continued on Sheet No. 9 -94)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S:1 General- OfflowGO -01WSFlRA1Ralea\Currentwln eler,Wi 9 093.doe
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR
SOLAR *REWARDS COMMUNITY (Continued)
Section No. 9
Original Sheet No, 94
Exhibit 1 to
Attachment "A" to
Solar *Rewards Community Subscriber Agency Agreement and Consent Form
Data Privacy Policies of Northern States Power Company Pertaining to
the Solar *Rewards Community Program
The data privacy policies of Northern States Power Company pertaining to the Solar *Rewards Community Program are as
follows and may be changed from time to time as filed in the Company's tariff or as otherwise may be authorized by the
Minnesota Public Utilities Commission ( "MPUC "):
Definitions
Unless indicated otherwise, the same definition and meaning of terms in this document are the same as contained in the
Standard Contract for Solar *Rewards Community. For ease of reference, here are some of the specific definitions:
"Company" means Northern States Power Company, a Minnesota corporation, and its affiliates and agents.
"Subscribed Energy" means electricity generated by the PV System attributable to the Subscribers' Subscriptions and
delivered to the Company at the Production Meter on or after the Date of Commercial Operation.
"Subscriber" means a retail customer of the Company who owns one or more Subscriptions of a community solar
garden interconnected with the Company.
"Subscriber's Account Information' consists of the Subscriber's name, account number, service address, telephone
number, email address, web site URL, information on Subscriber participation in other distributed generation serving
the premises of the Subscriber, and Subscriber specific Bill Credit(s).
"Subscriber's Energy Usage Data" includes the past, present and future electricity usage attributable to the
Subscriber for the service address and account number identified for participation in the Community Solar Garden.
(Continued on Sheet No. 9 -95)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002 /M -13 -867 Order Date: 09 -17 -14
S:\ GeneralOffices-GO- 01\PSFIRA \RateslCurrent\Mn eleclMe 9 094.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO.2
STANDARD CONTRACT FOR
SOLAR *REWARDS COMMUNITY (Continued)
Overview
Section No. 9
Original Sheet No. 95
This section addresses how Subscriber's Account Information and Subscriber's Energy Usage Data will be collected, used
and shared as part of participation in the Solar *Rewards Community Program.
1. How Subscriber's Account Information and Energy Usage Data Will Be Exchanged
a. Subscriber Specific Information
Once a Subscriber has executed a Subscriber Agency Agreement and Consent Form, an ongoing data exchange will occur
between the Company and a Community Solar Garden Operator (and their designated subcontractors and agents):
(i) The Company will disclose the following Subscriber - specific information to the Community Solar Garden
Operator:
• Subscriber's Account Information
• Subscriber's Energy Usage Data
• Bill credits
(ii) The Community Solar Garden Operator will disclose to the Company the following Subscriber - specific
information:
• Subscriber's Account Information
• Community Solar Garden Allocation for each Subscriber's Subscription stated in kW
• Production data related to the PV System
• Monthly Subscription Information
b. Aggregated Subscriber Information
Aggregated Subscriber information will be reported as part of Permitted Public Reporting, outlined in Section 2(b) below.
lk
To be considered "aggregated" the reported information must include information attributable to all Subscribers
participating in a specific Solar *Rewards Community program site, which based on program requirements will contain a
minimum of five Subscribers. Depending on the nature of the aggregated information, however, from this information alone
or in combination with other publicly available information it may still be possible to infer the amount of production attributed
to individual Subscribers to the Community Solar Garden. N
(Continued on Sheet No. 9 -96)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S:1 Generel-0 ffices- GO -01TSF1RA1Rates\CurrentlMn elec \Me 9 095.doc
Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR Section No. 9
SOLAR *REWARDS COMMUNITY (Continued) Original Sheet No. 96
2. How Subscriber's Information Will Be Used
The following outlines how the Subscriber's Account Information and Subscriber Energy Usage Data will be used as part of
the Solar *Rewards Community Program.
Program Management
As part of administering the Solar *Rewards Community program, the Solar Garden Operator and the Company may
provide information related to the Subscriber and /or the Community Solar Garden to:
• the MPUC
• the Minnesota Department of Commerce
• the Minnesota Office of Attorney General
• Other governmental or private entities as required by law or regulation
Additionally, as part of administering the Solar *Rewards Community program, the Company may share Subscriber's
Account Information and Subscriber's Energy Usage Data to service providers, agents, or contracted agents who support
the program on its behalf. The Company prohibits these service providers from using or disclosing the Subscriber's
information except as necessary to perform these specific services or to comply with legal requirements. More information
about the Company's general privacy practices is explained in its Privacy Policy available on www,xcetenerciv.com.
b. Permitted Public Reporting
The Subscriber's Energy Usage Data of each participating Subscriber to a Community Solar Garden will be combined and
reported in the aggregate by the Community Solar Garden Operator in its annual report on the Solar *Rewards Community
program. The identity of specific Subscribers, the specific Subscriber's Account Information, Subscriber's Energy Usage
Data and Subscriber - specific Bill Credit will not be listed in the public annual report unless the Subscriber has provided the
Community Solar Garden Operator with prior written consent.
Per the requirements of the MPUC, the Company will provide to the MPUC annual reports which will include information or
data requested by the MPUC or Minnesota Department of Commerce, including the following:
• Reporting on Solar *Rewards Community program costs, including an analysis of the deposit, application,
participation and metering fees and further justification for these fees going forward;
• Reporting on the Solar *Rewards Community Gardens, including but not limited to size, location and the type of
Solar *Rewards Community subscriber groups;
• Reporting on known complaints and the resolution of these complaints;
• A copy of each contract signed with a Community Solar Garden Operator, if not previously filed;
• Lessons learned and any potential changes to the program;
• Report on bill credits earned and paid; and the
• Application process
(Continued on Sheet No. 9 -97)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S:\ General-Offices- GO- 01TSRRA1Rates \CunentlMn elecWe 9 096.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR Section No. 9
SOLAR *REWARDS COMMUNITY (Continued) 1st Revised Sheet No. 97
2. How Subscriber's Information Will Be Used (Continued)
C. Prohibited Reporting or Sharing
Except as otherwise provided in this document, the Company will not disclose the Subscriber's Account Information,
Subscriber's Energy Usage Data or Subscriber - specific Bill Credits to a third party without first obtaining the Subscriber's
written consent.
Any requests by the Community Solar Garden Operator to the Company for information about a Subscriber that is not
Subscriber's Account Information or Subscriber's Energy Usage Data will require execution of a separate written consent
by the Subscriber. Notwithstanding the previous statement, the Company will not provide the Community Solar Garden
Operator with the Subscriber's Social Security Number unless directed to do so by the MPUC or Minnesota Department of
Commerce or compelled by law or regulation.
3. Subscriber Data Access and Correction
The following outlines what information is available to the Subscriber from the Company and the Community Solar Garden
Operator, and methods of correcting any inaccuracies.
a. Information Available from the Company
Subscribers can contact the Company's call center to obtain information pertaining to their specific Bill Credit attributable to
their participation in Solar *Rewards Community Program. The correction of any allocation of previously - applied Bill Credits
among Subscribers or payments to the Community Solar Garden Operator for Unsubscribed Energy, pertaining to a
particular month due to any inaccuracy reflected in such Monthly Subscription Information with regard to a Subscriber's
Subscription in the PV System and the beneficial share of photovoltaic energy produced by the PV System, or the share of
Unsubscribed Energy, shall be the full responsibility of the Community Solar Garden Operator, unless such inaccuracies
are caused by the Company.
Subscribers may also obtain from the Company the following information related to the Solar *Rewards Community
Program without obtaining written consent from the Community Solar Garden Operator:
• Community Solar Garden Address
• Operator name
• Nameplate capacity
• Production data related to the PV system
• Bill Credit Rate and total amount of Bill Credits applied to the PV System
• Any other information pertaining to the Subscriber's Subscription
Other information regarding the Community Solar Garden Operator known to the Company will not be disclosed unless the
Subscriber obtains prior explicit informed consent from the Community Solar Garden Operator or unless directed to do so
by the MPUC or Minnesota Department of Commerce or compelled by law or regulation.
(Continued on Sheet No. 9 -98)
Date Filed: 07 -21 -16 By: Christopher B. Clark Effective Date: 08 -11 -16
President, Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 06 -21 -16
T
Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO.2
STANDARD CONTRACT FOR
SOLAR *REWARDS COMMUNITY (Continued)
3. Subscriber Data Access and Correction (Continued)
b. Information Available from the Community Solar Garden Operator
Section No. 9
Original Sheet No. 98
Subscribers and prospective subscribers can contact the Community Solar Garden Operator to obtain the following
information:
• Future costs and benefits of the Subscription, including:
i. All nonrecurring (i.e., one -time) charges;
ii. All recurring charges;
iii. Terms and conditions of service;
iv. Whether any charges may increase during the course of service, and if so, how much advance
notice is provided to the Subscriber;
v. Whether the Subscriber may be required to sign a term contract;
vi. Terms and conditions for early termination;
vii. Any penalties that the Community Solar Garden may charge to the Subscriber;
viii. The process for unsubscribing and any associated costs;
ix. An explanation of the Subscriber data the Community Solar Garden Operator will share with
Northern States Power Company and that Northern States Power Company will share with the
Community Solar Garden Operator;
x. The data privacy policies of Northern States Power Company and of the Community Solar
Garden Operator;
A. The method of providing notice to Subscribers when the Community Solar Garden is out of
service, including notice of estimated length and loss of production;
Al. Assurance that all installations, upgrades and repairs will be under direct supervision of a
NABCEP- certified solar professional and that maintenance will be performed according to
industry standards, including the recommendations of the manufacturers of solar panels and
other operational components;
Ali. Allocation of unsubscribed production; and
xiv. A statement that the Community Solar Garden Operator is solely responsible for resolving any
disputes with Northern States Power Company or the Subscriber about the accuracy of the
Community Solar Garden production and that Northern States Power Company is solely
responsible for resolving any disputes with the Subscriber about the applicable rate used to
determine the amount of the Bill Credit.
• Copy of the contract with Northern States Power Company for the Solar *Rewards Community Program
• Copy of the solar panel warranty
• Description of the compensation to be paid for any underperformance
• Proof of insurance
• Proof of a long -term maintenance plan
• Current production projections and a description of the methodology used to develop production projections
• Community Solar Garden Operator contact information for questions and complaints
• Demonstration to the Subscriber by the Community Solar Garden Operator that it has sufficient funds to operate
and maintain the Solar *Rewards Community Program
(Continued on Sheet No. 9 -99)
Date Filed: 09 -30 -13 By: David M. Sparby Effective Date: 09 -17 -14
President and CEO of Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date: 09 -17 -14
S:tGeneral- Offices- GO- 01 \PSF\RAIRates \Current\Mn elec\Me 9 098.doc
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Northern States Power Company, a Minnesota corporation
Minneapolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2
STANDARD CONTRACT FOR
SOLAR*REWARDS COMMUNITY (Continued)
Subscriber Data Access and Correction
Section No. 9
1st Revised Sheet No. 99
b. Information Available from the Community Solar Garden Operator (Continued)
The Community Solar Garden Operator is solely responsible for the accuracy of the Subscriber's share of the Community
Solar Garden production information forwarded to the Company, and should resolve with the Subscriber any dispute
regarding the accuracy of such information.
Subscribers can submit comments to the Company on the accuracy and completeness of its annual report by contacting
SRCM N@xcelenergy.com.
4. Data Retention
The Company will retain the Subscriber's Account Information, Subscriber's Energy Usage Data and information on Bill
Credits for as long as required under applicable law.
Date Filed: 07 -21 -16 By: Christopher B. Clark Effective Date:
President, Northern States Power Company, a Minnesota corporation
Docket No. E002/M -13 -867 Order Date:
08 -11 -16
06 -21 -16
T
EXHIBIT F
ENERGY PRICE
PPA Rate: $.1130 /kWh
Annual Escalation Rate: 0%
Contract Year
Energy Price ($/kWh)
1
$0.1130
2
$0.1130
3
$0.1130
4
$0.1130
5
$0.1130
6
$0.1130
7
$0.1130
8
$0.1130
9
$0.1130
10
$0.1130
11
$0.1130
12
$0.1130
13
$0.1130
14
$0.1130
15
$0.1130
16
$0.1130
17
$0.1130
18
$0.1130
19
$0.1130
20
$0.1130
21
$0.1130
22
$0.1130
23
$0.1130
24
$0.1130
25
$0.1130
PROPRIETARY AND CONFIDENTIAL
EXHIBIT G
Calculation of Estimated Benefits to Subscriber
Included in Separate PDF
NOTWITHSTANDING THIS CALCULATION OF ESTIMATED BENEFITS,
OPERATOR DOES NOT GUARANTY THE PERFORMANCE OF THE
PROJECT AND SHALL NOT BE LIABLE FOR ANY SHORTFALL IN BENEFITS
TO SUBSCRIBER.
PROPRIETARY AND CONFIDENTIAL
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EXHIBIT H
Name and Location of CSG Solar Gardens
CSG Site Name: Johnson I CSG LLC
CSG Site Address: 36875 Oriole Avenue
CSG Site City, State, Zip: Lindstorm, MN 55045
CSG Xcel Application #:SRC049574
System Size: 1,426,590 Watts DC
Estimated Completion Date: December 31, 2017
PROPRIETARY AND CONFIDENTIAL
EXHIBIT I
Subscriber's Utility Account
Debtor
Premise
Address
4159573
302158779
3998 UNIVERSITY AVE
302204230
4100 CENTRAL AVE
302378904
4650 CHATHAM RD
302416793
637 38TH AVE
302488486
3980 POLK ST
302530068
4390 CENTRAL AVE
302556090
4633 IVANHOE PL
302642271
637 38TH AVE
302651812
2330 ARGONNE DR
302682136
1425 45TH AVE
302693621
4748 JEFFERSON ST
302711448
1345 45 1/2 AVE
302716193
805 51ST AVE
302745983
975 40TH AVE
302770477
4653 CENTRAL AVE
302803324
4301 STINSON BLVD
302804981
4759 WASHINGTON ST
302891302
4956 JOHNSON ST
302933391
4490 CENTRAL AVE
303019713
4757 7TH ST
303034587
1013 41ST AVE
303103005
3965 JEFFERSON ST
303159329
913 40TH AVE
303179861
4400 RESERVOIR BLVD
303200553
4333 2ND ST
303214384
5000 CENTRAL AVE
303269359
647 38TH AVE
303341721
4400 UNIVERSITY AVE
303438187
4101 STINSON BLVD
303463641
3702 STINSON BLVD
303479952
4100 CENTRAL AVE
303746484
1271 CIRCLE TERRACE BLVD
303807617
3901 STINSON BLVD
303825565
80 39TH AVE
304144718
3965 JEFFERSON ST
4350334
302178204
530 MILL ST
4436024
303618490
5225 UNIVERSITY AVE
4697130
302380831
530 MILL ST
5047554
304182730
825 41ST AVE
7085831
302598734
590 40TH AVE
8335212
304096347
2105 37TH AVE
8335213
304096348
4950 CENTRAL AVE
11039127
304535772
530 MILL ST
11136455
304553072
3939 CENTRAL AVE