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HomeMy WebLinkAbout2018-28432018 -2843 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 follovAn' 16b'dt'ion'(s)`(hd66inafter "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 PROPRIETARY AND CONFIDENTIAL Utility 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 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. Ill. UTILITY AGREEMENT PROPRIETARY AND CONFIDENTIAL 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. 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. PROPRIETARY AND CONFIDENTIAL 5.2 Installation, operation, repairs and maintenance of Project's solar equipment shall be under the supervision of NABCEP certified professionals 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. PROPRIETARY AND CONFIDENTIAL 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 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. PROPRIETARY AND CONFIDENTIAL 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 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. PROPRIETARY AND CONFIDENTIAL 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 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 VIII. 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, PROPRIETARY AND CONFIDENTIAL 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 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 project 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 Party: 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. PROPRIETARY AND CONFIDENTIAL 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. 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 PROPRIETARY AND CONFIDENTIAL 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 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 PROPRIETARY AND CONFIDENTIAL 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. 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 XVI11. MISCELLANEOUS 18.1 This Agreement constitutes the relating to the Project and Subscription written understandings. entire agreement among the Parties and supersedes any and all prior oral or 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. PROPRIETARY AND CONFIDENTIAL 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 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: OPERATOR: New Energy iuity LLC NAME: 7\ X" '- L11 I TITLE: cE 0 DATE: 12-0 SUBSCRIBER City of Colu is Heights _ j NAME: ti TITLE: magor DATE: NOV 2 (( / 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. 2.1 louse rower. 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 of l.nss. and Warranty ofTitle. 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 Compliance. 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. Proiect 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. ARVI ication Fee. 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 I. D" eposit. 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 6.1) 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. Inverter Capacity. 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 Repair oflhe 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 or 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 Dcpartment of Commerce. and Minnesota Office of the Attornew Geneml. 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. Now 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. ire uirements ARPlicabic to the CSG Application System. The Community Solar Garden Operator must comply with all of the following: A. Required use of the CSG Application ystcm. 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 Information. 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 Subscriber 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. Res„ponsibitity_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. Limitation of Liability 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 Energy 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. §§ 216C.411 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 Energy Credits ( RECs). "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 off -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 -BETS 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 of 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 I. 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 Fvent 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 Processinq 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 Report s 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 (RFls) 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 Clean 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. 1.3.4 Additional Grass Cutti 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 Existing 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: Community Solar Garden Name: johnsoll II C SG 1 1 C SRC049575 Community Solar Garden Address: 12169 375th Street North rant , MN 55056 Community Solar Garden Operator: Community Solar Garden contact Johnson iI CSG LLC information for Subscriber questions and complaints: Subscriber Name: Subscriber's Account Number with Northern States Power Company: See Exhibit Address (if different from above); 2530 Riva Road Suite 200 Annapolis, Md 21401 Telephone number:443 -569 -8260 Email address: lgillis @newenergyequity, 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: \General - Offices- GO -01 \PSFM \Rates \CurtentWn elecWe 9 089.doc N 1 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. 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 Enencly Credits CRECO. Energy and Ca aci 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 Imolications. 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:IGeneral- Offices- GO -011PS FARA1Rates\CurrentW n_elec\Me_9_090.doc N 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 N 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." N (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- GO- 01TSF1RA%Rates %CurrentWn elec\Me 9 091.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. 92 4. Information Sharing. (Continued) b. Subscriber's Subscrbtion 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 Re guests 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:\General -Offices- GO- OITSFlR4 \Rates \Current \Mn_elecWle 9_092.doc N Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2 STANDARD CONTRACT FOR SOLAR "REWARDS COMMUNITY (Continued) 4. information Sharing. (Continued) Section No. 9 Original Sheet No. 93 e. Liability Retease. 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,09991CI- 12 -1344, or other MPUC Order. Northern 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: &Lp,& 9- ' u Date: Vd V 2 7" z C l :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. E002IM -13 -867 Order Date: 09 -17 -14 SMeneral- Offices- 60- 01 1PSRR41Rates\CunentlMn_elecWe 9_093.doc M 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:\ Genaral-0 ffices-G0- 71 \PSRRA\RateslCurrentWn_eled%Me 9 094.doc N N 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. 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. (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: \Gen eral- Offices -GO-01 XPSFIRA1Rates\CurrentW n_elecW e_9_095.doc Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2 STANDARD CONTRACT FOR SOLAR *REWARDS COMMUNITY (Continued) 2. How Subscriber's Information Will Be Used Section No. 9 Original Sheet No. 96 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 a. 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.xcelenergy.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 SAGeneral- Offices- GO -011PSF lRA\RateACurrentVAn elecWe-9-096. doc N N 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; xii. 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; xiii. 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 projectior • 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 o 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 President and CEO of Northern States Power Company, a Minnesota corporation Docket No. E002/M -13 -867 Order Date: 09 -17 S:\General- Offices -G O-01 \PS F\RAi Rates \Current\Mn_elec \M e_9_698. doc N 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 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 SRCMN( xcelenercv.com. 4. Data Retention The Company will retain the Subscribers 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. E0021M -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 Ln In o Lm N N O N 00 C r_ a Y O y v � p E m w � � o O o O Ln N O M O M O M N O p t\ N N C ri N O a-1 O O O 4A. 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V). i/} -Ln t/)• i/)- to t/h i/i t/> 4a i/h vv m m m m Ln Ln m Ln m Ln w w w n N 00 00 m m O ri N M M Ct Ln t Ln m ri m N Ln M ri m N m m r-i m r\ Ln M ri O oo LD t N O 00 3 O O O rn al rn al cl o0 00 00 o0 00 r- r- r- � � �Ll� LD LD LR iD Ln f0 r O H W4 N M q* Ln W N 00 cn O %-I N M V Ln W N 00 01 ri O N ri N N N M N N Ln N L W L f0 L f0 L f0 L f0 L f0 L f0 L f0 L f0 L f0 ri L f0 ri L f0 ri L m %-1 L f0 r-1 L f0 r-1 L f0 ri L f0 ri L f0 ri L f0 L f0 L f0 L f0 L f0 L f0 L f0 L f0 >- } w } w r w w w } w a a a w w w a w a a a w cu w `w 0 a a W a a, U m n N OQi Ei In Ln Q �c EXHIBIT H Name and Location of CSG Solar Gardens CSG Site Name: Johnson II CSG LLC CSG Site Address: 12169 375th Street CSG Site City, State, Zip: North Branch, MN 55056 CSG Xcel Application M SRC049575 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