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A-2. Update on Solar Garden Participation7700 Market Boulevard T DATE: February 8, 2016 PO Box 147 been allocated 6.7% of the garden. One more subscriber will be allotted I% of the Chanhassen, MN 55317 garden (between Lakeville, Rosemount and Dakota County). That would leave the Phone: 952.227,1120 SUBJ: Update on Current Solar Garden Participation Administrafion BACKGROUND Phone: 952,227,1100 potential for savings of around $596,000 over the life of the contract. Fax: 952,227.1110 2310 Coulter Boulevard In June of 2015, the City Council authorized participation in the Blue Lake Met Building Inspections Council solar garden facility. We partnered with the Met Council in order to Phone: 952.227,1180 participate. At that time, the agreement had the for Fax-, 952.227.1190 potential approximately 28% of the city's entire eligible electric load from Xcel Energy at a rate of 9.47 cents per Englneering KWH (18% of the entire garden). The savings to the city the first year would only be Phone: 952 2271160 approximately $5,000, but as electric rates have historically increased year after year, Fax: 952, 22 71170 it has the potential to save the city over $700,000 over the term of the 25 -year public Works agreement. Finance participating in the partial unit with Geronimo Corporation would not be cost Phone: 952,227,1140 Since that date, the City of Waconia has become an additional subscriber and has Fax: 952,227.1110 been allocated 6.7% of the garden. One more subscriber will be allotted I% of the Park & Recreation garden (between Lakeville, Rosemount and Dakota County). That would leave the Phone: 952.227,1120 City of Chanhassen's share at 12.3% of the entire garden. This would equate to Fax-, 952.227.1110 approximately 14% of our entire eligible electrical load with Xcel Energy, with a potential for savings of around $596,000 over the life of the contract. Raerreafilon 11G,111tell, 2310 Coulter Boulevard In addition to participation in the Blue Lake garden, the City Council also authorized Phone: 952,227.1400 participation in an RFP process with the Met Council and numerous other local rax; 952,227.1404 governments from the area. The RFPs have been reviewed and selected and the Mannhig & lottery process has been conducted. Natural liescurces Phone: 952,227.1130 Chanhassen was selected for participation in three of the contracts: one unit worth Fax: 952.2271110 167 KWH with Geronimo Corp, five units worth 200 KWH/each with Tru North public Works Solar, and four units worth 200KWH/each with US Solar. Staff has determined that 7901 Park Plne participating in the partial unit with Geronimo Corporation would not be cost Phone: 952.227.1300 effective due to the costs and additional administration. Staff will be presenting as Fax: 952,227.13 10 many details as possible about participation in the other two gardens for the meeting this evening. Senior Center Phone,- 9,52.227.1125 Full participation in both the Tru North Solar Garden and the US Solar Garden would Fax: 952,227.1110 result in 55% of the city's entire load being committed to Solar Garden subscriptions. Web Site wwwd,chanhassensrin.us f.\gregs\council\2016\l-25 update on solar garden participations.docx Chanhassen is a Community for Lffe - Providing for Today aril Planning for Tomorrow Mayor & City Council Solar Garden Participation February 8, 2016 Page 2 Staff is looking for direction on whether or not the city should participate in the additional two contracts as part of the Met Council Solar Garden RFP process. If the council wishes to pursue this venture, contracts will be drawn up and presented for adoption at the February 22, 2016 meeting. ATTACHMENTS 1. New projected savings calculation in Blue Lake Solar Garden. 2. Lottery results for City of Chanhassen in Met Council RFP Process. 3. Proposed Solar Garden Subscriber agreements with Tru North Solar and US Solar. 4. Percent of Chanhassen Total Solar Capacity Based on 4.1 MWH. f.Agregs\council\2016\l-25 update on solar garden participations.docx Met Council & Oak Leaf Community :Solar Garden Financial Model Inputs (Items in Yellow are inputs) AC capacity 3,000 kw Annual Energy - All Subscribers 4,843,440 kwh Bill credit escalation 3% Discount rate 4% Annual Degredation 0.50% Subscription Percentage 1230% Bill Credit Type Combination If Combination, %of Demand Metered 50% Annual Rate Increase to City 01Y. Outputs Subscriber's NPV $ 596,506 Bill Credit Types & Rates Demand Metered $ 0.11914 Small General Service $ 0.14431 Residential Service $ 0.14743 Combination $ 0.13173 REC* $0.02 *All RECs for these solar gardens are sold to Xcel. Xcel does not allow partial REC sales. Xcel FAQ regarding CSG: http://www.xcelenergy.com/staticfiles/xe-responsive/Admin/Managed%2ODocuments%20&%20PDFs/MN-SRC-Subscriber-FAQS.pdf ,.,.1 om o.,+r h++.,J/xCe!e.,a<a„ �.,,/<+�+irfiio<Ivo_ra<n�nNvalGrlm nIona aaA°6�nM�umpntc%70R%�OPdFc1MN-SRC-Fiieihle-Billine-Rates.odf Year Projected :: kWh -Entire Garden Payment to:Subscriber's: Garden Subsetiber' Operatar, s: kWh: ($/kWh) .:BItlCredt Ratet$fk") ll y ent to Garden Operator Subscriber. Biilcredjt €romUei Subscriber's Savings , NPV Of Skbscriber's::: Savings __,_ :.: 2016 4,843,440 595,743 $0.1147 $ 0.13173 $68,332 $78,474 $10,143 $10,143 2017 4,819,223 592,764 $0.1147 $ 0.13568 $67,990 $80,424 $12,434 $11,956 2018 4,795,127 589,801 $0.1147 $ 0.13975 $67,650 $82,423 $14,773 $13,658 2019 4,771,151 586,852 $0.1147 $ X0.14394 $67,312 $84,471 $17,159 $15,254 2020 4,747,295 583,917 $0.1147 $ D.14826 $66,975 $86,570 $19,595 $16,750 2021 4,723,559 580,998 $0.1147 $ 0.15271 $66,640 $88,721 $22,081 $18,149 2022 4,699,941 578,093 $0.1147 $ 0.15729 $66,307 $90,926 $24,619 $19,457 2023 4,676,441 575,202 $0.1147 $ 0.16201 $65,976 $93,186 $27,210 $20,677 2024 4,653,059 572,326 $0.1147 $ D.16687 $65,646 $95,501 $29,856 $21,815 2025 4,629,794 569,465 $0.1147 $ 0.17187 $65,318 $97,875 $32,557 $22,874 2026 4,606,645 566,617 $0.1147 $ X0.17703 $64,991 $100,307 $35,316 $23,858 2027 4,583,612 563,784 $0.1147 $ X0.18234 $64,666 $102,799 $38,133 $24,771 2028 4,560,694 560,965 $0.1147 $ $64,343 $105,354 $41,011 $25,616 2029 4,537,890 558,160 $0.1147 $ _0.18781 0.19344 $64,021 $107,972 $43,951 $26,396 2030 4,515,201 555,370 $0.1147 $ 0.19925 $63,701 $110,655 $46,954 $27,115 2031 4,492,625 552,593 $0.1147 $ 0.20522 $63,382 $113,405 $50,023 $27,776 2032 4,470,162 549,830 $0.1147 $ `0.21138 $63,065 $116,223 $53,158 $28,381 2033 4,447,811 547,081 $0.1147 $ 0.21772 $62,750 $119,1111 $56,361 $28,934 2034 4,425,572 544,345 $0.1147 $ 0.22425 $62,436 $122,071 $59,635 $29,437 2035 4,403,444 541,624 $0.1147 $ 0.23098 $62,124 $125,105 $62,980 $29,893 2036 4,381,427 538,915 $0.1147 $ 0.23791 $61,814 $128,213 $66,400 $30,304 2037 4,359,519 536,221 $0.1147 $ 0.24505 $61,505 $131,399 $69,895 $30,672 2038 4,337,722 533,540 $0.1147 $ `0.25240 $61,197 $134,665 $73,468 $31,000 2039 4,316,033 530,872 $0.1147 $ 0.25997 $60,891 $138,011 $77,120 $31,290 2040 4,294,453 528,218 $0.1147 $ 0.26777 $60,587 $141,441 $80,854 $30,330 Total r $1,609,619 $2,675,304 $1,065,685 $596,506 Page 2 Swbacriber _ SUDSCnRer : County : SUpStFF�itiO t rG4er1 Size_(k1Mj)auelta� er. Coin N ty '` Y a rSlte A, A Garden d 2 3', Jubscrl(#tiOEti r r ,. , jilskac'SlfdilaR Garden 1' 1(kV4 Gardesn 1 1 IkW.) Garden 3 SUFAScrd itY?ii Subs r tio. 4 p C ip n � {kWj Garden 4 {kWj CiyofBurnsville CityofBurnsville Dakota Dakota 200;TruNorth 200'TruNorth Scott Scott CityofBurnsville Dakota 200 TruNorth Scott A��4CityofBurnsville Dakota 200 TruNorth Scott Scott A 6' CityofBurnsville Dakota 200 TruNorth CityofBurnsville Dakota 200TruNorth Scott Scott Scott A A _ A 8,' g'' 10' CityofBurnsville Dakota 200';TruNorth CityofBurnsville Dakota 200iTruNorth CityofBurnsville Dakota 200,ITruNorth Scott A 11' CityofBurnsville Dakota 200,TruNorth Scott Scott Scott A A A 121 13,: 14i CityofBurnsville Dakota 200';TruNorth CityofBurnsville Dakota 200RruNorth CityofChanhassen CityofChanhassen Hennepin Hennepin 167 Geronimo 200 TruNorth 200 TruNorth Scott Pollux 21 Carver A 4', CityofChanhassen Hennepin Scott A 41 CityofChanhassen Hennepin 200 Tru North Scott Scott A A 51 7', CityofChanhassen Hennepin 200 TruNorth CityofChanhassen CityofChanhassen CityofChanhassen Hennepin Hennepin Hennepin 200 200IUSSolar 2000SSolar 'TruNorth Scott Carver Carver A _ A E 15' 3 31 CitltofChanhassen Hennepin 2001 USSolar Wright _ A 2' CityofChanhassen Hennepin 20011USSolar Wright C 3,' ityofColumbiaHeights CityofColumbiaHeights Anoka Anoka 200 200',Geronimo Geronimo Chisago Chisago _ Multiple Multiple Multiple !Sunrises Multiple '',Chisago4 52.83 52.83 Chisagol Geminii 52.83 147.17 Chisago2 52.83 Chisago3 41.51 CityofColum bia Heights Anoka 200IUSSolar Wright A 31 CityofColu m bia Heights Anoka 200' USSolar Wright _ D 41 CityofEdina Hennepin 167;1Geronimo ff ruNorth Scott Carver Pollux A 2 1', CityofEdina Hennepin 200 CityofEdina Hennepin 200TruNorth Carver _ A 2' CityofEdina Hennepin 200, TruNorth Carver A 3' CityofEdina Hennepin 200;TruNorth Carver _ A CityofEdina CityofEdina Hennepin Hennepin 200 200TruNorth TruNorth Carver A_ Carver A 10', CityofEdina Hennepin 200;TruNorth Scott A 6' CityofEdina Hennepin 200ITruNorth Scott Scott _ A _ A 811 91 CityofEdina Hennepin 2001TruNorth CityofEdina Hennepin 200:TruNorth Scott A CityofEdina Hennepin 200 TruNorth Scott A 14- CityofEdina Hennepin 2001 ruNorth Scott _ A ', CityofEdina Hennepin 2001TruNorth Scott A CityofEdina Hennepin 200USSolar Carver _ A E44 01.28.2016 Page 1 Local Government Solar Garden Collaborative Lottery Results 01.28.2016 Each row in the following table represents the opportunity to subscribe to the specified garden at the specified subscription size. In cases where "# of Subscribers in Garden" is 1, you are the only subscriber matched to that garden. In this case, you may have the opportunity to increase your subscription amount if the developer agrees to find enough subscribers to fill the remaining capacity, in compliance with program rules. In cases where "# Subscribers in Garden" is between 1 and 5, the garden was only partially filled and the developer may decide to either remove that offering or move forward with an incomplete garden. MIM uiascriber, Subscription iaarden Subscriber bounty Size (kW) teveirsp r C�rUn CityofBayport Washington 200;Geronimo Chisago 01.28.2016 Girden fte Garden #i Multiple Multiple A 1''. A 31 A 41 A 6'' A 71: r ; Garden l iChisago4 stypstriptinrp l (kW) , . Garden 2 52.83 Geminil0.8 .`iuG�sceipcion' 2 (tW$ " :. Gardenr 3 Gemini2 MENOM sue�scxiption 3 (kVldj Garden 4 80 Gemini3 subscription 4 (kW) 66.37 CityofBrooklynCenter Hennepin 200 TruNorth Carver CityofBrooklynCenter Hennepin CityofBrooklynCenter Hennepin 200 TruNorth 200,,TruNorth Carver Carver CityofBrooklynCenter Hennepin CityofBrooklynCenter Hennepin 200TruNorth 200,TruNorth Carver Carver CityofBrooklynCenter Hennepin 200 ITruNorth Carver Carver A A g'1 gl CityofBrooklynCenter Hennepin 2001TruNorth CityofBrooklynCenter Hennepin 200TruNorth Scott Scott Scott Scott _ A A A13' A 11 1211 14 CityofBrooklynCenter Hennepin 2001TruNorth CityofBrooklynCenter Hennepin 200TruNorth CityofBrooklynCenter Hennepin 2001ITruNorth CityofBrooklynCenter Hennepin 200'TruNorth Scott Scott Carver A A A 161; 171 5' CityofBrooklynCenter Hennepin CityofBrooklynCenter Hennepin 2001TruNorth 200 USSolar CityofBrooklynCenter Hennepin 2001, USSolar Wright A 511 CityofBrooklynCenter Hennepin CityofBrooklynCenter Hennepin 200 USSolar 2001: USSolar Wright Wright E F 11 311 CityofBrooklynCenter Hennepin 200 USSolar Wright _ G 5, CityofBurnsville Dakota 120''Geronimo Washington ArgoNavis it CityofBurnsville Dakota 2001SolarStone Goodhue A 11 CityofBurnsville Dakota 200 SolarStone Goodhue A 21. CityofBurnsville Dakota 200 SolarStone Goodhue B 11 CityofBurnsville Dakota 200 SolarStone Goodhue B 2, CityofBurnsville Dakota 200 SolarStone Rice A CityofBurnsville Dakota 200 SolarStone Rice A 21, CityofBurnsville Dakota 200 SolarStone Rice B 1 CityofBurnsville Dakota 200 SolarStone Rice B 211 CityofBurnsville Dakota 200 SolarStone Rice C 1'. CityofBurnsville Dakota 200 SolarStone I Rice C 21 CityofBurnsville Dakota 200 TruNorth Iscott =LA -- A 01.28.2016 Michelle Matthews VP of Business Development & Regulatory Affairs work 612.260.2230 1 cell 612.590.8653 100 N 6th Street, Suite 222C Minneapolis, MN 55403 michelle.matthews(a;ussolarcorporation.com "\v\N,.tissolarcorporation.coin v� I Minneapolis, MN +1 - USSGLARCAY South Norwalk, CT www.ussolarcorporation.ccm US Solar Fixed Rate Sunscrlption'" Agreement This Fixed Rate Sunscription Agreement (this "Agreement") is entered into by and between United States Solar Corporation (together with its successors and assignees, "US Solar" or "we") and the Subscriber described below (together with any permitted transferees, "Project Subscriber" or "you") (each a "Party" and collectively the "Parties") and is effective as of the date signed by the Parties (the "Effective pate"). Project Metropolitan Council us Project(s) and Project Site(s) Subscriber: Bill Credit Types, Current Bill Credit Rates, and Current Sunscription Rates Solar'": Estimate of Subscribed Energy Name Metropolitan Council Name United States Solar Corporation and Environmental Services and 100 N 61' Street, Suite 222C Address 390 North Robert Street Address Minneapolis, MN 55403 St. Paul, MN 55101 Attention: MN CSG Notices Attention: Sustainable Operations Manager Phone (651) 602-1100 Phone (612) 260-2230 E-mail sara.smith@metc.state.mn.us E-mail info@ussolarcorporation.com Premises Brooklyn Park Lift Station L32 and Account Account No. 51-7166067-6 Numbers Premise No. 303443047 Meter No. 000017955695 Community An amount expected to produce less than 120% of Project Subscriber's average annual historic i i Solar i electricity usage (net of any other distributed generation resources serving relevant Accounts Garden and Premises) over the prior twenty four (24) months with respect to its eligible listed Account Allocation and Premises numbers, which is equal to approximately 1,618,228 kWh, allocated to multiple Projects (based on the annual estimated generation of the relevant Projects). This Agreement sets forth the terms and conditions of your subscription to the Community Solar Gardens) described in Exhibit B (individually and collectively, as context requires, a "Project") and installed at the Community Solar Garden Site(s) described In xhibit (indlviduaily and collectively, as context requires, a "Project Site"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Standard Contract for Solar Rewards Community contract ("SRC Contract"), The exhibits listed below are incorporated by reference and made part of this Agreement. hibit A definitions xhibit B Project(s) and Project Site(s) Exhibit C Bill Credit Types, Current Bill Credit Rates, and Current Sunscription Rates Exhibit p Estimate of Subscribed Energy hlbt E [Reserved) Exhibit F Form of SRC Contract Exhibit 6 Form of Agency Agreement hag ibit H Project Subscriber data ARTICLE 1 SUBSCRIPTION 1.1 Subscribing to Project Capacity. You are subscribing to the Community Solar Garden Allocation ("CSG Allocation") identified for each Project on the front page of this Agreement on the terms and conditions set forth herein. 1.2 Bill Credit Value. As more fully detailed in the SRC Contract, your CSG Allocation entitles you to receive a Bill Credit against your monthly retail electrical bill equal to the product of (i) the amount of your Subscribed Energy for each Production Month, and (Ii) your applicable Bill Credit Rate. Bill Credits are the dollar amounts paid by NSP to you as a credit on your retail electric bill to compensate you for your beneficial share of the solar electricity produced by the Project and delivered to NSP from the Project. 1.3 Bill Credit Rate. Bill Credit Rates are found in the CSG Tariff. The Bill Credit Rates in effect as of the Effective Date are as follows: Customer Class Bill Credit Type Bill Credit Rate per kWh (AC) Small General Service Standard $0.12431 Enhanced - Solar Garden > 250 KW (AC) $0.14431 General Service Standard $0,09914 Enhanced -Solar Garden > 250 KW (AC) $0.11914 Your Bill Credit Rate will be updated annually (or otherwise as provided by order of the MPUC) during the Term only to reflect any updates in the applicable retail rate (labeled the "Standard" rate in the chart above) with respect to your customer class, as reflected in the CSG Tariff. The amount of the CSG 'Enhanced" rate premium over the Standard rate reflects the value of the Project's RECs sold and delivered by us to NSP. Per the CSG Tariff, the amount of CSG "Enhanced" rate premium over the Standard rate will not change over the Term. The Bill Credit Type, current Bill Credit Rates, and current Sunscription Rates are located in Exhibit C, which is attached and incorporated by reference. 1,4 Subscribed Energy. The estimated amount of Subscribed Energy produced by your CSG Allocation over the Term Is set forth In Exhibit D. 1.5 Sunscription Rate and Payments. (a) Your Sunscription Rate for each Project for each Production Month is $0.1179/kWh for each of your General Service accounts and $0.1399/kWh for each of your Small General Service accounts. (b) The monthly payment amount you owe to US Solar (each, a "Sunscription Payment") is equal to the product of (i) your Subscribed Energy produced in a given Production Month, and (ii) your Sunscription Rate. (c) We will invoice you monthly for your Sunscription Payments, beginning the first month after the Date of Commercial Operation ("COD") of each particular Project, and you agree to make the full monthly Sunscription Payment within thlrty (30) days of receiving our Invoice. 1.6 No Additional Funds. The Sunscription Payments represent full payment byyou for your CSG Allocation subscription, and we have no right to compel you to advance or pay any additional funds for the construction or maintenance of the Project or yourCSG Allocation. 1.7 Ownership Limitation, Project Subscriber is not purchasing, and US Solar Is not selling or transferring to Project Subscriber: (a) Any ownership or lien In any specific modules or tangible component of the Project; (b) Any ownership or membership interests or rights in US Solar or any entity which owns or may subsequently own the Project (for each Project, a "Project Owner") or any financial rights or distributions associated with such ownership; (c) Any right to any payment by NSP to US Solar or the Project Owner with respect to Unsubscribed Energy; (d) Any right to manage, direct, control or operate the Project, US Solar or Project Owner; or (e) Any RECs produced by the Project or any payment by NSP to US Solar or Project Owner with respect to unsubscribed RECs. 1.8 Term. The term of the Agreement ("Term") shall begin on the Effective Date and shall end, with respect to each Project, twenty five years after the COD of such Project unless otherwise provided for in this Agreement or to allow for any extension provided under the related SRC Contract. ARTICLE 2 STANDARD CONTRACT FOR SOLAR REWARDS COMMUNITY 2,1 SRC Contract. With respect to each Project, US Solar or the applicable Project Owner will enter Into the SRC Contract once offered by NSP. The form of the SRC Contract is attached as Exhibit F. Among other things, the SRC Contract provides for the following: (a) US Solar acting as the Community Solar Garden Operator; (b) Sale and delivery to NSP of all electricity and RECs generated by the Project for a term of twenty five (2 5) years; (c) Allocation to Subscribers by NSP of Rill Credits in exchange for delivery by US Solar, or the applicable Project Owner, of the electricity and RECs generated by the Project; and (d) US Solar ensuring compliance with the Community Solar Garden Statutory Requirements ("Eligibility Requirements"), which include eligibility requirements relating to both the Project and Subscribers. 2.2 Subscriber Agency Agreement and Consent Form. Attached to the SRC Contract is a Subscriber Agency Agreement and Consent Form ("Agency Agreement") that you will be required to sign. The form of the Agency Agreement is attached as Exhibit G. Among other things, the Agency Agreement provides for the assignment of energy and RECs to NSP and provides information regarding the following: (a) Data access, control, and disclosure; (b) Contacting NSP about certain questions regarding your Bill Credits; and (c) Contacting US Solar about questions regarding this Agreement, NSP's data policies, and Project -related items. ARTICLE 3 t r 3.1 Eligibility Data. You acknowledge that the account data contained in Exhibit H is complete and accurate and that US Solar may use the data for purposes of confirming your conformance with the applicable Eligibility Requirements. You agree to provide US Solar and the applicable Project Owner with any additional information we request to determine, verify, or confirm your eligibility at any time during the Term. 3.2tt� horization to Access Data. You authorize US Solar and the applicable Project Owner to use all eligibility data set forth in Exhibit H, as well as your electric bills for each Eligible Address for the most recent twenty-four (24) months, to assist US Solar and the applicable Project Owner in confirming your eligibility. 3.3 Crtdit Information. Subject to the confidentiality and privacy provisions of Section 8.1, you agree to provide US Solar with information reasonably necessary for US Solar, the Project Owner, or its Financing Parties to confirm your creditworthiness. 3.4 Excess Dill Credit Purchase. As per the SRC Contract, any excess Bill Credits (i.e., Bili Credits in a billing period that exceed the amount you owe NSP for your regular retail service in that period) will be carried forward and credited against all charges for at least a twelve (12) month cycle. Under the SRC Contract, NSP will be required to purchase from you all such Bill Credits with the billing statement that includes the last day of February and restart the credit cycle the following period with a zero credit balance. ARTICLE 4 4.1 Design and Implementation. We agree to develop, design, finance and construct the Project(s), including, but not limited to, site acquisition, the filing of interconnection applications and procurement of an interconnection agreement with NSP, the selection and procurement of Project components, and the Installation and testing of all Project components. 4.2 Application Process. We shall submit each Project to NSP for approval as a Community Solar Garden ("CSG') in accordance with the CSG Tariff and shall provide all information required by NSP to determine the completeness of our application and technical viability of each Project. Once offered by NSP, we (or the applicable Project Owner) shall enter into the SRC Contract, interconnection agreement, and other agreements with NSP that may be necessary to qualify each Project as a CSG and for the Project to operate and deliver energy to NSP. 4.3 Timeliness. In keeping with the time requirements set forth in the SRC Contract, we shall use commercially reasonable efforts to finish construction and installation of each particular Project within twenty four (24) months after NSP has deemed complete our CSG application with respect to such Project. 4.4 Eligibility Compiiance. US Solar is responsible for confirming compliance with the Eligibility Requirements, including verification of the eligibility information you have provided to US Solar. 4 4.5 Maintenance. We will maintain the Project in a prudent manner and in accordance with industry standards throughout the Term. We will provide you with notice of any material repair or replacement event that is reasonably anticipated to exceed one hundred eighty (180) days. 4.6 Insurance. We will maintain insurance consistent with the requirements of the SRC Contract and/or any Financing Party, and shall use commercially reasonable efforts to name Project Subscriber as an additional insured with respect to commercial general liability insurance procured In connection therewith. 4.7 Performance Ratio Guarantee. Commencing at the end of the third calendar year following the year In which the last Project reaches COD, we guarantee that the average annual Subscribed Energy produced during the prior (3) calendar years ("Average Annual Production"), shall not be less than eighty-five percent (85%) of your Estimate of Subscribed Energy, as enumerated in Exhibit D, and as adjusted for weather and Force Majeure events ("Guaranteed Production"), for the applicable calendar year. In the event your Average Annual Production does not equal or exceed the Guaranteed Production, we will pay you an amount equal to one thousand dollars ($1,000.00) within forty five (45) days following the end of the applicable calendar year. ARTICLE 5 FURTHER INFORMATION 5.1 Unsubscribed Energy. Unsubscribed Energy will be purchased by NSP from the Project in accordance with the SRC Contract and Applicable Laws. 5.2 Reserves, US Solar will establish reserve funds available for use to maintain the Project and pay Project operating expenses such as taxes, maintenance, insurance, and management services for the Term. 5.3 cher Agreements and Documents. (a) Upon your request we will provide the following when and as available: 1. Copy of the SRC Contract between NSP and the Project Owner; ii. Copy of the solar module warranty; Ill. Certificate(s) of insurance; and iv. Long-term maintenance plan. (b) We will provide you with any other information that you may request, or that we may be required to deliver, under the CSG Tariff. (c) You agree to sign an acknowledgment of receipt of any such materials. 5.4 Information Sharing. The Parties acknowledge the Agency Agreement contains certain provisions relating to "Subscriber Account Information" and "Subscriber's Energy Use Data" and agree to adhere to those provisions. 5.5 Fair Disclosure. You acknowledge that, prior to entering into this Agreement and becoming a Subscriber, we fairly disclosed to you the future potential costs and benefits of your Subscription and provided you with a copy of the SRC Contract. US Solar will comply with all other requirements of the MPUC and CSG Tariff with respect to communications with you. 5.6 Taxes. You recognize that neither we nor NSP makes any representations or warranties concerning the taxable consequences, if any, to you with respect to your Bill Credits, your Sunscription Payments, or your participation in the Project. We are responsible for paying the Minnesota Solar Energy Production Tax, if any, as in effect as of the Effective Date under Minnesota Statutes 272.0295. We are also responsible for all income, gross receipts, ad valorem, personal property or real property or other similar taxes and any and all franchise fees or similar fees assessed against us due to our ownership of the Project. We are not obligated for any taxes payable by or assessed against Project Subscriber based on or related to Project Subscriber's overall income or revenues. You are responsible to either pay or reimburse us for any and all other Taxes assessed on the sale, delivery, or consumption of your Subscribed Energy or your Bill Credits. 5.7 Securities Laws. Neither we nor NSP makes any representations or warranties concerning the implication of any federal or state securities laws with respect to this Agreement or your CSG Allocation. Neither this Agreement nor your CSG Allocation has been registered under the Securities Act of 1933, as amended, or any state securities laws. US Solar does not believe this Agreement or the CSG Allocation constitute a security governed by such laws but, in the event any such securities laws may apply. Project Subscriber agrees that it is not entering into this Agreement or acquiring the Bill Credits for the purpose of making a market in such interests or trading them on any securities market or equivalent thereof which might fall within the scope of such laws, You are urged to seek your own professional advice on these matters. ARTICLE 6 TRANSFERABILITY 6.1 General. This Agreement and your Bill Credits are Project Subscriber property. Your ability to continue to receive Bill Credits is dependent upon your continuing compliance with the applicable Eligibility Requirements and your payment of the Sunscription Payments. This Agreement and the Bill Credits are transferable only as set forth below. This Agreement and the Bill Credits are not transferable by you, whether voluntarily or by operation of law, at any time when you are in default under this Agreement, unless as approved by US Sklar. 6.2 Sale or Transfer to Other Eligible Subscribers. You may voluntarily sell or transfer this Agreement, or any portion of your CSG Allocation (but not less than the minimum set by Eligibility Requirements), for any reason (but not more than once in any twelve (12) month period) and to any person or entity who, at the time of the sale or transfer meets applicable Eligibility Requirements for the relevant Project(s). Any amounts you collect from a transferee In respect of your transfer of this Agreement, or any portion of your CSG Allocation, belongs to you. Neither US Solar nor a Project towner will have any claim or right to any such amounts you may receive. Your sale or transfer of your CSG Allocation for any Project is expressly conditioned upon: (a) US Solar receiving at least ninety (90) days' prior written notice identifying the prospective purchaser or transferee, providing the physical address at which it takes electric service from NSP, the NSP account number and all other information needed to determine its eligibility to be a Subscriber, as well as any other subscriptions in the relevant Project or other CSGs held by the proposed transferee, and any solar facility owned or leased by the proposed transferee at the address associated with the proposed transfer; (b) Receipt by US Solar of authorizations from the proposed transferee needed to access their NSP account data, and receipt by US Solar of usage data at the proposed transferee's address needed to calculate its historic electrical usage; (c) Determination by US Solar that the proposed transferee is eligible to be a Subscriber in the relevant Project and that its participation as a Subscriber will not cause the Project to fail any Eligibility Requirement or otherwise fail to comply with any Applicable Laws or contractual obligations to NSP; (d) The proposed transferee's (i) express written assumption of this Agreement or execution and delivery of a new subscription agreement with US Solar as to the CSG Allocation on terms acceptable to US Solar, including the cure of any prior defaults arising under this Agreement; and (ii) execution of an Agency Agreement or any other document reasonably required by US Solar or NSP to effectuate the transfer and maintain compliance with the Eligibility Requirements; (e) The proposed transferee meeting our Financing Parties' credit requirements; and (f) US Solar receiving any applicable Cover Cost Amount from Project Subscriber. US Solar shall notify NSP of any such transfer so that NSP may change the applicable Subscriber benefits to apply to the transferee's retail NSP electric account. 6.3 Relocation Sale of Eligible Address. (a) If during the Term you move from an Eligible Address and are no longer the NSP account -holder at that address, you may transfer all or part of your CSG Allocation to another Eligible Address of yours (new or existing) conditioned on the following: i. You provide us with at least ninety (90) days' notice of such transter; and ii. We determine that the new address, including the prior electrical usage at that address, will allow for the transferred CSG Allocation to continue to meet the applicable Eligibility Requirements. (b) If during the Term you move from or sell an Eligible Address and are no longer the NSP account -holder at that address, and you are not relocating to a new Eligible Address or do not have sufficient subscription capacity an another Eligible Address, before moving you must either: i. Sell or transfer the relevant portion of your CSG Allocation in accordance with Section 6.2. If requested by you, we will use commercially reasonable efforts for up to one hundred eighty (180) days to assist you in this process; or ii. Cancel the relevant portion of your CSG Allocation pursuant to Section 10.1 (a)(M) below. (c) You are obligated to maintain compliance with the applicable Eligibility Requirements and to notify us if you pian to be out of compliance. You acknowledge that your failure to maintain compliance with the applicable Eligibility Requirements may result in NSP not paying you Sill Credits and our cancellation of the relevant CSG Allocation. (d) This Agreement confers to us no right to interfere with, or require our consent to, your sale or transfer of your real property, or to Xcel tariff provisions related to the subscribed Premises. ARTICLE 7 FINANCING 7.1 Consent. We may, without your prior consent, in whole or in part, (i) assign, mortgage, pledge or otherwise collaterally assign our interests in this Agreement and the Project to any Financing Party, (ii) directly or indirectly assign this Agreement and the Project to a Project Owner or an affiliate or subsidiary of ours, (iii) assign this Agreement and the Project to any entity through which we are obtaining financing or capital for the Project; and (Iv) assign this Agreement and the Project to any person succeeding to all or substantially all of our assets. In the event of any such assignment (other than a collateral assignment), we shall be released from all our liabilities and other obligations under this Agreement upon assumption of our obligations hereunder by the assignee. However, any assignment of our rights and/or obligations under this Agreement shall not result in any change to your rights and obligations under this Agreement. A Financing Party may assign its interest at any time, and without your consent, to another person or another Financing Party. If the Financing Party or its successor becomes the owner of our interest by foreclosure or otherwise, it may sell or transfer that interest to any third party without your consent. We must provide notice to you of any assignment or reassignment of this Agreement to any Financing Parties. 7.2 Changes. You acknowledge that we may obtain construction and long-term financing from one or more Financing Parties, 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; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with any assignment by us (or the Financing Parties, as described below), you agree to execute any consent, estoppei or acknowledgement in form and substance reasonably acceptable to the Financing Parties. If this Agreement applies to more than one Project, you also agree to execute a separate Agreement for each Project if requested by us in connection with such assignment. 7.3 Notige and Opportunity to Cure. You may not terminate or suspend your performance due to our Event of Default unless you have given the Financing Parties prior written notice of your intent to so terminate or suspend this Agreement. In your notice you will describe the circumstances giving rise to our default, and provide the Financing Parties with the opportunity to cure the default within thirty (30) days after receipt of such notice or any longer period provided for in this Agreement. If our default reasonably cannot be cured by the Financing Parties within the period provided and the Financing Parties commence and pursue to cure of such default within that period, the period for cure will be extended for a reasonable period of time under the circumstances, but not to exceed an additional sixty (60) days. The Parties' respective obligations under this Agreement will otherwise remain in effect during the cure period. If the Financing Parties or an assignee (including any buyer or transferee) acquires title to or control of our assets and within the applicable time periods cures all defaults under this Agreement existing as of the date of such change in control in the manner required by this Agreement and which are capable of cure by a third party or entity, then such Financing Parties or third party transferee will no longer be in default under this Agreement, and this Agreement will continue in full force and effect. ARTICLE 8 PRIVACY; CONFIDENTIALITY; TRADE SECRET; PUBLICITY 8.1 Subscriber Data. Other than in accordance with the Agency Agreement, US Solar will not disclose Project Subscriber's Account Information, Subscriber Energy Usage Data, Bill Credits or any other personal information of Project Subscriber to any person except (1) to NSP, to the extent required by Applicable Laws or the SRC Contract, for the purpose of administration of the Project, Project CSG eligibility, and Project Subscriber CSG eligibility; (ii) to attorneys, accountants, advisors, and agents of US Solar to the extent necessary for them to render advice or perform professional services associated with the Project or this Agreement; (iii) as otherwise required by Applicable Laws. US Solar is not requesting, and Project Subscriber agrees not to provide US Solar without US Solar's consent, any "private data on individuals," "confidential data on Individuals" or other "not public data" on Individuals, as those terms are used and defined the Minnesota Data Practices Act. 8.2 Trade Secret Information. We may provide data that we designate as trade secret to you. Under Minnesota Statutes section 13.37, subdivision 1(b), you are responsible for determining whether data marked as trade secret by us qualifies as trade secret under the law. For data that you determine is trade secret, you will not share the data with any other person or entity except as required by law. If you receive a request under the Minnesota Government Data Practices Act for access to data that we designated as trade secret but you have determined is not trade secret, then you will use best efforts to give us 10 days' notice before releasing the data in order to permit us to exercise whatever legal remedies are available to prevent disclosure. 8.3 Publicity, The Parties will endeavor to coordinate and cooperate with each other when making public announcements related to the execution and existence of this Agreement or related to Project Subscriber's participation in a Project. When feasible, each Party will endeavor to provide any publicity materials, press releases or other public statements to the other Party for review and comment. The Parties agree to the use of each other's logos in their respective marketing materials in the context of listing counterparties with whom a Party has transacted. ARTICLE 9 DISPUTE RESOLUTION 9.1 NSP Disputes. (a) Any dispute or question which you have with respect to the application by NSP of the Bill Credits to your retail electric bill, in particular the applicable Bill Credit Rate that NSP used to determine the amount of your Bill Credits, shall be directed by you to NSP for resolution. US Solar will provide reasonable assistance to you in this respect. You acknowledge that your obligation to make your Sunscription Payments is independent of the amount of your Bill Credits. (b) All disputes arising with respect to the contract between NSP and US Solar shall be resolved by negotiation and, in the absence of a resolution, by the Minnesota Public Utilities Commission ("MPUC"), as per the SRC Contract. Any issue or dispute identified by you with respect to NSP's actions with respect to the Project or the Bill Credits other than as described in Section 9.1(a) shall be referred to US Solar. If the dispute or question is not resolved to the Project Subscriber's satisfaction, you have the right to refer the issue directly to the MPUC at the following address: Minnesota Public Utilities Commission 1217th Place East, Suite 350 St. Paul, MN 55101 Tel: (651) 296-7124 Toll free: (800) 657-3782 Fax: (651) 297-7073 consumer.puc@state.mn.us 9.2 Disputes between Parties. (a) Any dispute or issue a Party may have arising from or related to this Agreement, which are not resolved by communications between Project Subscriber and US Solar representatives in person, over the phone, or electronically shall be submitted to the other Party in writing. Each Party shall assign an officer or senior management executive to address or negotiate a resolution with the other Party. The Parties agree to attempt to reach a resolution of such dispute within ten (10) days or such longer period as the Parties may agree. (b) We shall perform any calculation called for hereunder and do so in a commercially reasonable manner and in accordance with industry accepted standards. Any dispute regarding the results of any such calculation shall be resolved by having an independent consultant having nationally recognized credentials, such as Navigant Consulting, Inc. or Leidos, Inc., perform the calculation at the disputing party's expense. (c) Failing resolution of any dispute by the Parties in accordance with the provisions of Section 9.2(a), such dispute shall be subject to litigation In a court of competent jurisdiction in Hennepin County, Minnesota. As a condition precedent to filing or pursuing any legal or, equitable remedy, the Parties es a„ree to participate rgood faith I— non-binding mediation through the use of a mutually acceptable neutral mediator. Each Party shall pay one-half (1/2) the cost of the mediator. Each Party shall be responsible for its own costs related to such mediation. If the Parties have not resolved their dispute within 30 calendar days after the request for mediation, any Party may resort to any available legal remedies. ARTICLE 10 10.1 Cancellation Events. (a) You may cancel all or part of your CSG Allocation relating to a particular Project to the extent that: Construction of that Project is not completed within twenty-fodr (24) months of our receipt of NSP determining that Project's CSG application is complete, and additional Project capacity does not exist; 10 ii. That Project becomes ineligible, in whole or in part, as a CSG during the Term and the related SRC Contract is terminated, and additional Project capacity does not exist; or iii. You become aware that, due to relocation or other material changes, your CSG Allocation will no longer satisfy the applicable Eligibility Requirements and you elect not to sell or transfer, or cannot sell or transfer, your CSG Allocation to another eligible NSP customer, iv. Before the Project's CSG application Is deemed complete by NSP, If the legislature, MPUC, NSP, or any other entity significantly reduces the credit base rate, or basis of escalation of that rate from that anticipated at the time of acceptance of the proposal by you. (b) We may cancel all or part of your CSG Allocation relating to a particular Project to the extent that: i. You fail to meet the applicable Eligibility Requirements at any time during the Term; ii. Your CSG Allocation Is transferred by operation of law as defined in Section 10.7 to an ineligible person or entity and is not sold to an eligible transferee within the time provided; iii. Prior to the start of Project construction, we are not able to confirm your creditworthiness; or iv. Prior to the start of Project construction, we determine we are unable to develop the Project under commercially reasonable terms, including, but not limited to, NSP disallowing the development of Project(s), NSP imposes costs in excess of the average for approved Projects, or additional Project capacity does not exist. (c) Cancellation will be effective upon written notice by the cancelling Party to the other Party, including a description of the circumstances giving rise to the Cancellation Event and the specific portion of CSG Allocation canceled. 10.2 Events of Default. Each of the following events shall be an Event of Default under this Agreement: (a) A Party breaches any material representation or warranty or falls to perform a material obligation set forth in this Agreement and does not cure such breach or failure within thirty (30) days of written notice of the breach from the non -defaulting Party. (b) With respect to Project Subscriber, failure to make any Sunscription Payment when due, and failure to cure the default within thirty (30) days after written notice of such failure from US Solar. 10.3 Cancellation Remedies. (a) In the case of a cancellation pursuant to Sections 10.1(a)(i) or (11) or 10.2(b)(iii) or (iv), you will owe nothing with respect to the amount of CSG Allocation cancelled. 11 (b) In the case of a cancellation pursuant to Sections 10.1(a)(iii) or 10.1b) (i) or (ii) (each, a "Covered Cancellation Event"), you will be responsible for paying the Cover Cost Amount, if any, with respect to the amount of CSG Allocation cancelled, subject to the following: i. We will use commercially reasonable efforts for up to one hundred eighty (180) days after such cancellation ("Cancellation Replacement Period") to secure one or more Eligible Transferee who will subscribe to the entire cancelled portion of your CSG Allocation at no less than your Sunscription Rate. If we are successful, your Cover Cost Amount will be zero. ii. To the extent during the Cancellation Replacement Period we are unsuccessful in securing one or more Eligible Transferees who will subscribe to the entire cancelled portion of your CSG Allocation, the Unsubscribed Energy rate provided for in the CSG Tariff will be used in lieu of a transferee Sunscription Rate for purposes of determining the Cover Cost Amount. (c) During the Cancellation Replacement Period and before paying any Cover Cost Amount or other cancellation related amounts, you will be responsible for making Sunscription Payments that will be deemed to equal the full amount of your Sunscription Payments had no cancellation occurred. (d) At the end of the Cancellation Replacement Period, we will determine the Cover Cost Amount and other amounts owing by you and provide you written notice of same, These amounts will become due and payable by you within thirty (30) days of your receipt of this notice. (e) After paying the Cover Cost Amount, your remaining Sunscription Payments will reflect your appropriately reduced CSG Allocation. (f) You will be responsible for reimbursing us for any actual, reasonable and verifiable costs we Incur In identifying an Eligible Transferee who will subscribe to the cancelled portion of your CSG Allocation and in the execution of related documentation. (g) Upon cancellation of the entire CSG Allocation, we may terminate this Agreement in its entirety. 10.4 Default Remedies. in the event a defaulting Party fails to cure an Event of Default within the applicable cure period, the non -defaulting Party may: (a) With respect to an Event of Default by Project Subscriber: i. We may terminate this Agreement immediately by notifying you In writing. ii. We may direct NSP to remove you as a subscriber with respect to the Project, and you will no longer receive Bill Credits associated with the CSG Allocation. iii. You will owe the Cover Cost Amount, if any. 1. We will use commercially reasonable efforts for sixty (60) days after -your Event of Default ("Default Replacement Period") to secure one or more Eligible Transferee who will subscribe to your entire CSG Allocation at no less than your Sunscription Rate or a lesser rate as agreed by the Parties. 12 2. To the extent during the Default Replacement Period we are unsuccessful in securing one or more Eligible Transferee(s) who will subscribe to your entire CSG Allocation, the Unsubscribed Energy rate provided for in the CSG Tariff will be used in lieu of a transferee Sunscription Rate for purposes of determining the Cover Cost Amount. iv, You will owe an amount equal to the Sunscription Payments that would have been payable by you during the Default Replacement Period absent the Event of Default. v. Once one or more Eligible Transferee(s) have been located but no later than at the end of the Default Replacement Period, we will determine the Cover Cost Amount and other default -related amounts owing by you and provide you with written notice of same. These amounts will become due and payable immediately by you upon your receipt of this notice. vi. You will be responsible for reimbursing us for any actual, reasonable and verifiable costs we incurred In attempting to identify an Eligible Transferee and in the execution of related documentation. vii. Upon termination of this Agreement, we shall have no further obligations to you hereunder. (b) With respect to an Event of Default by US Solar: i. Prior to the COD of the final Project, you may terminate this Agreement at any time by notifying us in writing. ii. After the COD of the final Project, you may terminate this Agreement only if our default results in your CSG Allocation not producing any Subscribed Energy for one hundred eighty (180) consecutive days or more. iii. Upon termination, you shall have no further obligation to us except for obligations arising or accruing prior to termination. 10.5 No Conseouential Damages. No Party shall be liable to the other Party for any indirect, special, punitive, exemplary, incidental, or consequential damages, whether arising In contract, tort, under statute, or in equity, and each Party waives its rights to any such damages. in no event will the Cover Cost Amount constitute, or be deemed to constitute, Indirect, special, punitive, exemplary, incidental, or consequential damages. 10.6 Ng Warranty;_ Exclusive Remedies. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY. The remedies set forth In this Agreement shall be the Parties' sole and exclusive remedies for any claim or liability arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), strict liability or otherwise. 10.7 Involunta y Transfers. Upon transfer of title or control of the Eligible Address or your CSG Allocation, or portion thereof, due to bankruptcy, foreclosure or operation of law for other reasons, you or the transferee must notify US Solar immediately. During any period of time In which a trustee, receiver, or creditor Is in possession of the Eligible Address and assumes responsibility as the account- holder with NSP at the Eligible Address, such transferee shall be deemed to have succeeded to your rights and obligations under this Agreement at the Eligible Address during the period of its possession. Upon the transfer of title to the property at the Eligible Address and the CSG Allocation to a creditor or other third party, the transferee shall notify US Solar of the transfer. If the transferee(s) meet all 13 relevant Eligibility Criteria, the transfer shall be treated as a sale or transfer of the CSG Allocation to such transferees upon completion of the conditions set forth in Section 6.2. If the transferee does not meet the transfer conditions, then the transferee(s) shall be required immediately to sell or transfer the CSG Allocation or applicable portion to an eligible buyer in accordance with Section 6.2. 11.1 Notices. Notices, or other documents required or permitted by this Agreement must be given by personal delivery, reputable overnight courier, email, or U.S. certified mail postage prepaid and shall be sent to the respective parties at the address listed on the first page of this Agreement. Notice shall be deemed delivered (1) the day of delivery, If delivered by hand during the receiving party's regular business hours or by e-mail before or during the receiving party's regular business hours, (A) upon the date of actually delivery or refusal shown on the courier's delivery receipt if sent by overnight courier, and (Ili) on the fourth business day after deposit in the U.S. mail if sent by certified mail. Any party may change the address for notice by notice to the other party. 11.2 No Third Party Beneficiaries. Nothing In this Agreement shall be construed to create any duty to, or standard of care with reference to, or liability to, any person not a party to this Agreement. Excepting the rights of Financing Parties and assignees expressly provided for herein, no provision of this Agreement is intended to nor shall it in any way provide any rights to any third party or inure to the benefit of any third party so as to constitute any such person a third party beneficiary under this Agreement, or of any one or more of the terms of this Agreement, or otherwise give rise to any cause of action in any person not a party to this Agreement. 11.3 Entire Agreement; Amendments. It is mutually understood and agreed that this Agreement, and the Exhibits attached hereto, constitutes the entire agreement between Project Subscriber and US Solar and supersedes any and all prior oral or written understandings, representations or statements, and that no understandings, representations or statements, verbal or written, have been made which modify, amend, qualify or affect the terms of this Agreement. This Agreement may not be amended except in a writing executed by both parties, provided, however, that, US Solar may amend Project and Project Site information and allocate your CSG Allocation among Projects and Project Sites (prior to relevant CODs) without Project Subscriber's prior consent, subject to the Eligibility Requirements for the quantity of Project Subscriber's Subscribed Energy and location of NSP account(s) as per this Agreement. 11.4 Governing Law, This Agreement is made in Minnesota and shall be governed by the laws of the State of Minnesota without regard for any conflict of law provisions. 11.5 SRC Contract and CSG Tariff. This Agreement contains summaries of, and makes reference to, certain provisions of the SRC Contract and CSG Tariff. While we believe these summaries and references to be accurate and fair, any conflict between such summaries and references shall be resolved in favor of the relevant provisions contained in SRC Contract and CSG Tariff. You are urged to review these documents. 11.6 Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or any remedy available to it unless such waiver is in writing and signed by the Party against whom the waiver would operate. Any waiver at any time by either Party of its rights with respect to any matter 14 arising in connection with this Agreement shall not be deemed a waiver with respect to any subsequent or other matter. 11.7 Relationssi ip of Parties. The duties, obligations and liabilities of each of the Parties are intended to be several and not joint or collective. This Agreement shall not be Interpreted or construed to create an association, joint venture, fiduciary relationship or partnership between the Parties or to impose any partnership obligation or liability or any trust or agency obligation or relationship upon either Party, US Solar and Project Subscriber shall not have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act or be an agent or representative of, or to otherwise bind, the other Party. 11.8 Severability. Should any provision of this Agreement be or become void, illegal or unenforceable, the validity or enforceability of the other provisions of the Agreement shall not be affected and shall continue in full force. The Parties will, however, use commercially reasonable efforts to agree on the replacement of the void, illegal or unenforceable provisions with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and the Agreement as a whole. 11.9 Counterparts. This Agreement may be executed In two or more counterparts and by different parties on separate counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. 11.10 Audit. To the extent required by Minnesota Statutes, section 16C.05, subdivision S, our records, books, documents, and accounting procedures and practices relating to work performed pursuant to this Agreement shall be subject to examination by the Project Subscriber and the Legislative Auditor or State Auditor. We shall permit the Project Subscriber or its designee to perform such examination at a mutually agreeable time during regular business hours. (SIGNATURE PAGES TO FOLLOW) 15 Metropolitan Council, Signature: Ij �_. Printed Name: M—Yaks as _ United States Solar Corporation —,_ Signature; Printed N; Title' Ob le: c) Date: © Copyright 7015 United States Solar Corporation Date: 16 EXHIBIT A DEFINITIONS 1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a governmental authority which is applicable to the Project, US Solar, Subscribers, CSGs or this Agreement. 2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to specific classes of NSP customers to be used for determining a Subscriber's Bill Credit. 3. Cancellation Event. One or more event described in Section 10.1(a) -(b). 4, Cover Cost Amount, (a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive difference, if any, of: I. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post -transfer with respect to the transferred portion of your CSG Allocation, had this Agreement remained unchanged for the remaining Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by your transferee with respect to the transferred portion of your CSG Allocation over the remaining Term. (b) With respect to a Covered Cancellation Event, the positive difference, if any, of: I. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post -cancellation with respect to the cancelled portion of your CSG Allocation, had this Agreement remained unchanged for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the cancelled portion of your CSG Allocation over the remaining Term. (c) With respect to an Event of Default by you, the positive difference, if any, of: 1. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post -default, had this Agreement remained unchanged with respect to your entire CSG Allocation for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the entire CSG Allocation over the remaining Term, S. CSG Tariff. The Solar Rewards Community Program tariff of NSP's rate book, as amended or updated and any successor thereto, 6. Eligible Address. A Subscriber's NSP service address that meets the Eligibility Requirements, 17 7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements and meets the conditions set for in Section 6.2(a) -(e) 8. Financing Party. A person or persons providing construction or permanent financing in connection with construction, ownership, operation and maintenance of the Project, or if applicable, any person to whom the ownership interest in the Project has been transferred, subject to a leaseback of the Project from such person. 9. MPUC, Minnesota Public Utilities Commission, 10. NSP, Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc. 11. Sunscription Rate. A dollar amount per kilowatt-hour with respect to the Subscribed Energy produced by Project Subscriber's CSG Allocation, as set forth in Section 1.5(a), used for determining Project Subscriber's Sunscription Payments. 12, Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges, or other similar charges, but does not Include any income taxes imposed on US Solar for payments made by you and received by us under this Agreement. Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be resolved in favor of the meaning given to such term in the SRC Contract. 18 EXHIBIT B * 211611"will Dl [TO BE IDENTIFIED AND AMENDED AS PROJECTS ARE APPROVED FOR INTERCONNECTION] 19 EXHIBIT C BILL CREDIT TYPES CURRENT BILL CREDIT RATES CURRENT SUNSCRIPTION RATES Account number Premise Number Account Type Sunscription Rate 51-7166067-6 303443047 General Service $0.1179/kWh Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits will create any specific amount of economic benefit at any time or over any period of time or over the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic benefit to you. The estimate of potential benefits contained herein are based on a number of assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in place, NSP's retail electrical rates, and a number of other factors beyond the control of US Solar. Any estimate by US Solar herein or elsewhere given to Project Subscriber as to any expected benefit to Project Subscriber from the Bill Credits at any time or over any period of time is purely an estimate based on the Information available to US Solar and related assumptions at the time and is not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or over any period of time, or over the Term of the Agreement. 01 ESTIMATE OF SUBSCRIBED ENERGY CSG Allocation: 600 kW, which is expected to produce approximately 1,125,OOOkWh Production. Other than as specified In this Agreement, US Solar makes no representation or warranty as to the likelihood that the Project will generate anv specific amount of electricity or sufficient electricity so as to create any specific or minimum Bill Credits to Project Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimate described herein is Fused on a number of assumptions about expected solar insolation at the Project Site, and performance of the modules and other Project equipment, the accuracy of production estimating software and other factors affecting possible production which are not within the control of US Solar. Circumstances experienced at the Project will deviate from historical data and other assumptions and projections. The actual production of energy of electricity by the Project and delivery of energy, including Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages by NSP, Force Majeure events, and other events beyond the control of US Solar. The production estimate and any other estimate communicated by US Solar to Project Subscriber of expected energy production from the Project at any time or over any period of time is purely an estimate based on the information available to US Solar at the time and is not a guarantee that any such production will occur or that any particular amount of Subscribed Energy will be received by Project Subscriber at any time or over any period of time, including the Term of this Agreement. 21 EXHIBIT H PROJECT SUBSCRIBER DATA 1. Project Subscriber (name as shown on NSP account) Metropolitan Council 2. NSP service address (Eligible Address): Brooklyn Park Lift Station L32 7700 Mississippi Lane Brooklyn Park, MN 55444 3. NSP account number: 51-7166067-6 4. Average annual electrical consumption: 1,348,523 kWh 5. 120% of AAEC: 1,618,228 kWh 25 Michael Kampmeyer TruNorth Solar Cell: 651-246-6091 mkampmeyer@trunorthsolar.com N 1� SUBSCRIPTION AGREEMENT FOR PARTICIPATION IN A COMMUNITY SOLAR PROJECT BY AND BETWEEN DG MINNESOTA CSG 5, LLC, AS COMPANY, AND THE METROPOLITAN COUNCIL. OF MINNESOTA, AS SUBSCRIBER DATED 12-25-15 2 3. 4. RN W 7 1.1 Table of Contents page Subscription; Subscription Payment; Bill Credits.......................................................................... i 1.1 Subscription.......................................................................................................................1 1.2 Subscription Payment........................................................................................................2 1.3 Bill Credits.........................................................................................................................2 Sale of Electricity Generated by the System Sold To NSP.............................................................2 Communicationwith NSP..............................................................................................................2 Taxes; Change in Law; Creditworthiness......................................................................................2 4.1 Taxes..................................................................................................................................2 4.2 Change in Law...................................................................................................................2 4.3 Creditworthiness..............................................................................................................3 General Representations and Warranties........................................................................................3 5.1 Representations and Warranties Relating to Agreement Validity.....................................3 Company Representations, Warranties and Disclosures.................................................................4 6.1 Compliance........................................................................................................................4 6.2 System Completion., ...................................................................................... ..... -- .......... 4 6.3 Annual Report....................................................................................................................4 6.4 Maintenance and Repair of the System.............................................................................4 6.5 Casualty; Condemnation....................................................................................................4 6.6 Certain Tax and Securities Law Issues..............................................................................5 6.7 New c ........................................................................................................_........,,..5 System ,..,, . 6.8 Warranty.......................................................................................................... .................5 Representations, Warranties, Covenants and Acknowledgements of Subscriber ...........................5 7.1 Subscription Does Not Exceed 120 Percent......................................................................5 7.2 NSP Retail Subscriber; Location.......................................................................................5 7.3 Fair Disclosure by Company.............................................................................................5 7.4 Full Cooperation with the Commission, Department of Commerce, and Minnesota Office ofthe Attorney General...................................................................................................6 7.5 Subscriber Agency Agreement and Consent Fonn with NSP...........................................6 7.6 Representations Regarding Security Interest.....................................................................6 7.7 Subscriber as Governmental Entity...................................................................,................6 7.8 Subscriber Characteristics and Acknowledgments............................................................6 7.9 Solar Energy Standard.......................................................................................................7 7,10 Creditworthiness................................................................................................................7 Termand Termination....................................................................................................................7 8.1 Term...........................................................,..............................,........................................7 8.2 Company Default...............................................................................................................7 8.3 Subscriber's Remedies.......................................................................................................8 15.3 8.4 Subscriber Default Defined................................................................................................8 Integration; Amendment..................................................................................................15 8.5 Termination by Company.................................................................................................8 8.6 Termination by Subscriber.................................................................................................9 8.7 Program Repeal..................................................................................................................9 15.8 8.8 Survival..............................................................................................................................9 8.9 Company Mitigation Efforts..............................................................................................9 9. Change of Premises; Relocation; Transfer.....................................................................................9 9.1 Notice.................................................................................................................................9 9.2 New Location Within NSP Service Territory....................................................................9 9.3 Termination.....................................................................................................................10 10. Billing ............................................................................... ........... 10.1 Calendar Month Billing...................................................................................................10 10.2 Payment........................................................................................................................... 10 103 Late Payment................................................................................................................... t0 10.4 Billing Disputes............................................................................................................... t0 10.5 NSP Adjustment.............................................................................................................. t0 11. Title and Ownership......................................................................................................................10 11.1 Title to System and Output..............................................................................................10 11.2 Ownership of Attributes...................................................................................................11 12. Assignment...................................................................................................................................11 12.1 Assignment by Subscriber...............................................................................................11 12.2 Assignment by Company.................................................................................................11 12.3 Financing Accommodations............................................................................................11 13. Intentionally Omitted. ............................................................. ..................................................... 13 14. Trade Secrets; Public Announcements.........................................................................................13 14.1 Trade Secret Information Provided to Government Entities...........................................13 14.2 Public Announcements...................................................................................................13 15. Miscellaneous...............................................................................................................................13 15.1 Force Majeure. .................................................. .............................................................. 13 15.2 Notices.............................................................................................................................14 15.3 Captions..........................................................................................................................14 15.4 Integration; Amendment..................................................................................................15 15.5 Governing Law................................................................................................................15 15.6 LIMITATION OF LIABILITY.......................................................................................IS 15.7 Certain Disputes...............................................................................................................15 15.8 Severability......................................................................................................................15 ii 15.9 Cooperation......................................................................................................................15 15.10 Execution in Counterparts and By Facsimile Transmission ............................................ 16 15.11 Company Not a Utility..................................................................................................... 16 15.12 Service Contract............................................................................................................... 16 15.13 Relation of the Parties...................................................................................................... 16 15.14 Insurance.......................................................................................................................... 16 Appendices Appendix A - Subscriber and System Information Appendix B — Definitions Appendix C — Fair Disclosure Checklist Appendix D -- Subscriber Agency Agreement and Consent Form Appendix E -- Termination Fee Appendix F — Insurance SUBSCRIPTION AGREEMENT FOR PARTICIPATION IN A COMMUNITY SOLAR PROJECT This Subscription Agreement for Participation in a Community Solar Project ("Agreement') is entered into, as of the dates set forth below, by DG Minnesota CSG 5, LLC, a Delaware limited liability company (hereafter called "Company") and The Metropolitan Council of Minnesota a €+corporation I limited liability company ( etc, 1 organized under the laws of the State of Minnesota (hereafter called "Subscriber"), each a "Pa " and together, the "Parties." The effective date of this Agreement is 12-23- 15 ("Effective Date"). Capitalized terms used in this Agreement shall have the meanings set forth in Aix B, unless the context clearly requires otherwise. BACKGROUND A. Subscriber is a public corporation and political subdivision of the State of Minnesota and is a retail electric customer of Northern States Power Company, a Minnesota corporation and wholly owned subsidiary of Xcel Energy, Inc. ("NSP,"). The location of Subscriber's retail electric service is set forth in Appendix A ("Premises'). In connection with the energy used at the Premises, Subscriber desires to participate in NSP's Solar Rewards Community Program pursuant to the terms approved by the Minnesota Public Utilities Commission (the "Program_"), as may be amended from time to time. B. Company operates or will operate a Community Solar Project (as that term is defined in the Program) more fully described in Appendix A (the "System'). The System will interconnect with NSP's electric system, and will generate electricity in parallel with NSP's system. C. Pursuant to a Power Purchase Agreement to be entered into between NSP and Company (the "PPA"), Company will sell and deliver all of the electric output from the System to NSP in exchange for a corresponding number of bill credits (measured in kWh) which will be allocated to subscribers of the System ("Bill Credits"). D. For energy consumption purposes, Subscriber wishes to enter into a subscription agreement with Company for a percentage of the output of the System and receive a corresponding number of Bill Credits to offset its electric bills from NSP with respect to the Premises. E. Community solar projects, including the System, fall under the authority of Minnesota Statutes § 216B. 1641 and the Program. NOW, THEREFORE, in consideration of the mutual promises contained herein, Subscriber and Company agree as follows: Subscription Subscription Payment; Bill Credits 1.1 Subscription Company hereby agrees to provide, and Subscriber hereby agrees to accept from Company, certain services with respect to the Subscriber's Capacity during the Term as detailed in this Agreement (the "Subscription"). 1.2 Subscription Payment As compensation to Company for its delivery of the energy corresponding with Subscriber's Capacity to NSP and the Bili Credits generated therefrom, Subscriber agrees to pay to Company the Subscription Payment on a monthly basis for such services. 1.3 Bill Credits Subject to the terms and conditions of this Agreement, the PPA and the Program, Company shall direct NSP to deliver to Subscriber one hundred percent (100%) of the Bill Credits generated from the Subscriber's Capacity during the Term. Sale of Electricity Generated by the System Sold To NSP Effective upon the Commercial Operation Date and during the Term, Company shall sell and deliver to NSP the photovoltaic electric energy produced by the System pursuant to the PPA and in accordance with the Program. Subscriber hereby authorizes Company to communicate with NSP as necessary or appropriate to effectuate the terms of this Agreement and the Program and to disclose and receive information relating to Subscriber and the Subscription including, bort not limited to, Subscriber's name, address, NSP account number, electric consumption and the Subscriber's Capacity, all as required by and in accordance with the PPA. Subscriber retains authority to communicate with, instruct, and direct NSP with respect to other matters pertaining to electric service to the Premises. The PPA requires that Company (as opposed to NSP) shall be responsible for answering all questions from Subscriber regarding the Subscription, subject to the terms set forth in the Subscriber Agency Agreement and Consent Form attached as Appendix D to this Agreement. 4. jaxes; Chance in Law, Creditworthiness 4.1 Taxu Company shall pay and be responsible for any sales or use tax imposed with respect to Company's acquisition, installation, and operation of the System. Company shall not be obligated for any taxes payable by or assessed against Subscriber based on or related to Subscriber's income or revenues. Subscriber shall pay and be responsible for any sales, use, excise, transfer and other similar taxes or assessments levied on the Subscription or the Bill Credits to Subscriber (regardless of whether such taxes or assessments are imposed on Company or Subscriber), together with any interest, penalties or additions to tax payable with respect to such taxes or assessments. Company shall be liable for any real property taxes or assessments associated with the presence of the System on the Site. 4.2 Change in Law If there is any change in Applicable State Law subsequent to the Effective Date that results in a direct and material change in Company's costs to provide the Subscription, Company shall promptly submit to Subscriber a written notice setting forth (i) the citation of the change in Applicable Law, (ii) the manner in which such change materially increases Company's costs to provide the Subscription, and (iii) Company's proposed adjustment to the Contract Rate to reflect 50% of such material changes in Company's costs. Subscriber agrees to an adjustment in the Contract Rate such that the new Contract Rate effectively compensates Company for half (1/2) the cost increase related to the change of Applicable Law, only to the extent that the change of Applicable Law is: (x) enacted by a Governmental Authority created, existing, or having its authority vested pursuant to the Applicable Laws of the State of Minnesota. If there is any change in Applicable Federal Law that materially increases the Company's costs to provide the Subscription then there shall be no adjustment to the Contract Rate. If there is any change in Applicable Local or Municipal Law enacted by, at the request of, or on behalf of Subscriber, or a Governmental Authority controlling, or controlled by, Subscriber; (y) related to the Bill Credits; or (z) or its subdivisions, then Subscriber shall compensate Company for 100% of the material changes in the Company's costs. 4.3 Creditworthiness Company shall evaluate Subscriber's Credit Rating within fifteen (15) days after the Effective Date (the "Initial Credit Review"), and may, from time -to -time thereafter during the Term, evaluate Subscriber's Credit Rating (each subsequent evaluation being a "Periodic Credit Review"). If, in connection with the Initial Credit Review, Company determines that Subscriber's Credit Rating is below Investment Grade, Company shall notify Subscriber of such determination, and Company may terminate the Agreement. Notwithstanding anything to the contrary, neither Party shall bear any liability, or be obligated to pay any Termination Fee, to the other as a result of a termination of the Agreement pursuant to the previous sentence. 5� General Representations and Warranties 5.1 Representations and Warranties Relating to Agreement Validity In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other as of the Effective Date that: (a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization. (b) It has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement. (c) It has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement. (d) The Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally. (e) There is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein. (f) Its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws. 6. Company Representations, Warranties and Disclosures 6.1 Compliance Company shall be responsible for ensuring that the System equipment meets all applicable codes, standards, and regulatory requirements at the time of installation and throughout its operation and complies with Applicable Law, 6.2 System Completion Subject to the provisions set forth in Section 15.1 relating to Force Majeure, or as otherwise excused pursuant to the PPA, the Interconnection Agreement or the Program, Company shall use commercially reasonable efforts to cause the Commercial Operation Date to occur as promptly as practicable, but in any event no later than twenty four (24) months from the date Company's application is initially approved by NSP. 6.3 Annual ReWrt Company shall provide Subscriber and NSP with annual reports as of the end of the calendar or other fiscal year containing, at a minimum, the energy produced by the System; financial statements that accurately reflect the financial operation and performance of the System; information on any material changes in the management and ownership of Company; and any other information required by the PPA. Subscriber may submit comments to Company, with a copy to NSP, on the accuracy and completeness of the annual reports. 6.4 Maintenanee_and Repair of the System Company shall operate and maintain the System in good working order during the term of this Agreement and consistent with industry standards. Company may from time to time and without notice to Subscriber suspend operation of the System for commercially reasonable periods of time for the purpose of testing, maintaining, replacing and repairing the System and such suspension of service shall not constitute a breach of this Agreement. Company shall not have any obligation to reimburse Subscriber for Bill Credits that would have been received but for such suspension except as provided in Section 6.5 below. 6.5 Casualty; Condemnation If at any time during the Term the System is (i) damaged by fire or other casualty; (ii) taken for any public or quasi public use by condemnation or right of eminent domain or (iii) ceases to be permitted for any reason at the Site, Company shall have the right, but not the obligation, to reconstruct, restore or relocate the System and if Company elects to do so, then the Agreement shall remain in full force and effect, without change, for the remainder of the Term. if Company fails to provide notice to Subscriber of its intention to reconstruct, restore, or relocate the System within ninety (90) days of the subject event, this Agreement shall terminate without further liability of either Party to the other save in respect of Subscriber's obligation to make Subscription Payments due prior to such termination. 4 6.6 Certain Tax and Securities Law Issues Company makes no warranty or representation concerning the taxable consequences, if any, to Subscriber with respect to the Bill Credits or Subscriber's participation in the Subscription. Additionally, Company makes no warranty or representation concerning the implication of any federal or state securities laws on the Subscription, if any. 6.7 New System The System to which Subscriber subscribes is new and has not been previously interconnected at the time of Company's application to the Program. 6.8 Warranty Commencing on the third anniversary of the Commercial Operation Date and during all times thereafter during the Term, if the System is out of service or production is suspended for any reason other than for Force Majeure, scheduled outages, or any act or omission of Subscriber or NSP, and such suspension of service results in Subscriber receiving Bill Credits corresponding to less than eighty-five percent (85%) of the applicable Weather Adjusted Estimated Production based on a three-year rolling average, Company agrees to reimburse Subscriber for the value attributable to the lost Bill Credits in such year at a rate (per kWh) calculated as the positive difference, if any, after subtracting the Contract Rate from the face value of the Bill Credits. NO OTHER WARRANTY TO SUBSCRIBER OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SYSTEM OR ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SUBSCRIBER. 7. Representations Warranties Covenants and Acknowledgements of Subscriber 7.1 . ubscriplion Does Not Exceed 124 Percent Subscriber represents and warrants that its Subscription is sized: (i) for purposes of offsetting Subscriber's energy consumption at the Premises during the Term and (ii) so that, when combined with other distributed generation resources serving the Premises, the Subscriber's Capacity does not exceed one hundred twenty percent (I 201/1o) of the average annual consumption of electricity at the Premises over the prior twenty-four (24) months. 7.2 NSP Retail Subscriber: Location Subscriber represents and warrants that it is a retail customer of NSP at the Premises, and the Premises are located in the same county or a county contiguous to the Site. 7.3 Fair Disclosure by Company Subscriber acknowledges and agrees that Company has fairly disclosed to Subscriber the future costs and benefits of the Subscription and other information required by the Minnesota Public Utilities Commission as reflected on the Fair Disclosure Checklist attached as Appendix C. 7.4 Full Cooperation with the Commission Department of Commerce and Minnesota Office of the Attorney General To the fullest extent permitted by law, Subscriber agrees to fully cooperate with Company in connection with any request for information from the Minnesota Public Utilities Commission, the Minnesota Department of Commerce, the Minnesota Office of the Attorney General, or any other regulatory agency, pertaining in any way to this Agreement or the System, and shall provide such information upon request in a timely manner. 7.5 Subscriber Agency Agreement and Consent Form with NSP Subscriber has completed and executed, or on or before the Effective Date shall complete and execute, the Subscriber Agency Agreement and Consent Form set forth as Appendix D to this Agreement, which document Company shall deliver to NSP prior to the Commercial Operation Date. 7.6 Representations Regarding Security Interest Subscriber has been advised that part of the collateral securing the financial arrangements for the System may be the granting of a first priority perfected security interest (the "Security Interest") in the System to a Financing Party. In connection therewith, Subscriber represents and warrants that to Subscriber's knowledge, there exists no event or condition which constitutes a default, or would, with the giving of notice or lapse of time, constitute a default under this Agreement. 7,7 Subscriber as Governmental Entity If Subscriber is a municipality or other governmental entity, (i) Subscriber represents and warrants that payments hereunder (including payment of the Termination Fee) are not subject to appropriations; and (ii) Subscriber covenants that, in the event any payment hereunder (including payment of the Termination Fee) is or becomes subject to any necessary appropriation, Subscriber shall use its best faith efforts to appropriate necessary funds to satisfy such obligations, and not to discriminate between such obligations and its other obligations with respect to payments for necessary services. 7.8 Subscriber Characteristics and Acknowledgments Subscriber represents and warrants that: (a) Subscriber: (i) is an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a partnership, or an incorporated municipality or governmental subdivision; and (ii) owns assets with an aggregate value in excess of $5,000,000. (b) Subscriber acknowledges that this Agreement, and Subscriber's payments made hereunder, entitle Subscriber solely to Bill Credits, which may only be used toward Subscriber's consumption of electricity. Subscriber acknowledges that its net cost of electricity may or may not be reduced as a result of entering into this Agreement, depending on, among other factors, the amount of electricity generated by the System and fluctuations in the market price for electricity, Subscriber further acknowledges, however, that Subscriber will not otherwise be entitled to any profit (through earnings, capital appreciation or otherwise) related to the System or entering this Agreement. (c) Subscriber is the sole party in interest agreeing to purchase the Subscription and is acquiring the Subscriber's Capacity as an energy commodity for persona] consumption for its own account, not for investment or speculation, not with a profit expectation and not with a view to the resale or other distribution thereof, in whole or in part. Subscriber is aware that (i) it is solely a subscriber to the energy associated with the Subscriber's Capacity and (ii) it does not have an interest in the profits or losses of the System. (d) Subscriber is aware that the Subscription and this Agreement have not been registered under federal securities laws or registered or qualified under the securities laws of the state in which Subscriber resides or is located based in part upon the representations of Subscriber contained herein; provided, that no representation is made or implied hereunder as to the applicability or inapplicability of such securities laws. (e) Subscriber shall not transfer, sell or otherwise dispose of the Subscription or the Subscriber's Capacity in any manner, except as expressly permitted under this Agreement. (f) Subscriber has been given the opportunity to ask questions of, and receive answers from, Company concerning the terms and conditions of this Agreement and other matters pertaining to this Agreement, and has been given the opportunity to obtain such additional information necessary in order for Subscriber to evaluate the merits and risks of the purchase of Subscriber's Capacity and receipt of associated Bill Credits to the extent Company possesses such information or can acquire it without unreasonable effort or expense. (g) Subscriber is not solely relying on Company or its employees, members of its board of directors (or equivalent body) or officers, or this Agreement with respect to tax and other economic considerations involved in whether to enter into this Agreement. (h) Subscriber is aware that this Agreement is solely between Subscriber and Company and is not dependent upon the existence of other subscribers. 7.9 Solar Energy Standard Subscriber represents and warrants that it is not exempt, for the purposes of calculating the total retail electric sales of a public utility, from the Solar Energy Standard under Minnesota Statutes s 2168.1691, subdivision 2(f)d. 7.10 Creditworthiness To the extent that Company determines, during the Initial Credit Review, that Subscriber's Credit Rating is Investment Grade, then Subscriber warrants that it shall thereafter maintain an Investment Grade Credit Rating throughout the Term. 8. Term and Termination 8.1 Term The initial term of this Agreement shall commence on the Effective Date and, unless terminated earlier as provided in this Agreement, shall expire on the twenty-fifth (25th) anniversary of the Commercial Operation Date (the "Term"). 8.2 Company Default If Company breaches any material term of this Agreement and: (A) if such breach can be cured within thirty (30) days after Company's receipt of Subscriber's notice of such breach and Company fails to so cure; or (B) Company otherwise fails to commence and diligently pursue and complete a cure within ninety (90) days of receipt of Subscriber's notice, then a "Company Default" shall have occurred. 8.3 Subscriber's Remedies If a Company Default has occurred and is continuing, Subscriber may terminate this Agreement immediately and otherwise exercise any other remedy it may have at law or equity or under this Agreement. 8.4 Subscriber Default Defined The following events shall be defaults with respect to Subscriber (each, a "Subscriber Default"): (a) Subscriber fails to pay Company any undisputed amount due Company under this Agreement or any Other Subscription Agreement within fifteen (15) days from receipt of notice from Company of such past due amount; (b) Subscriber breaches any material teen of this Agreement if: (A) such breach can be cured within thirty (30) days after Subscriber's receipt of Company's notice of such breach and Subscriber fails to so cure; or (B) Subscriber otherwise fails to commence and diligently pursue and complete a cure within ninety (90) days of receipt of Subscriber's notice; or (c) (A) Subscriber admits in writing its inability to pay its debts generally as they become due; (B) Subscriber files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, district or territory thereof; (C) Subscriber makes an assignment of this Agreement for the benefit of creditors; (D) Subscriber consents to the appointment of a receiver of the whole or any substantial part of its assets; (E) Subscriber has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (F) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Subscriber's assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (Gi) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Subscriber's assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. (d) Company's Remedies. If a Subscriber Default has occurred and is continuing, then in addition to (and not in lieu of) any other remedy it may have in law or equity, may do any or all of the following: (A) allocate the Subscriber's Capacity to another Person, (B) require Subscriber to pay to Company the Termination Fee; or (C) terminate this Agreement and the Subscription. 8.5 Termination by Company Until the Early Termination Deadline, Company may terminate this Agreement at any time and for any reason (including but not limited to change in Applicable Law, failure to obtain required permits, approvals or financing commitments) by submitting written notice of the intended termination date, on or before the Early Termination Deadline, providing not less than thirty (30) days' written notice to Subscriber. Upon such termination, neither Party shall have any liability to the other save in respect of such liability accruing or arising prior to such termination. 8.6 Termination by Subscriber Subscriber may terminate this Agreement at any time and for any reason by submitting written notice, providing not less than thirty (30) days' notice of the intended termination date, and by paying Company or its designee the applicable Termination Fee. Upon such termination and Subscriber's payment of the Termination Fee, neither Party shall have any liability to the other save in respect of such liabilities accruing or arising prior to such termination and Company's mitigation efforts set forth in Section 8.9, 8.7 Program Repeal If the Program is repealed or terminated such that performance hereunder becomes illegal or impossible, either Party may terminate this Agreement and Subscriber shall be liable to the company for the amount set forth in section 15.6. The Company will have the obligation to mitigate the damages resulting from program repeal, including but not limited to: re -contracting the power to another offtaker, utility or entity. The Subscriber shall pay the difference in the Termination Fee and the re -contracted amount 8.8 Survival The obligations hereunder that, expressly or by implication, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement to the extent necessary to give them full effect. 8.9 Company Mitigation Efforts In the event that this Agreement is terminated prior to the end of the Term, and such termination results in Subscriber becoming obligated to pay the Termination Fee, then: (i) Subscriber shall pay the applicable Termination Fee to Company within thirty (30) days following such termination; and (ii) until the earlier of (y) a period of three years following such payment or (z) the end of the Term, Company shall endeavor to sell, remarket or otherwise deploy the System and if Company is able to recover any positive value in connection with the System or the output thereof, it shall refund Subscriber's payment of the Termination Fee to the extent of any net value allocable to the Subscriber's Capacity. 9. Chanee of Premises, Relocations Transfer 9.1 Notic Subscriber shall notify Company in writing thirty (30) days prior to any change in Subscriber's Premises (e.g., location of electric service), billing account name, or billing account number during the Term that may affect the provision of Bill Credits or other terms of this Agreement. There shall be no cost to Subscriber to make such changes. 9.2 New Location Within NSP Service Territory If Subscriber ceases to be an NSP customer at the Premises, Subscriber may: (a) to the extent it has moved, or moves within thirty (30) days of ceasing to be an NSP customer at the Premises, to another location within the service territory of NSP and subject to the representations and warranties in Article 7 remaining true and accurate, transfer the Subscriber's Capacity to such new location(s) meeting the requirements of the Program, and such new location(s) shall be substituted as the Premises under this Agreement and this Agreement shall continue in effect; or (b) Subject to Section 12. 1, transfer its Subscription to another NSP customer(s) who qualifies for participation in the Program. 9.3 Termination If Subscriber ceases to be an NSP customer for electric service at the Premises and does not comply with Section 9.2(a) or Section 9.2(b) within the time periods set forth in the Program, then this Agreement shall terminate and Subscriber shall pay to Company, or its designee, the applicable Termination Fee. It t a 10.1 Calendar Month Billing Within ten (10) days after the end of each month, Company shall provide to Subscriber an invoice for the Subscription Payment based on Company's readings of the Production Meter. Invoices may be sent by email to an email address provided by Subscriber. 10.2 Payment Unless otherwise specified herein, payments are payable by check or electronic funds transfer, as agreed upon by the parties, on or before thirty (30) days following receipt of the invoice by Subscriber. 10.3 Late Payment All payments that are not paid when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated Rate, 10.4 Billing Disputes Subscriber may dispute invoiced amounts; provided Subscriber pays any undisputed portion on or before the date due. When the billing dispute is resolved, Subscriber shall pay the amount owed within thirty (30) business days of the date of such resolution, with interest as set forth in Section 10.3. 10.5 NSP Adjustment If, as a result of a billing adjustment, NSP increases or reduces the amount of Bill Credits allocated to the Subscriber's Capacity for any period, Company must adjust any previously issued invoice accordingly such that the amount of energy invoiced by Company is equal to the amount of energy credited by NSP. l 11.1 Title to System and Output As between the Parties, Company shall hold title to and be the legal and beneficial owner of the System and the output thereof at all times. 10 1 1.2 Ownership of Attributes As between the Parties, Company shall retain the exclusive right to take or sell all Attributes. Subscriber shall provide reasonable assistance to Company in preparing all documents necessary for Company to receive such Attributes, and if Subscriber is deemed to be the owner of any such Attributes, Subscriber shall assign the same (or the proceeds thereof) to Company. If Subscriber receives any payments in respect of such Attributes, it shall promptly pay them over to Company. The Parties acknowledge that the Company will in turn elect to transfer the Environmental Attributes to NSP pursuant to the PPA in order to obtain the Enhanced Bill Credit Rate as defined in the PPA. 12. Assignment 12.1 Assignment b Sy ubscriber Subscriber may not assign or transfer this Agreement, the Subscription or Subscriber's rights in the Subscriber's Capacity without the advance written consent of Company, which shall not be unreasonably withheld, conditioned or delayed, and subject to the transferee qualifying for participation in the Program, satisfying all of the representations and warranties of Article 7 hereof and executing a replacement subscription agreement for the remainder of the Term of substantially the same terms as set forth herein. Subscriber shall, in advance, provide Company with all requested documentation and information relating to the proposed transfer, including without limitation the new subscriber's name, address, NSP account number, and qualifications to participate in the Program. Subscriber may not offer this Agreement or the Subscription for resale, and Subscriber shall warrant in connection with any transfer hereunder that it shall not have received any consideration in connection with such assignment. 12.2 Assignment by Company Company may without the prior consent of (but with notice to) Subscriber, assign this Agreement (i) to a financially capable Affiliate of Company; or (ii) to a Financing Party. Subscriber shall provide such confirmations, releases and novations as are reasonably requested by Company in connection with any such assignment. 12.3 Financing Accommodations (a) Assignment to Financing Party. Company may mortgage, pledge, grant security interests, assign, or otherwise encumber its interests in this Agreement to any Financing Party. Subscriber acknowledges that Company may obtain construction financing for the System from a third party and that Company may either obtain term financing secured by the System or sell or assign the System to a Financing Party or may arrange other financing accommodations from one or more financial institutions and may from time to time refinance, or exercise purchase options under, such transactions. In order to facilitate such necessary sale, conveyance, or financing, and with respect to any Financing Party, Subscriber agrees as follows: (i) Consent to Collateral Assignment. Subscriber hereby consents to both of the sale of the System to a Financing Party and the collateral assignment to the Financing Party of Company's right, title and interest in and to this Agreement. (ii) Rights of Financing Party. Notwithstanding any contrary term of this Agreement: (A) Step -In Rights, The Financing Party, as owner of the System, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Company, any and all rights and remedies of Company under this Agreement in accordance with the terms of this Agreement. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; (B) Opportunity to Cure Default, The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Company thereunder or cause to be cured any default of Company thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Company under this Agreement or to perform any act, duty or obligation of Company under this Agreement (unless the Financing Party has succeeded to Company's interests under this Agreement), but Subscriber hereby gives it the option to do so; (C) Exercise of Remedies. Upon the exercise of remedies, including any sale of the System by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Company to the Financing Party (or any assignee of the Financing Party as defined below) in lieu thereof, the Financing Party shall give notice to Subscriber of the transfer or assignment of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; (D) Cure of Bankruptcy Rejection. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Company under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection. Subscriber shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this Agreement. (iii) Right to Cure, (A) Cure Period, Subscriber shall not exercise any right to terminate or suspend this Agreement unless it shall have given the Financing Party prior written notice of its intent to terminate or suspend this Agreement, using the contact information provided by Company and as required by this Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within thirty (30) days after such notice or (if longer) the periods provided for in this Agreement; provided that if such Company default reasonably cannot be cured by the Financing Party within such period and the Financing Party commences and continuously pursues cure of such default within such period, such period for cure shall be extended for a reasonable period of time under the circumstances, such period not to exceed an additional ninety (90) days. The Parties' respective obligations shall otherwise remain in effect during any cure period. (B) Continuation of Agreement. If the Financing Party or its assignee (including any purchaser or transferee), pursuant to an exercise of remedies by 12 the Financing Party, shall acquire title to or control of Company's assets and shall, within the time periods described above, cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity, then such person shall no longer be in default under this Agreement, and this Agreement shall continue in full force and effect. (b) Financing Party a Third -party Beneficiary. Subscriber agrees and acknowledges that Financing Party is a third party beneficiary of the provisions of this Section 12.3. (c) Entry to Consent to Assignment. Subscriber agrees to: (i) execute any consents to assignment or acknowledgements; and (ii) provide such other documents as may reasonably be requested by Company and/or Financing Party in connection with such financing or sale of the System. 13. Intentionallv Omitted 14. Trade Secrets: Public Announcements 14.1 Trade Secret Information Provided to Government Entities Company may provide data that it designates as trade secret to Subscriber. Under Minnesota Statutes section 13.37, subdivision I(b), Subscriber is responsible for determining whether data marked as trade secret by Company qualifies as trade secret under the law. For Company data that Subscriber determines is trade secret, Subscriber will not share the data with any other Pcrson or entity except as required by law. If Subscriber receives a request under the Minnesota Government Data Practices Act for access to data that Company designated as trade secret but Subscriber has determined is not trade secret, Subscriber will use its best efforts to give the Company ten (IU) days' notice before releasing the data in order to permit the Company to exercise whatever legal remedies are available to the Company to prevent disclosure. 14.2 Public, Announcements The Parties shall coordinate and cooperate with each other when making public announcements related to the execution and existence of this Agreement, and each Party shall have the right to promptly review, comment upon, and approve any publicity materials, press releases, or other public statements by the other Party that refer to, or that describe any aspect of, this Agreement. 15. Miscellaneous 15.1 Force Maieure As used in this Agreement "Force Majeure" means any cause beyond the control of either Party which, despite the exercise of due diligence, the applicable Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, action or inaction by a Governmental Authority (unless Subscriber is the acting Governmental Authority and Subscriber is the Party whose performance is affected by such action nor inaction), acts of God, fire, flood, storms, terrorist acts, wars (either declared or undeclared), hostilities, civil strife, strikes and other labor disturbances, earthquakes, fires, volcanic eruption, lightning, epidemics, sabotage, or any changes in economic, regulatory or political conditions or any law, which, by exercise of reasonable foresight the Party claiming Force Majeure could not reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome. Force Majeure specifically includes utility delays and any event constituting "Force Majeure" under the PPA or the 13 Interconnection Agreement. If the Party claiming the Force Majeure is rendered wholly or in part unable to perform its obligations under this Agreement because of Force Majeure, the claiming Party shall be excused from whatever performance is affected by the event of Force Majeure, provided that; (a) The Party shall, as soon as it is reasonably possible after the occurrence of the Force Majeure, give the other Party written notice describing the particulars of the occurrence, and (b) The suspension of performances shall be of no greater scope and of no longer duration than is required by the event of Force Majeure, Force Majeure shall not excuse the obligation to make any payment. 15.2 Notices All notices and other communications under this Agreement by Company or Subscriber shall be given in writing and shall be personally delivered, sent by telecopy, facsimile transmission, or electronic mail sent to the applicable Party at their respective addresses indicated by this Section 15.2: If to Subscriber: Metropolitan Council Attn: Sustainable Operations Mangaer 340 Hobert Street North St, Paul, MN 55101 sara.smith@metc.state.mn.us metc.state.mn.us If to Company: [DG Minnesota CSG 5 ], LLC Attn: Matthew S. Handel 700 Universe Blvd. Juno Beach, Florida 33408 Fax: [ FaxNo_] Email: TBD or to such other person or address as any Party shall have specified by notice in writing to the other Parties. If personally delivered, such communication shall be deemed delivered upon actual receipt; if sent by telecopy, facsimile transmission, or email, such communication shall be deemed delivered the day of the transmission, or if the transmission is not made on a business day, the first business day after transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier pursuant to this Section 15.2, such communication shall be deemed delivered upon receipt; and if sent by U.S, mail pursuant to this Section 15.2, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal. 15.3 Captions All titles, subject headings, section titles and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive or to affect the meaning of the contents or scope of the Agreement. 14 15.4 Integration, Amendment This Agreement and its Exhibits constitute the entire agreement among the Parties relating to the transactions described herein and supersedes any and all prior oral or written understandings. No amendment, addition to or modification of any provision hereof shall be binding on the Parties, and no Party shall be deemed to have waived any provision or any remedy available to it unless such amendment, addition, modification or waiver is in writing and signed by a duly authorized officer or representative of the applicable Party or Parties. 15.5 Governing Law This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Minnesota without regard to the conflicts of laws provision thereof. Any disputes resulting in litigation between the Parties shall be conducted in the state or federal courts of the State of Minnesota. 15.6 LIMITATION OF LIABILITY EXCEPT WITH RESPECT TO PAYMENT OF THE TERMINATION FEE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY HEREUNDER EXCEED ONE HUNDRED PERCENT (100%) OF THE SUBSCRIPTION PAYMENTS PAID IN THE PRECEDING TWELVE (12) MONTH PERIOD, IN THE FIRST TWELVE (12) MONTHS OF COMMERCIAL OPERATION, THE AGGREGATE LIABILITY OF THE COMPANY SHALL NOT EXCEED ONE HUINDRED PERCENT (100%) OF THE ESTIMATED VALUE OF THE SUBSCRIPTION PAYMENTS FOR THE FIRST TWELVE (12) MONTH PERIOD 15.7 Certain Disputes Under the PPA, Company is solely responsible for resolving any disputes with NSP or Subscriber about the accuracy of the System production and the mill Credits allocated to Subscriber in connection therewith. Notwithstanding the foregoing, Subscriber acknowledges that NSP is responsible for resolving disputes with Subscriber regarding the applicable rate used to determine the Bill Credits. 15.8 Severability Should any provision of this Agreement be or become void, illegal or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected and shall continue in force. The Parties shall, however, use their reasonable best efforts to agree on the replacement of the void, illegal or unenforceable provisions with legally acceptable clauses that correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole. 15.9 Cooperation The Parties agree to cooperate reasonably with each other in the implementation and performance of this Agreement. Such duty to cooperate shall not require any Party to act in a manner inconsistent with its rights under this Agreement or in a manner inconsistent with applicable State of Minnesota or federal law. 151 15.10 Execution in Countemarts and By_Facsimile Transmission This Agreement may be executed in counterparts, each of which shall be considered one and the same agreement and each of which shall be deemed an original. This Agreement may be executed and delivered by email, and the Parties agree that such electronic execution and delivery shall have the same force and effect as delivery of an original document with original signatures. 15.11 Company Not a Utility Neither Party shall assert that Company is an electric utility or public service company or similar entity that has a duty to provide service, is subject to rate regulation, or is otherwise subject to regulation by any Governmental Authority as a result of Company's obligations or performance under this Agreement. Code, 15.12 Service Contract This Agreement is a service contract pursuant to Section 7701(e)(3) of the Internal Revenue 15.13 Relation of the Parties The relationship between Company and Subscriber shall not be that of partners, agents or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes. Company and Subscriber, in performing any of their obligations hereunder, shall be independent contractors or independent parties and shall discharge their contractual obligations at their own risk. 15.14 Insurance With respect to the services provided pursuant to this Agreement, Company shall at all times during the term of this Agreement have and keep in force the insurance coverages set forth in Appendix F. Company shall not commence work until it has obtained required insurance and filed with Subscriber a properly executed certificate of insurance establishing compliance. The certificate(s) must name Subscriber as the certificate holder and as an additional insured for the liability coverage(s) for all operations covered under the Agreement. Company shall furnish to Subscriber updated certificates during the term of this Agreement as insurance policies expire. Signature Page Follows. 16 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below. [Company] as Name: Matthew Handel Title: Vice President Date: 12/28/15 [Subscriber] By: — O / &. Name: tVl�il%L� cGc�,t,S Title: �t Date: !I I Subscriber Name(s): Metropolitan Council of Minnesota Address of Premises: Blue Lake Wastewater Treatment Plant 6957 County Road 101E Shakopee, MN 55379 Initial Meter(&) # for Crediting: 000017091445 Tel; Fax: Email sara.smith@metc.state.mn.us System Company Name: —5G Minnesota CSG —5, LLC System Name: DG Minnesota CSG 5, LLC - A System Site Location. Carver County System Capacity (kW): 1,000kW AC (I MW AC) AC Subscriber's Capacity (kW):"0 Contract Rate ($/kWh): $0.10961 Estimated annual amount of Subscriber's 358,568 Energy Output: Interconnection Date: 12/31/16 Solar Equipment: Serial numbers and other information regarding the specific solar panels and equipment allocated to Subscriber shall be provided to Subscriber within sixty (60) days of the Commercial Operation Date. Appendix B Definitions "Affiliate" means any person or entity that controls, is under the control of, or is under common control with, the named entity. The term "control", including the terms "controls", "under the control of or "under common control with", means the possession, directly or indirectly, of the power to direct or cause the direction of the management of the policies of a person or entity, whether through ownership interest, by contract or otherwise. "Agreement" is defined in the preamble. "Applicable Law" means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or requirement of any Governmental Authority other than Subscriber having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority. "Attributes" means, collectively, the Environmental Attributes, Rebates, Capacity Attributes and Tax Attributes associated with the System, but does not include the payments made to Subscriber by NSP in connection with renewable energy credits or certificates. "Bill Credits" means the monetary value of the enhanced bill credits to Subscriber from NSP for the electricity generated by the System commensurate with the Subscriber's Capacity. "Capacity Attributes" means any payments for electric capacity or ancillary services that may become available as a result of the construction or operation of the System. "Commercial Operation Date" means the "Date of Commercial Operation" as defined in the PPA and as noticed by Company to Subscriber. "Company" is defined in the preamble. "Company Default" is defined in Section 8.2. "Control," and all derivatives thereof, mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person "Contract Rate" means the rate in $/kWh set forth in Appendix A. "Credit Rating" means, with respect to an entity, the rating then assigned to such entity's senior, unsecured long-term debt obligations (not supported by third -party credit enhancements), or if such entity does not have a rating for its senior, unsecured long-term debt, then the rating assigned to such entity as an issuer rating, by S&P, Moody's or any other rating agency agreed to by the Parties. "Early Termination Deadline" means the earlier of, (i) the date Company signs a PPA with NSP "Effective Date" is defined in the preamble. "Environmental Attributes" means all products of the System other than electricity or related Bill Credits, including but not limited to carbon trading credits, renewable energy credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits and Green -e@ products. "Financing Parry" means any third -party entity providing debt or equity financing to Company with respect to the System (or any successor or assignee thereof), including any third -party pursuant to sale/leaseback, partnership flip or lease pass-through transaction. "Force Majeure" is defined in Section 15.1. "Governmental Approval" means any approval, consent, franchise, permit, certificate, resolution, concession, license or authorization issued by or on behalf of any applicable Governmental Authority. "Governmental Authority" means any federal, state, regional, county, town, city or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government including, without limitation, any governmental or quasi -governmental entity or independent system operation or regional transmission operator. "Initial Credit Review" is defined in Section 4.3. "Interconnection Agreement" means Company's interconnection agreement with NSP relating to the System. "Investment Grade" means a Credit Rating of BBB and Baa2 or higher by S&P or Moody's, respectively, provided that if the Credit Ratings by S&P and Moody's are not equivalent, then the lower of the Credit Ratings shall control for purposes of determining whether the Person's Credit Rating is Investment Grade. "Loss" means the amount of (a) any loss, cost, expense, damage or liability, including interest, fines, reasonable legal and accounting fees and expenses, but excluding consequential, indirect, special or punitive damages of Indemnified Parties, reduced by (b) any amounts received by the Indemnified Parties as a result of any recovery, settlement, or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, or payment by or against any other Person in connection with the circumstances giving rise to such loss, cost, expense, damage or liability. "NSF" is defined in the recitals. "Other Subscription Agreement" means any other subscription agreement between Subscriber and Company or any Affiliate of Company. "Party" is defined in the preamble. "Periodic Credit Review" is defined in Section 4.3. "Person" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm or other entity, or a Governmental Authority. "PPA" means the Standard Contract for Solar*Rewards Community to be entered into by and between Company and NSP whereby NSF agrees to purchase all of the photovoltaic energy produced by the System and to pay for such energy by providing Bill Credits to Subscriber (and other subscribers) for a term of twenty-five (25) years. "Premises" is defined in the recitals. "Production Meter" means the meter that shall record the energy generated by the System. "Program" is defined in the recitals, "Qualified Issuer" means a U.S. commercial bank (or a foreign bank with a U.S. branch) having (a) total assets of at least $10 billion and (b) senior unsecured long term Credit Ratings (unenhanced by third party support) equivalent to the following Credit Ratings: (i) "V' or better as determined by S&P and (ii) "A 3" or better as determined by Moody's. "Rebates" shall mean any and all rebates, incentives, payments, credits or other funding offered for the development of photovoltaic systems by any utility, Governmental Authority or other Person. "Site" means the parcel of real property on which the System shall be constructed and located, including any 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 System. "Stated Rate" means a rate equal to the lesser of (a) 1.5% per month or (b) the maximum rate allowed by Applicable Law. "Subscriber" is defined in the preamble. "Subscriber's Capacity" means Subscriber's portion of the System Capacity, as set forth in Appendix A. "Subscription" is defined in Section 1.1. "Subscriber Default" is defined in Section 8.4. "Subscrfntion Payment" means the monthly payment by Subscriber to Company, which is determined by multiplying: (i) the actual energy output of the System during the applicable month; (ii) the quotient of the Subscriber's Capacity over the System Capacity; and (iii) the Contract Rate. "System" is defined in the recitals. "System Capacity" means the entire electric generating capacity of the System as set forth in Appendix A. "Tax Attributes" means the investment tax credits (including any grants or payments in lieu thereof) and any other tax deductions or benefits under the Internal Revenue Code or Applicable Law available as a result of the ownership and operation of the System or the output generated by the System (including, without limitation, tax credits, any grants or payments in lieu thereof and accelerated and/or bonus depreciation). "Term" is defined in Section 8.1. "Termination Fee" means the amount specified for the applicable period in Appendix E. "Weather Adjusted Estimated Production" means, for any year, an as -built weather adjusted PVSst Report for the System prepared by Company. Appendix C Fair Disclosure Checklist rµ 1441 o" i eE P'r °«e The Minnesota Public Utility Commission issued an Order on April 7, 2014 on Xcel Energy's Community Solar Garden Program (Minnesota Public Utilities Docket No. E002/M-13-867). The Order, among other points, requires Community Solar Garden operators to disclose to prospective subscribers the project information listed below. Subscribers and prospective subscribers in Xcel Energy's service territory can contact the Community Solar Garden operator to obtain the following information as part of any Community Solar Garden project. All prospective Community Solar Garden subscribers may use this form as a tool to review subscriber agreements. On the left, subscribers can check to Indicate they have reviewed this Item. On the far right, operators and/or subscribers can note on which page numbers in the subscriber agreement the Item is addressed. Subscriber Agreement Items Page #: F] Future costs and benefits of the Subscription Including: All nonrecurring (i.e., one-time) charges All recurring charges Terms and conditions of service Whether any charges may Increase during the course of service, and if so, how much advance notice is provided to the Subscriber Whether the Subscriber is required to sign a term contract Terms and conditions for early termination Any penalties that the Cornriunity Solar Garden may charge to lite Subscriber The process for unsubscribing and any associated costs An explanation of how the Community Solar Garden Operator and the Utility wi Il share the Subscribers data with each other Data privacy policies the Utility of the Community Solar Garden Operator Under what circumstance and by what method will notice to Subscribers be issued when the Community Solar Garden is out of service, including notice of estimated length and loss of production Assurance that all installations, upgrades and repairs will be under direct supervision of a NASCEP-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 Allocation of unsubscribed production A statement that the Community Solar Garden Operator is solely responsible for resolving any disputes with Xcel Energy or the Subscriber about the accuracy of the Community Solar Garden production A statement that Xcel Energy is solely responsible for resolving any disputes with the Subscriber about the applicable rate used to determine the amount of the gill Credit ✓ Subscriber Agreement Items (cont.) Page Copy of the contract with Xcel Energy (a.k.a., Northern States Power Company) for the Solar'Rewards Community Program Copy of the solar panel warranty Definition of underperformance and a description of the compensation to be paid by the Community Solar Garden Owner for any underperformance The type and level of insurance, and what insurance benefits protect Subscribers Proof and description of a long-term maintenance plan including which services the plan includes (module or Inverter failures, snow, etc.) Production projections and a description of the methodology used to develop production projections Community Solar Garden Operator contact information for questions and complaints and agreement to update and notify the Subscriber If ownership changes hands Demonstration to the Subscriber by the Community Solar Garden Operator that it has Elsufficient funds to operate and maintain the Community Solar Garden Verify that you have you reviewed this document with your Community Solar Garden Developer/Operator by signing and noting the date below: Subscriber Signature Community Solar Garden Operator Signature Subscriber Printed Name Community Solar Garden Operator Printed Name Date Date Appendix D Subscriber Agency Agreement and Consent Form Northam Statos Powcr COmpas'ry, a N1 IrresU.a Wrpor,+lbr h"i.noapdAs, Mmrot:ota 554)1 MINNESOTA ELECTRIC RATE BOOK - MPUC NO.2 STANDARD CONTRACT FOR Soo 7n No, 9 SOLAWREWARDS COMMONITY (Continued► Ongiral SiW. Na_ 89 Ahar_hmenl 'A' 5aiar`Ravaards ComnlunNy Subscriber Agency Agreement and Consent Form The ureorsigr,ed (' 9 ut>acriber) has a Subscrip1br to the tom yr+g Commundy Solar Garden: Community Solar Barden Name Community Solar Garden Address: Caenmunity S®tar CiardanOparatar. subecribar Name: CommurutySalsr Ga+dan coawet Information for Subscriber questions and co mpl si tde: Addrats (if different from above(; Talephorw number: Email address: i Watt Site URU Subecrlbaa SeMce Address where reatlaing electrical saMea from Northern States Power Campanyt Subscobar's Aocount Number wII h Northern States Power Company! (ContinLed on Sheet No. 9-9071 Dalo Flied: 09-3c l) %: Dllv:d 10, 5patby Ff erAiv,! Deis: 09.17.14 P�idcno and CEO ot Nr)dhmn Satcs 1RCWzT Company, a Nlinrwvla t;0mor'Iinn Do,."tND. E(*2, ti-1MG7 OfeerDate: 09-17-t+1 v- I r.-- IiR, 7 s`.,'Irk 0,", v' -n. rlr.Y n '.- I ..1. _ N N Northe , Stains Povm, Company a At.r e".a cgn)orAbr Mlnroapolis, Minnosota 55401 MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 7 STANDARD CONTRACT FOR Saalon No 9 80"WREWALRDS COMMUNITY (Continued) Ongiral SneN. No. 00 By s;grnng the Solar Rewards Community Subscriber Agency Agreement ant Consent Form. the Subs dberagrees to art of no followng: 1, A"ipnmvA ar Ronavtl blo ZnoWy Credir_s rREC0Energy nrn 3l.tas Pnwor Corrpioy, a Wrnosota cowralion. The Subscriber agroas that tho Cornrru rdy 9a!ar Garden Operator has authority to asegn all energy txod;xwd end caaavty assoc+ated with the photovolac energy system at the Community Solar fAnrden to Northern Siestas Paver Company, and the Subt0ber agree® that all aneepy produced, and enpacity, ngs,nniawd with tt•.a Sut tcttbgr's share of rhe pnotnvaMnic energy system At the Community &Alr Gwden 066,111 bolonh to No rthern 90,4tlo5 Pamr Co dr piny. Tho $ubsGrlbpr AIEp agreC3 tln0t 1hd C0.-nmunlly SONr C.rrdan OPernlor has aulhority ba assign all RECs associated with the plwtoaokaie anenzy system at the Community Soa• Ga -den to Northam States Po6er Company. and that 0 the Communty Solar Garden or a person or entty on its behalf has assigned the RECs to Northern States Power Company, then all RECs assacieted Ydh the Subscnbee%share Mine phtrtwol'ait crveyy sys:cm .1 iho COmmunily 504�r G:udon shat bclp+g to PdOnncrn Sotos PbHcr Comp:+ry. Z Tax IntpPc;ario,, The Communty Solar Garden Operator has provided the Subsarber ynth a statement Mat Nonnern States Power Company makes no represerrtrllons concerning the wxaUet wnseq,ences to the Sut,6w,,er y rtn reiplea to its (iia Credits to the S�Wtlber of other L,1x d5ues retating la pnrteipatlon in lrre Cornrrx/nity solar GArpen. (Continued on Sheet No. 9-91) D:1,io Fi*d: 09-30.13 By, Pitvw M. Sp,'lrby 64aaiv; Oates p9.17.14 P-c9h]ont and CEO of Northern Sims& POOMF Company, a 41innNola corporation Docket Na. E00 V-13.867 Orear Date: OD-17-14 .,<.o.,.aun,.ru....r^riuu,mrr..�.�rr.r ,n-r.�. �•. .,� tvonhon Status Pow -or Company, a Int rrosota corporal or Minneapolis, M.innosota 55401 MINNESOTA ELECTRIC RATE BOOK- MPUC NO, 2 STANDARD CONTRACT FOR Section No 9 SCLAWREWAR08 COMMUNITY (Contlnued) Ongiaal Slee' No. 01 9. Northern Srptes P u.,ar Company Peraby discloses to the Subscriber Nat it recognizes tial not all producton nsk factors, such as gdd4miure events or atyphTllycbjdy weathe(, nre wahin the Community Saar Gmdon Operator s Control. 4. Information She ring. Parlicipating '.i the Sotar'Rewaros Community Program mll regvco sharing Subscriber's Aoceunt Intorrna Wi (nante, account number, sernce address, telephone number, email address., web she URI, �Vornnal o,,%on Subsoilper parlci, allcn In ulher diWiAuWgenei-6on setwig the pt8mises of II'.e SLItYi )ef, Svbs l;W spor+hC 8,1 Crvdilts)) and SubxGrlbrrr':p gnergy ltsrr Data (Iho,.mt, presanl and Fture elactrichy usage anrbutaUe to the Subscriber for the samce address and account n umber idenvfed for oriicipaton in the Community Solar Gardenl. The fellaunrr3 o-jtJm*s ;he type d.nformation that will be snared, and holy that Imarmatlon will be used. a. Sibac?it�of s Aacu,�r t lntonnat n a,�gd.rubs A*,Encm- Qsaoo,Da4n. Tho Sut%vixr authorizes Northern States Power Gompany to provide the Community Solar Carden Operator (and the Commundy Solar Garden Operator s designated sut=ntra"s and agen(s) w4h tP.a Su4scriMr's Account Information and Sutscr6er's Energy Usage Oattl as oscrlped In Section 4 nbove. t P.B informer[tort s ne0ded fo 911aH the C,emmynity $qly Gi(irden Oww"of 4etramine the extent 19 whldt the S0s*I mer Is enfilted to ptNcip,91P in I'* Community Solar Garden, and to validate the amount of the %31 Credits to" wowed by Nor hem states Power Company to the Subscriber. Tne current data prNary poticres of hbrtnern Slates PoAw Corrpanyapplicable to ns Sotar'Rewards Cammun ity Program provided to the Subscriber by the Co'nmunity Scar Garden Gpernta pursuant Seclion 9 above itr0 alliched n Ezhibil 1 Of thin SotarRn ;m,ds Gernmunity Subneriber Agency Age"msnt and Consent Form. These privity W-kjos, indudc tk;nnrliu,,s of 'Svh5rJitx-,r'r. Apro-ant 149—a tion' ar rd 'Subv.,rih- a Energy Usage Data.' (Continued on Sheet No- 0.92) D:Me F,W; 08.0.1$ Ry: D.9v6d M. Sparuy E.ffettive Di+le: 09.17. 14 Pmidont and CEO of Nurlhcrn SwnfCs Pp -Ar r ComDaffy , a M,nncsota cory�mtan Docket No. EOMWIi3- 87 Order Date: LKJ-17.14 .. ,.eun,. ell. r ris. u.mxa„,�r.r ,,.ell,„—_ Nonhom SlnUas Pmear Compa~y, a htinninc a corpara$ar Minneapolis, Minnasota 55401 MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2 STANDARD CONTRACT FOR Section No. 9 SOLAR•REWAROS COMMUNITY (Contlnued) Onginal Sheet No. 02 4.lnforrmahonSShar,np. (Continued) b. Subscribers Suhsmpilonlnfo[sateen: The Subscdberauthorizesthe CommurutySolar Garden Operator to provide Information to Northern Stator Povw Company ida", ng the Subscriber fvrith the Subscriber s name, service address, and aacur%::umbor) and dotailing the Subsctbar's proportional sharp in kicwads of the Community Solar Garden and to provide additional uxtates of this information toNoabern States Parer Company as o rcunrsuuuses change, This Information is needed to allow Northern States Pov%w Company to property apply F3111 Cre dts far the photcvout:c energy generated by tae Comrtxrndy Solar Garden. Also. this 0.11amt tion ,s needed to :thaw Northam Stntos Ppwor Corr. pinny, (e) send to the Subscribor nodose or dthw mAilinp pertaining to their involvement In the Solar'Rewa ds CommurNty Pmgram, The Community Solar Garden Operator shell not disclose Sumcrtter in omtation in annual reports or other public do uments absent exprkit. Unformed oonsentfhom the SuoEcrdter. The Community SoLRr Garden Operator will not release arty Subscriber data to antra partes except !a rutrill ttvo rC- Mated purpoSp3 of the Sotar'Rowerds Community Prrooram, to comply will, a loghl or roplalory, requirement, or upon explicit, informed consent from the Subscriber. a Aaoreamod Information. Aggregated iricrmation concerning production at the CommunAy Sdar Garden nray ba puDllcty ddcbsod W support requhtioryoversight of the $otnr'Rewards OesnrmuNly Prugtam. fibs tnelydes nnnutl n}pa't:; available toiha pubic relntact Inn SpeUlt4 CommpRty SOHt G,trder4,, ulCluding but not limced f4 production harm the Coffin trnay ^aotar Gaffes; sirs, location "the type or Community Solar Garden subac6bor groups; reporting on known complaints arra the resolution of these compla,ms; lessons learned and any potential changes to the Solar'Rewards Corrvnuney Program; reWJng on BRI Credits earned and paid; and reporting on the nppGcatbn process. AggrNound infrxm tion Wil rot identify ndividu:if Subsaitwsof ftfovbJe Sut1a#iber.Specifr Account Information, Subsctibar.Sprofr- Energy Usage Data or Subscn3ct-sodic BIN Crodiur unites a Subsa't.,rsr p�Ovid05 oxDliA informed consent Dcpond'my on the nature of the aggrogmad Inform ation, tarrover, it may still be poss,bie to Infer the amount al production attributed to Individual Subscribers rd the CarniaunitySoler Garden, The Swatter agrees to the tnalusion of Its production Infamatktn ,n the creation of the aggregated information. Taa Cc,mmunity Satan Gartlan Operator will not use aggregated information for purposes unrefeledio the SotaPRawards Community Program wttiwut Brat providing notice and obtaming further consent, udess the aggregated infa�nation 's nthnn+fsa Aveilabta as public information. The porkies of Northam States Power Company related to snaring aggregated information are part of the data privacy poticles oonta' led to the attached Exhibit f of Innis SoiseRewards Cam esunity, Stsbsialttet AWey Ayralmant and Certsant form and should be prov ded to the SubmIlbef by the Community Solna t# trden Operator pursuant Section 3 abova. d. IMamabon tteauas�s from the h(PtiC cr the 4epar� )tr ant at.Commaroe. The Subscdber dq("S that the Community Solar Garden Operator Ard Northern Slates powet Company are ouftwnzed to provide any Information Vey possess related to the Sublicrtser or the Svbacribers pariapat on tr the Commundy Solar Garden to the A<incowe Public 0,14106 Coromizvon (h1PUC), the irnnoseta Dopartmonl of Commerce, or the Afinnosala Ofr" of Attorney Genomi. This Information is noodled to alloy proper regulatory oversight of Northern Stetos Power Company and afthe Solar'Rswards Community Program. (Confirdtod on Stmet No.9-931 Dater f iW: 0*3¢•13 By: David I.I. S0014y Effective Data: 09. 17.14 P,csidcm1 and CEO of Northern States Powor Company, a 6lmnmoth oorpgratinn Docket No. E002R,4-13.867 Order Date: 09-17-14 ,: c..-...tie=..txs-ou•tuwr.rtam�rreprrr.:.::w :>. Norlham Slates Power Compitny, n %I inngsota coroorrrlan Ml,,naapolis, Minnesota 55491 MINNESOTA ELECTRIC RATE GOOK - KIPUC NO. 2 STANDARD CONTRACT FOR S,aalon No. 9 SOLAWREWARDS COMMUNITY jContlnuedj Onginal SpeeNo. 93 4,Inforlltebon Sharing. (Continued) e. L, ibllity Release. Northern States Potw Company saah not be responslt)A for manconng or to king Any steps Ice nstire that ing Comm unty Soiar Carden Ooorator memlalns iho canlldon%lIIty of the Sutscribor'S Account Information, t`o Subscriber's Energy Wzgo or *he Bill Cfadits roceNad pertaining to lho Subscfibor's panic paten in ahs Community Solar Garden, Nc%vver, Norlr-am Stales Potver Company ahaI remain liable tar its own inaprraerate release of Subscribers Account Information arkd Subseriher's Energy Use Oata• f- D ,r. " vnnf Crynsrnt, The S ub_,enhtlrS consent Io this Inform mirn Sharing *N -Vi bo onygai% for the Torm of the Can tract betwoan the Community Soler Garden Operator and Nwhern Slates Power Company, or until the Subscriber no Longer has a Subscrodon to the Community Solar Garden and the Community Sdar Garden Operator wtYfies Northern Stales Po,^er Ccmpany of this fart through the CSG Appl,caton System. Prov,dee. however, the SuGsa WorS corCe:11 sha'I ikrJ yppy thefeaRCr la all SuU infarsiat on of thN Subscriber perdunlrp to that period of 1 ino durinq wh ch the SutJscr-bcr had IS ub srflN ion to the Community Solar Gard on. g. Voc ficatio . The above provisions addressirq data privacy and in E-hdxt i shall remain, in place urtl and unless other rec;ukremerts are adapted by Ne Nv1PUC in Its generic prwacy pruc*eaing, Docket No- E,G99WGI- 12.1344, of athbf NPUC 0fdOC NaArWh Slit@S PaAor Company nstetvtry reviticN•g to it,, Mcfii and cone ocni foWi, thirry 1331 day-. of SLCh Ofder. SuticrrP,mr's Name: Su•Sscr.ter's Signature: Dma: (Continued on Sheet No. 9411 Date Filen: 0q-30.13 6y: D-,1VId tri, spatby Eirtaive Dill: 09.17.14 Pre,%ida.-1 and CEO of Nonhorn Soles Po%e r Campnny, t KiinnNosi corporation Docket No. E00211W13-R87 Order Date: 09-17-14 ., G�nYUflntc;tY.••rir✓.�Q.N.Yf,nr�lRf u1 -rA. L ..,--, Nonhem StTtas Power Comp—y, a 6linresaa v>1porrtnr: Winnoapolis, ASinnosota 55401 MINNESOTAELECTRJC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Saalon No. 9 SOLAR'REWARDS COMMUNITY (Conllnwd) Ongiral Shee,.Nc. 9.1 Exhibit 1 to Attachment "A" to boler'ftowaids Cemmunity Sabsorlber Agency Agreement and C0012enl Form Data Privacy Policies of Northern States Power Company Portainingto the Solar' Rewards Community Program The data prNacy pal Oes of Northem States Pother Company pertaining the Sotar'Ra:uits Community Program are as follarws and may be chanced from time to 9rre as filed in the Company's tarrf or es e.herrwse may be authorized byihe Minnesota Pubiic Ut•Ities Comm sson ;'MPUC I: Unless :ndeated otherwise, the same def nti cin and meaning of terms n this decumert are the some as contalned In Lle SClrAard C`enVSCI fa 3013 f'FteN:lfd: t.onlmundy, F w ease of reference, here are some ut the --PECdiC detlniti0m.' 'Comw,y means Norhem States Paaer Co,l,Dany, a Minnesota corporation, and', affil's tas and agents. 'Subsume E rergy means elect/ city generated by rhe n System attributable to the SubscrkwsSubsufouons anc oaf V od, ID the CfvlNfBhy nt the Prcxlc,ction Meter pn tv nn sr RIA DMe of Com fs)WcOl 00erIT01), 'Subscrbe?' moans a rotnil cu oomcr pf the Company who owns one or more Subscriplions ora ccmmun+ y soh, r garden anterocn rested vwflh the Company. 'Subscriber's Account Information' consists of the SuDuriber's name, accoum number, service erase, PelepWe number, email addross, tseb site URL, .nformatbn on SiAncribor partr-Ppation ;n other distributed gc�veatidn serving rho .premises of the Subscriber. and SUbSoriber specific Dill Crodtfsi. 'Sutyscraers Energy Via4" OALa' irclurbas the pnsl. Prrw•,ent and rulere eleCu[:ily to?Pw SU trex=r for 7hC : C vluf aCdr4RR hVenber tan44ed for pnrtfCpllllon in IP•xf Community S.}iar Gierden. (Continued an Sheet No. 9.951 Daily Fiktdt 09.10.13 9t/! Dilvld Pit. Sp;v4y Effective Pulp; D9. 17.14 PresMc.1 incl CEO of NorlhC'n Staled Powrrr Company, a l.tinnCsola Corpordtion Docket No. E002iM-13-867 Order Date: 09-17-14 ., .T.ca uw:.. iRr.;."r'rP.�N<b..r ('in.rrRf n�•IA, L'.'H :.ac tlorlhom Stnws PQww Com ony, a hl—cC&cta corparziIiar Mlnnaapolis, Y-i-n0Wrf 55401 MINNESOTA ELECTRIC RATE BOOK - MPUC NO. 2 STANDARD CONTRACT FOR sooion No, 9 SOWYREWARDS COMMUNITY jContlnutd` Onginal Sher. No. 95 zsfraz rJ This section addresses rcm S:,bseflbers Actount IMamatlon am Subcerlbers Energy usage Data Hm be colleded, r,sed and st' o kCd as part of particgaUon In tho Saar Rewards Commt,n.ty Pr gram. How Subscriber's Account InPornnatlen ehd Erwin Uaalle Qata W1TI B4 ExshAU A. Subscriber Specdc Information Once a Subscriber ras executed a Subson ber Agency Agreeme at and Consent Form, an organg Pala exchange Ali 1 occur brtwuon lto GQmpany and a Comm;rrily Sda+Garden Oporator fand;hau de:Jnnaled subcort .ictor5 and ngnntsl' (i) The CPmpa-,f will 630050 tha fallow ria to the Comn"irdy Sr:'. r Garr}on aperttor: Subscribers Account Information • Subscribor's Energy Usago Data Si I credits fill The Community Salaf Garden operator -AQ d'sctoso to the Company the (0400a,ir:y SuSscribor•sp:,:'c • SubscribersAccount lnfonnatbn Commun,ty Solar Garden Mocatlon for each Subscriber's Subacr pilon stated n kW Prpduaien dalo MOM to lho PV Sysrom a hlond,Iy Sutsu'pUon Inforfruttar b. Aggrogated Stbscribor Informatior• Aggregated Subscriber Information wii 1 be reponed as pad o€ Permitted %bl c Repoling. outfined in 3e -tion 2ib? "Ic— i To 40 CAPAT1erE4'Ag9r Alb➢' it'+ti rep9rte4 momlamon mutt iruuutle infofm:ttian nnribntable to All Subscribers portiopsling In A 6pOCKIC S4dAr'R1!rw2N'J COmri%Unify yusram Sae. wiio baso on p.-jram tf>r1u--r ltl w t rr)n1A n it minimum of fve Sublub0m. Depending on ;he nature of the aggregated informaton, however, from ibis Information alone or in combinotbn with otter pjwl, y available Information it may still be possible to rifer the amount of Production altnbuted to individual Subsrnbers to vto Community Solar G=en. N (ContintrM on Sheet No. I. Date FMO1 011.10-13 BY David M. Sp,'lrby Elft Caiwo DM4; Q9.17.14 PrCSidc"1 Tad CEO of Northern &WO Power Gsmpnny, a Minnnola r'>Wnslion Docket No. E002.'hi-Q-867 Order Date: 0D-17-14 Nonhorn Stntas Power CompRny, o 1.1,n,o5cln corvcrtt!or Mirrnoapolis, Minnosasa 55401 MINNESOTA ELECTRIC RATE BOOK -MPUC NO.7 STANDARD CONTRACT FOR SOLAR'REWARDS COMMUNITY (Continuedy How SubwIll is 1nformetion Will Be used SoCion No 9 Ong,ralSnee'.No. 96 The follewng otY)ir*s how the Subscriber's Aoeouni Information and Subscriber Energy Usage Data Will be dsad as pan cf Ito Solar-Rawards Community Program. a. Program Managomonl As pan of adm.natering the Salar'Rewsrds Community program. the Solar Garden Operator and the Ccmpany may proyde information re'ated to the Suhscr bar and,br the Comm unity Solar Carden to: • the MPUC • Ute M.nnesota Deponinentof Commerce • one Minnesota 01floe of Attorney General • Olhat govemmGdal pr o ivric onlitiec ax requkcd by law or regulation Additionally, as cart of administering the Solar Ro•wards Community program, the Company may share Subscribers Amain-, tnformation and SulevAbor s Energy Usage Dana to service pmvidors, agents, or contracted agents who support tie program on rts behalf, Toe Company proxilms. these servae provders from using or disclosing the Subscriber's Infor,milori P_xCiecit as 1'Rt f$$Ary 1e WOW 1pese Apeolle service# eg to tornpty WO Ie0At r4Q1jf@fflWA. More inr4rmAtien ab" the Cornpany'A,gerrerAl privacy PM':t4`-`&A in ex 9ineei rn do Priv;x.y Pnlrcy nvAilable an wv w.xer.:enerr�y.r xm. PormStoo Public Reposing The Subscribtres Energy Usage Data of each particpatng Subscnbor to a Cum munty Solar Garden wt bocombined and reported in the aggregate l y :he Community Solar Garden Operalor n its annual report an the Sdar'Rea ards Community program. The identity of soedfie Subscribers. the specific Subscriber s Account information, Subscriber's Energy Usage Dalin vol Sutelcribee-tpeciria We Credit •wdl hot be sylec4 rn the pum,c AnnuAl report unless the S:bscrill lune provided nhe Community $olltr Garden opermor with Ditto written c tnsenl. Por Nle rerauiromanis of the NIP4/C, the Compact' winI pre,. to Fla MPUC a muAl reports which wi I include rrdermation or data "tested by the MPUC or Minnesota Department of Commerce. tferuldng the following: • Reporting on Solar'Rewards Community program costs, including an ana"Is of the deposit, application, partcep:,tnon sand mel fang fees rind furthor Ius01P1I.vn for these fees go fv forme-,' id; • Re,'sUruneU on the Selar Rewards Community Gareana, including lint hitt unleoxi to sura, lacAlf)" and (I* type of Soler'Rewards Community subscriber groups; • Reporting mr krlevwn complaints and the tasoluuon of these canp'AINA; • A copy of each contract s9ne•9 with a Community Solar Given Operator, B not Previously f no; • Lessons learned and any, ooteniinl changes to the program: • Report on a t credits earneo and pard; and the • 4pplicaluara prones (Continued on SheM No. 9-971 l},ite F ik':d; 0%.30.11 By: Wvid bit. SNltby Vloctiwf 011e; 09.17.15 President and CEO rnf Kindhern Sotos Power Company. a Nlinno:ota corpornGon Docket No, Et]4r2r 4-113-867 Order Date: t?rJ-17-14 .1-14 enr'.t ell r:4"nA <W i...-+ Korihon Stabs Power Compaiy. a 6t'rmo8pta i;*wrXIJor Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK - MPUG NO.2 STANDARD CONTRACT FOR Section No, 9 SOLAR•RENIARDS COMMUNITY (Coratlnuedi Ongirai Sheet No. 97 HMyl §Utiepribeez InIQMWdlon ft ee Used IC®MI Prohibited Reportrng or Sharing Except as otherevlse provided In the document, the Company vrlg not dsdose the Subscrber s Account Information, 9ubscrraar's Energy usatge Oita or Suuseriber.specific all] Cred is to a third party without fhst obtaining the Subs—fibers wr tlen oomssrd- Any reqLasts by the Communiy Solar Carden Operato' to the Company for information about a Subscriber that is not Subser:bers Accaurt Information or Subscriber's Energy Usage Datta attt ragwre execution of a separate Aiinenconseni by tho Subscribor. Notwlhstamdang Iho pravbus statemont, the Company wtlnot provide the Community Soar Ganlen Operator with the Subsviboils Socia I Security Number unloss diroctod to do so by the MPIr`C or Slirimsota Department of Commoroo or compo4ed oy maw or regulation. 5ubecribor Date Access —A Carr mi— The follormirg outlines what information is available to tt a Subscriber from the Company and the Cemmun'Tf Solar Garden Operator, and methods of oonaming any inaccuractes. ;i, Inlot m;ition Av;i r;tb'n trop, IhC ComPnny Subscrieors can contact the Company scat: center to obtain information ponatningto their spodrrc Bill Credit opributablo io their peNarpaton m Solar'Rewards Commvnty Program. The correction of any allocation of previm.e.y-apptted Bili Credits among Subscribers or payments to the Community Solar Garden Operator for unluosenbed Energy, pertaining to a parttcu4i r month due to any rMccuraey teflectea9 in Sach ivbmthrr Subscription IMormntion with reg*rd to a Subscribers Subscription in the PV System and the beneficial share of photovoltaic energy produced by the PV Sysdem, or the sham of Unsubscribed Erergy, shalt be the dull responsibility of the Community Solar Gardon Operator, unless such inaccuracies are caused by the Company. SutAfyZwrg may tiro obtain from the COmp41ny the fo,110 tag iMot WILD + related to 114 604tri`fewtio:ls Conant unify Program withntrt ot',nining written vyUont from the COmmunµy SoMr GArdan Opemttm a Site locator' • Operator name • Nameplate capacity • Production data related to the PV system • Bit Credit fhite and total amount of Bit Credits applied to the PV Sr -tem Any other nfWmalon, pertaining to tha %ihoribers Subscripton Other information rcUarfing oho Community Solt r Garden Operator known to ,he Company vnli not be 6ridosed unless the Suosrrber obtains ixur explicit Informed consent from the Community Solar Garden Operator or unless directed to do so by ors MPUC or Mtn resOta Department of Commerce Of Com pelted by I her or regulation, (Continued on Sheet No. 9-901 d oda Fiie,t; 09.30.13 Sr. David ht, $patttlr Eftere0ye Data; DY117.114 Prosido.R1 and CEO of Nolhem Safes Power ComNifty, it kfinncsota cor';aration Docket No. E W 25741-iJi-W7 Order Date: 09-17-14 a owl. tel.:.' 141tt Northern States Power Compa,y, a Ni.nnescta co,porauar hanneapdrs, Minnews 55401 MINNESOTA ELECTRIC RATE ROOK • MPUC NO. 2 STANDARD CONTRACT FOR Section No. 9 SOLAWREWAROS COIUMVN(TyfCOMlnuedy Onginal5nea! No. 98 ��,„TgrlheC Data Accese artd Carroctlon j nueslV Intormallon Avarab'e from the Community Soler Garden 0MIAlot Subsrri'Crs and prcSpryctivtr sub$rdt)ors can coriaci tho Corrmumty Solar Gnrdon Operator to obtan tho!atrowing Intotrraftn: Future costs and bonrsitls of the SubSc iption, Including' e. Ah non tecurnng one-timay charges; d. All recurring t herges; iii, Teems and conditions of serAte: iv. Whether any charges may increase during the course of sewice, and f so, how march advarce notiC* is pr*V40,d to lite Subscr-ber; V. WhCher Ii SUjeCtidar maty t:ta ragV ftd to sign a term ranWW: vi. Ter" and conditions for oarty tarrninalloh; vii. Any penalties *kat ti -.e Commun4y Solar Carden may charge to the Subscriber; ydi. The process for unsubscnbing and any associated costs; rx. An elrpianapon of the Subscriber data the Community Solar Carden Operator will sea•e wnh No -them S, trim Pourer Company and that Nortf* n States Power Comwny will share wdh the Community Solar Garden Oper-ata; x. The data privacy policiels of Wrthern States Pouter Company and of ire Com-nunly Solar Garden Operator, xi. T rr m.etnod of provrdina notice to Subscribers when the Community Solar C -Arden ,s out of :service, Including 60110e of estlniated length And loss or pnoduc llan; xiL Assurance that all installations, upgrades and repairs wA be under direct wpervaian of e NASCEPcorUtied scar orafessonal and that maintenance wit be performed Amoratna to Industry standards, irctuatna the reccmmerdatons of 0e, manufacturers of war pane's and oftr tr;arailonai oompa,ents; stiff. Allocation of umsubscribod production; and .xiv, A vuttomani that the Cnmmunty Solar Garden Oporatar is solely responsible for resoving any dlsoutes with NoMam States Powe' Company or tee Subscriber about the accuracy of the Community Solar Garden production and that Northern Suites Power Company is solaty ren pdas,liate far resolving Any diipule9 with rte Subscriber about the nPPlidable, rata 4sea to datomir ne the amount of the B71 Cradil. • Copy of the contract with Northam States Pemer Company for tee SwAr'Rew'arvs Commu nny Program • Copy of line solar pAcel W.Nmanty • Descnplion of the compensation to be pa4 for any underperformance • Proof V. insurance • Proof of n long-term fnainterxnte plar • Cumsni production pro'oclions and n doeoripti*, of the mothodolaliv tried to develop preduLtion projections • Community Soar 00tdon Opomlo+ contact i..riormalion for r uestions and o ympeonts • Demonstration to the Suoscriber by the Community Solar Garden Operator that R has suffl funds to operate and mnininin the Calar'Rewnrds Cummvrely Program jC"Urriiod on Shoal No. 9.wi) Date Fded; 04.30-13 By. Dawd M. Sparby Effeulve Date: 09-17-14 Presdent and CEO of Northern States Power Company, a Minnesota corporation Dockott+o. EOUJhM13$87 CrdorOnto; 09.1 7,14 5 t;ru.�tnr.., 7U PIA K_t tLs.i;at,uttiN •e:h: •r .�.. x Northcrn States Poner Compa,y, a f.l rcesota ox,>DraWr A!Inneapotrs, MMr,eso'a S5101 MINNESOTA ELECTRIC RATE BOOK - MPUC NO, 2 STANOARO CONTRACT FOR Searon No. 9 SOLAWREWAROS COMMUNITYlCentinuW) Spee! No. 99 11 b, Inforwa tion Avdlitb'.r hnm (hn Onmrrun dp Sotu Gillen Opr•. r ata' IC.Ydmual) Tho commundy soar Gaticn c'vmralo• is SObly rospon, ble Ow 1110 arpjrgcy of 9haro of tr.0 Con•mu'+!7 Saar Garden production nrorrrawr, forv.wd rid to tho Company. And shb„y rrdvo wdh 110 S,,t ..,cnbor any dts Drin regardirg the a rurpcy of r -ch wro.-mation SuLY H'w% LA,%rubn'rl CDnlrllent5 In the Goirp;l-y on the aV:Ur.A6y and 17Pnpletene54 or rl: armial relxA by cont,laog go:,rrr_va�rf4-r�mmun:LY{r'�i-xc.e'enArrgy crm 4 Oate Retention The Cnmpany wP rt-tmv, Ther Suhscnher s Ars:n•.mt Inrormallnn, S�birnbnr A Fre-ray Q�Agc Data and nrn+m;tlnr — T401 CelAits for as Inng as roqu," unn.mr apptcatNp law N Date F kd: UyaO-t! 6y: Oavd A!. SpArhy £Retina Dale: 09.11.1.1 Presraem and CEO of Nonhem gates Po%er Con uny, A hl,nnesota co+porAl,on OrxAnt Na EW2W-19-8137 Clm*or Daft, 09.17-14 ....1+,...,:. rip"e",.1..,,. Pa , re. •, . Appendix F Insurance Commercial General Liability (on an occurrence basis with contractual liability coverage): General Aggregate Products — Completed Operations Aggregate Personal and Advertising Injury Each Occurrence — Combined Bodily Injury and Property Damage Workers' Compensation and Employer's Liability: Workers' Compensation Employer's Liability: Bodily injury by: Accident—Each Accident Disease Policy Limit Disease—Each Employee $2,000,000 $2,000,000 $1,500,000 $1,500,000 Statutory $500,000 $500,000 $500,000 An umbrella or excess policy over primary liability insurance coverages is an acceptable method to provide the required insurance limits. i he above esiabiishes minimum insurance requirements. It is the sole responsibility of Company to determine the need for and to procure additional insurance which may be needed in connection with this Agreement. Upon written request, Company shall promptly submit copies of insurance policies to Subscriber. 120 iWE RE ME ELI Ul,