Loading...
Community Solar Gardens Discussion; Stadler/HarkessCITY OF HOPKINS FINANCE AND PUBLIC WORKS DEPARTMENTS MEMORANDUM Date: April 14, 2015 To: Mayor & City Council From: Christine Harkess, Finance Director Steve Stadler, Public Works Director Subject: Community Solar Gardens The City was approached by representatives from Solar City regarding the Minnesota Community Solar Program. The company is building solar gardens in Wright & Sherburne Counties that will generate 100 MW of power. They are looking for community participants that will “take” some of that power at a price that is less than is being charged by Xcel Energy. Xcel Energy is required to meet certain renewable energy requirements and they do that through customers buying solar power. How the program works is that we contract to buy a stated amount of power from Solar City. In return we get a credit from Xcel Energy. The price we pay Solar City is less than the price we pay Xcel Energy and the difference is a direct savings to the City. Solar City would guarantee the price of our purchase for 20 years. If Xcel Energy raises rates in the future our savings would be even greater. We can only participate in community solar gardens that are in our County or a County adjacent to us which means we’d be purchasing solar power from the Silver Springs Solar Gardens located in Monticello which is in Wright County. Xcel has an agreement with Solar City to purchase their solar power. There are other companies doing this same thing but not all have agreements with Xcel. Solar City is trying to wrap up their purchase agreement with their st customers by June 1 so they can proceed with the build out of the solar gardens. Representatives from Solar City will be present to discuss this opportunity. Items of Note in the Solar City Document: (page references refer to pages in the Solar City document) Page 5 Xcel Community Gardens Program Page 7 Map of Solar Gardens Pages 17-38 Draft agreement Pages 39-41 Community Solar Garden Subscriber Questions Pages 42-46 Frequently Asked Questions MINNESOTA COMMUNITY SOLAR PROGRAM i.SOLARCITY COMPANY OVERVIEW ii.XCEL COMMUNITY SOLAR GARDENS PROGRAM OVERVIEW iii.WHERE ARE THE SOLAR GARDENS LOCATED? iv.INDICATIVE PRICING CHART v.SOLARCITY PROJECT GALLERY vi.COMMUNITY SOLAR GARDENS MASTER SUBSCRIPTION AGREEMENT vii.MN SOLAR*REWARDS SUBCRIBER AGREEMENT viii.CSG SUBSCRIBER QUESTION & INFO SHEET \[cleanenergyresourceteams.org\] ix.CSG FREQUENTLY ASKED QUESTIONS \[cleanenergyresourceteams.org\] 2 COMPANY OVERVIEW Select CustomersSolarCity—a renewable success story SolarCity (NASDAQ: SCTY) is a national leader in clean energy services and the nation’s #1 solar power provider. SolarCity’s experience delivering energy solutions around the U.S. make SolarCity the clean energy company of choice for Fortune 500 companies, cities, schools and homeowners. The company has more than 141,000 customers across the country and has completed over 1,700 commercial and government solar projects. SolarCity employs local teams of installers and service crews around the country at more than 65 operation centers, boosting local economies and green jobs. OR MA NY CT NJ DE NV MD CA CO AZ TX HI Headquarters Regional Operations Centers SolarCity Corporate Headquarters 3055 Clearview Way, San Mateo, CA 94402 (888) 765-2489 SOLARCITY.COM 3 SolarCity’s vision—clean power Senior management team management on a national scale SolarCity has disrupted the century-old energy LYNDON RIVE industry by providing renewable electricity directly to businesses and government organizations for less than they spend on utility bills. Through operational grown the company from two to more than 7,000 employees and helped it become one of the most recognizable brands proven it can deliver clean energy services and help in clean energy in seven years. Prior to customers lock in predictable power rates as a SolarCity, Lyndon founded Everdream, an hedge against rising energy rates. industry leader in computer management software, which was acquired by Dell Our national reach and local operation centers give Computer in 2007. our customers the power of a national company with the assurance and convenience of a local resource. PETER RIVE SolarCity innovations Peter is the co-founder and Chief SolarCity has introduced a series of innovations that can make clean power more accessible and development of SolarCity’s next-generation affordable on a national scale. software and hardware technologies, including battery systems and solar STRUCTURED FINANCING: ELIMINATING SOLAR’S UPFRONT COST Everdream, where he designed a software platform for large-scale management of solar power less expensive than electricity from the computer operations. local power company. SolarLease and Solar PPA eliminate solar’s high upfront cost, and the “pay as HAYES BARNARD you go model” makes solar power a viable option for many homes and businesses around the country. Hayes Barnard brings over 15 years of PROACTIVE ENERGY MONITORING SYSTEMS sales and marketing experience to the role. Prior to joining SolarCity, Hayes founded PowerGuide gives SolarCity customers a real-time Paramount Equity, which he grew to three view of their net energy consumption and carbon divisions focused on saving customers footprint. Through easy-to-read graphical displays, money: home mortgage, insurance, and SolarCity’s monitoring systems collect, monitor home solar. Hayes began his career and display critical performance data, including in Silicon Valley where he worked in a number of sales and marketing positions production levels, local weather, electricity usage at Hitachi Data Systems and Oracle. INTELLIGENT COMMERCIAL ENERGY STORAGE ELON MUSK Utilizing groundbreaking technology from Telsa Chairman Motors, SolarCity now offers DemandLogic, a Elon Musk is the founder and CEO of commercial battery storage solution using intelligent SpaceX, a space launch vehicle company. algorithms in conjunction with your solar power He is also CEO and chairman of Tesla system to automatically reduce your demand during Motors, a new all-electric American car company. Prior to SpaceX and Tesla, Musk peak periods. co-founded PayPal which was sold to eBay in 2002 for $1.5 billion. SolarCity Corporate Headquarters 3055 Clearview Way, San Mateo, CA 94402 (888) 765-2489 SOLARCITY.COM 4 Xcel Community Solar Gardens Program Join our Solar Community Garden In December 2014, Xcel Energy launched its Community SOLARCITY  STANDARD XCEL UTILITY RATE UTILITY RATE Solar Gardens (CSG) program to meet the growing demand 10.5 ¢/kWh 11.5 ¢/kWh for solar power from Minnesota ratepayers. The CSG program allows businesses using Xcel for energy to  purchase clean renewable power from an offsite solar garden SAVING at a discount compared to their current Xcel retail rate. $8,000 per month Through a partnership with Minnetonka-based Sunrise  Energy Ventures, SolarCity will develop CSG projects in Wright and Sherburne Counties to provide businesses with less expensive power. How it works XCEL BILLSOLARCITY BILL $115,000$84,000 Xcel Energy commercial customers in Minneapolis and the  per monthper month surrounding area are eligible to sign a 15/20/25-year long Long-Term Subscriber Agreement with SolarCity. With this contract, the business purchases the solar power  generated every month from an offsite CSG. NEW XCEL BILL Example Project $23,000 Customer enters a Long-Term Subscriber Agreement with per month  SolarCity Predictable rates for up to 25 years  BEFORE SOLARAFTER SOLAR Reduce energy costs by $8,000 each month, $96,000 annually  Over 20 years $6.6 million dollars in savings  * These statistics are hypothetical and should not be considered guaranteed Purchase clean energy produced locally in Minnesota  5 Municipalities, commercial and industrial entities who are No up front Capital Expenditure required   Xcel Energy customers Immediate savings and predictable rates for up to 25 years  Located in Anoka, Benton, Carver, Hennepin, Isanti,   McLeod, Meeker, Millelacs, Sherburne, Stearns and their long-term power rates to Xcel rate increases Wright Counties No on-site rooftop hosting required  Publically-rated investment grade credit  Annual electric load of 2,500 MWh (2,500,000 kWh)/year  Sunrise Energy Ventures or greater Sunrise Energy Ventures is a Minnetonka-based solar  SolarCity projects in Indiana, New Mexico and North Carolina. SolarCity is the nation’s #1 full-service solar energy provider.  We currently install approximately 1 in every 3 residential  solar power systems in the U.S. We have installed solar systems for businesses,  governments, and schools to meet their sustainability and Our clients include eBay, Walmart, Intel, the City of  District and many, many more. SolarCity employs local teams of installers and service  crews around the country at more than 65 operation centers, boosting local economies and green jobs. || 888.SOL.CITY 888.765.2489 SOLARCITY.COM *Environmental calculations are based on data from the United States Environmental Protection Agency and the National Renewable Energy Laboratory, with a system lifetime estimate of 30 years. AZ ROC 243771/ ROC 245450, CA CSLB 888104, CO EC8041, CT HIC 0632778/ELC 0125305, DE 2011120386/ T1-6032, DC 410514000080/ECC902585, FL EC13006226, HI CT-29770, MA HIC 168572/EL-1136MR, MD HIC 128948/11805 Installment Loan License 2241, NC NC 30801-U, NV NV20121135172/0079719/EC 0078648, NJ NJHIC#13VH06160600/34EI01732700, NM EE98-379590, OR CB180498/C562, PA HICPA077343, RI RC38313/AC004714, TX TECL27006, VA ELE2705153278, WA SOLARC*919O1/SOLARC*905P7. Nassau H2409710000, Greene A-486, Suffolk 52057-H, Putnam PC6041, Rockland H-11864-40-00-00, Westchester WC-26088-H13, N.Y.C #2001384-DCA. SCENYC: N.Y.C. Licensed Electrician, #12610, #004485, 155 Water St, 6th Fl., Unit 10, Brooklyn, NY 11201, #2013966-DCA. All loans provided by SolarCity Finance Company, LLC. CA Finance Lenders License 6054796. SolarCity Finance Company, LLC is licensed by the Delaware State Bank Commissioner to engage in business in Delaware under license number 019422, MD Consumer Loan License 2241, TX Registered Creditor 1400050963-202404 6 SOLARCITY CURRENTLY OFFERS COMMUNITY SOLAR IN 11 COUNTIES. 1.Anoka 7.Meeker 2.Benton 8.Mille Lacs 3.Carver 9.Sherburne* 4.Hennepin 10.Stearns 5.Isanti 11.Wright* 6.McLeod 7 SOLARCITY INDICATIVE PRICING CHART. 8 California Cities Save Thousands with SolarCity “The City of Lancaster is committed to sustainable economic growth and this program has helped the city government, businesses and schools save money so environmentally responsible. We are proud of the successful partnership with SolarCity and years of solar savings.” –. RREXPARRIS , MAYORCITYOFLANCASTER SolarCity Capabilities Partner with the Nation’s Largest Full Service Solar Provider SolarCity is full service: SolarCity Advantage L installation, monitoring Cost-competitive pricing from volume based supply agreements and O&M Guaranteed performance up to 25 years Completed 40+ MW of Community solar programs offering discounts on residential systems public sector projects 24 regional operations centers in California provide local support F Headquarters San Mateo, CA Regional Operations Centers Berkeley, CA Chatsworth, CA Chico, CA Concord, CA Foster City, CA Fresno, CAPetaluma, CA Granite Bay, CARiverside, CA Lancaster, CASacramento, CA Livermore, CASan Diego, CA San Luis Obispo, CA Los Angeles, CA Martinez,CASanta Ana, CA Morgan Hill, CAStockton, CA Murrieta, CAVentura, CA Palm Springs, CAVictorville, CA || 888.SOL.CITY 888.765.2489 SOLARCITY.COM 9 City Government Customers Project Size: 12.5 MW Locations: City buildings, school, recreation centers and local businesses Project Size: 2 MW Locations: City buildings, libraries and recreation centers Project Size: 3.4 MW Locations: City buildings, police station and water treatment plants Project Size: 477 kW Locations: City buildings, park, maintenance yard Get started with a Solar Energy Feasibility Study Today | Call 888.SOL.CITY 888.765.2489 Visit solarcity.com AZ ROC 243771/ROC 245450/ROC 277498, CA LIC#888104, CO EC8041, CT HIC 0632778/ELC 0125305, DC #71101486/ECC902585, DE CNR 2011120386, HI CT-29770, MA HIC 168572/MA 10 LIC. MR-1136, MD MHIC 128948, NJ NJHIC#13VH06160600/34EB01732700, OR CB180498/C562/PB1102, PA HICPA077343, TX TECL27006, WA SOLARC*91901/SOLARC*905P7. © SolarCity Corporation. All rights reserved. “LAUSD strives to be the most sustainable and environmentally- friendly large urban school district in the country.” – KIMKENNEDY , DIRECTORSUSTAINABILITYATLAUSD KEY FACTS SolarCity Helps California’s Largest School District Go Solar The LOCATIONS districts in the country—it is also one of the greenest. SolarCity helped the District 6.1 MW at 20 school achieve its solar ambitions by installing solar systems totaling 6.1 MW across 20 sites installed to date school sites. SolarCity project managers worked closely with a number of LAUSD PROJECTSIZEWHENCOMPLETE 7.4 MW at 26 school sites and in line with LAUSD requirements, in addition to standard Division of the State Architect (DSA) regulations.. ESTLIFETIMESAVINGS $25.5 million* + Over $25.5 million* in Savings for LAUSD Going of operation alone and more than $25.5 million* over the solar systems’ warranty. Thus far, SolarCity has completed projects at 17 schools. The various solar shade structures range in size from 115 kW to 542 kW, and offset between 25% and 100% of each school’s electricity usage. Project Coordination and Meeting LAUSD Standards For SolarCity project managers, the most complex aspect of the project was not the closely with various LAUSD departments to coordinate approvals and testing, including the district’s Sustainability Department, Project Execution Team, Program Management Team and Energy Department. SolarCity also committed to meeting installation deadlines while working outside of school hours. || 888.SOL.CITY 888.765.2489 SOLARCITY.COM 11 Solar Energizes Students while Providing Power to the Classroom In addition to providing solar savings, SolarCity also developed a “solar walking tour” featuring educational signage illustrated with infographics and descriptions of the projects. Students can follow the solar electricity from the solar shade structures through the various components and all the way back to the classroom, where students can view the school’s energy production in real time. To further ensure that the solar systems are as educational as they are functional, each school will be equipped with a solar demonstration kit. Southeast Middle School Project Size: 230 kW Students: 1,350 Narbonne High School Project Size: 444 kW Students: 3,400 Elizabeth Learning Center Project Size: 542 kW || 888.SOL.CITY 888.765.2489 SOLARCITY.COM *Expected savings are estimates based on SolarCity’s solar power rates compared to current electricity usage at LAUSD sites, current utility power costs and predicted future utility power costs. AZ ROC 243771/ROC 245450/ROC 277498, CA LIC#888104, CO EC8041, CT HIC 0632778/ELC 0125305, DC #71101486/ECC902585, DE CNR 2011120386, HI CT-29770, MA HIC 168572/MA LIC. MR- 12 1136, MD MHIC 128948, NJ NJHIC#13VH06160600/34EB01732700, OR CB180498/C562/PB1102, PA HICPA077343, TX TECL27006, WA SOLARC*91901/SOLARC*905P7. © SolarCity Corporation. All rights reserved. Sacramento Water Treatment Plants CALIFORNIA “The City of Sacramento is excited to have two additional solar systems online. SolarCity has been a valuable partner in helping the City achieve its sustainability goals and we are proud to now have a total of 6 solar projects providing renewable power to our City’s facilities.” – JAMESCHRISTENSEN , PROJECTMANAGERCITYOFSACRAMENTO KEY FACTS California’s Capital Saves Thousands Delivering Water with Clean Energy from SolarCity LOCATION Sacramento, CA The City of Sacramento continues its commitment to clean energy and has expanded its SolarCity projects to include two new solar installations at the Fairbairn and Sacramento PROJECTSIZE Water Treatment Plants. The Fairbairn Water Treatment Plant alone is designed to treat up 1.5 MW at 2 sites to 200 million gallons of water each day, providing the residents of Sacramento clean water . fed from the American River, while the Sacramento plant pulls from the Sacramento River. ESTLIFETIMECOREDUCTION 2 85% of Sacramento’s drinking water comes from these two rivers, and with thousands of 78 million lbs. customers, the water treatment plants are an often overlooked, but critical part of the daily . ESTANNUALELECTRICITY operations of the City. With these new projects, the City of Sacramento is able to not only PRODUCTION deliver this important commodity using cleaner energy, but they’re also able to generate 2.2+ million kWh valuable savings for the City at the same time. SolarCity Meets the Demands of Mission Critical Operations to Deliver Clean, Affordable Solar Power As a mission critical operation, water treatment plants have many unique technical requirements. For example, SolarCity needed to address the load constraints of the water tanks, the interconnection issues associated with medium voltage applications, and coordinate integration with the plants’ existing SCADA systems. SolarCity’s team of experienced designers, engineers and installers rose to the challenge, creating customized ground mount installations that used non-penetrating, ballasted racking to address the load issues and avoid attachments on the the solar energy production alongside the facility’s energy consumption through SolarCity’s PowerGuide monitoring service, available 24 hours a day, 7 days a week. ™ With the construction and interconnection now complete, Sacramento residents can now is expected to produce about 2.2 million kWh of solar electricity annually, which is roughly equivalent to 7% of the plants combined electricty consumption and the electricity used to power 200 homes. These systems will also offset almost 79 million pounds of CO over their 2 lifetime, helping to meet the City of Sacramento’s sustainability goals and bringing cleaner air to current and future generations. || 888.SOL.CITY 888.765.2489 SOLARCITY.COM 13 City of Sacramento Committed to Reaching Its Sustainability Goals The Fairbairn and Sacramento Water Treatment Plants are Phase II of a larger partnership projects totaling 1.9 MW. The four installations are located at City Hall, the Police Department, Meadowview Service Center, and the South Corporation Yard. Now the City’s total project size is 3.4 MW and is expected to produce about 4.2 million kWh annually, offsetting over 150 million pounds of CO over 30 years. SolarCity and the City of Sacramento worked together 2 to incorporate local rebates to help deliver energy savings and reach the city’s sustainability goals. Overall, the City of Sacramento has made great strides in generating clean energy and reducing overall energy use in order to improve the quality of life for their community. Fairbairn Water Treatment Plant Project Size: 1.1 MW Sacramento Water Treatment Plant Project Size: 400 kW || 888.SOL.CITY 888.765.2489 SOLARCITY.COM AZ ROC 243771/ROC 245450/ROC 277498, CA LIC#888104, CO EC8041, CT HIC 0632778/ELC 0125305, DC #71101486/ECC902585, DE CNR 2011120386, HI CT-29770, MA HIC 168572/MA LIC. MR-1136, 14 MD MHIC 128948, NJ NJHIC#13VH06160600/34EB01732700, OR CB180498/C562/PB1102, PA HICPA077343, TX TECL27006, WA SOLARC*91901/SOLARC*905P7. © SolarCity Corporation. All rights reserved. Walmart “Walmart has reduced energy expenses by more than a million dollars through our solar program allowing us to pass these savings on to our customers in the form of everyday low prices.” – - KIMSAYLORSLASTER WALMARTVICEPRESIDENTOFENERGY KEY FACTS Walmart Raises the Bar for Businesses to “Go Solar” Planet’s Largest Retailer Looks to Save Planet’s Resources. LOCATIONS 190 stores installed or Goal: 100% Renewable Energy underway in AZ, CA, CO, By installing solar, Walmart has taken a major step toward its long-term goal of MD, OH, OR and NY SolarCity Walmart project to come online was the Stockton, California store back EXPECTEDCOSTSAVINGS in July 2010. Today, SolarCity has 190 Walmart solar projects installed or underway – Providing 530% of each and three-quarters of Walmart’s California stores will offset between 5–30% of their store’s electricity power from the sun. ANNUALCOREDUCTION 2 106,244,231 lbs. Partnering with SolarCity When Walmart looks for solar partners, they look for companies with extensive project experience and the capability to deploy solar across multiple states. The ideal partner would be able to deliver the most cost-effective solution for a variety of building and application types, including roof-top, ground mount and carport it a great choice for Walmart and together the two companies have installed over 65MW of solar capacity to date. Affordable Clean Power Walmart’s goal is to produce renewable solar energy at prices equal to or less than traditional energy rates, and at the same time, provide price certainty for a percentage of the stores’ load against the volatility of energy prices. The company’s bold solar initiative is contributing to the development of a growing solar economy, and creating hundreds of jobs in the process. “Walmart is setting a clear example that other companies can follow, and demonstrating that solar power can reduce pollution and lower operational costs at the same time” said Lyndon Rive, SolarCity’s CEO. “Considering Walmart’s scale, their goal to use 100% renewable energy creates jobs and helps make solar energy more accessible for other businesses and homeowners.” || 888.SOL.CITY 888.765.2489 SOLARCITY.COM 15 Walmart Location: Lafayette, CO Project Size: 403 kW Walmart Location: Cincinnati, OH Project Size: 585 kW Walmart Distribution Center Location: Casa Grande, AZ Project Size: 2,145 kW Walmart Location: Foothill Ranch, CA Project Size: 412 kW || 888.SOL.CITY 888.765.2489 SOLARCITY.COM 16 AZ ROC 243771/ROC 245450/ROC 277498, CA LIC#888104, CO EC8041, CT HIC 0632778/ELC 0125305, DC #71101486/ECC902585, DE CNR 2011120386, HI CT-29770, MA HIC 168572/MA LIC. MR-1136, MD MHIC 128948, NJ NJHIC#13VH06160600/34EB01732700, OR CB180498/C562/PB1102, PA HICPA077343, TX TECL27006, WA SOLARC*91901/SOLARC*905P7. © SolarCity Corporation. All rights reserved. Community Solar Gardens Master Subscription Agreement Agreement This Community Solar Gardens Master Subscription Agreemena PartyPartiesEffective Date Subscriber:Operator:SolarCity NameNameSolarCity Corporation andand3055 Clearview Way AddressAddressSan Mateo, CA 94402 Attention: Legal Department PhonePhone(650) 638-1028 FaxFax(650) 638-1029 E-mailE-mailContracts@solarcity.com This Agreement sets forth the terms and conditions regarding the allocation of a percentage of the solar generated electric energy from Exhibit 2SystemExhibit 3System Site the solar panel system described in to the Subscriber. The exhibits listed below are incorporated by reference and made part of this Agreement. Exhibit 1 Pricing Attachment Exhibit 2 System Description Exhibit 3 Credit Information Exhibit 4 Subscription Exhibit 5 Form of Subscriber Agency Agreement and Consent Form Exhibit 6 General Terms and Conditions \[Subscriber\] SolarCity Corporation Signature:Signature: Printed Name: Printed Name: Title: Title: Date: Date: Community Solar Gardens Master Subscription Agreement 17 \\\\BA - 043750/000001 - 475340 v4 Exhibit 1 Pricing Attachment 1.Term: Twenty (20) years, beginning on the Commercial Operation Date, as such term is extended by mutual written agreement of the Parties. 2.Environmental Incentives and Environment Attributes Accrue to Operator. 3.Contract Price: Contract Year$/kWh 1$0.104 2$0.104 3$0.104 4$0.104 5$0.104 6$0.104 7$0.104 8$0.104 9$0.104 10$0.104 11$0.104 12$0.104 13$0.104 14$0.104 15$0.104 16$0.104 17$0.104 18$0.104 19$0.104 20$0.104 Includes ACH invoicing.If manual invoicing is required, a $25 monthly handling charge will be added to each invoice. 4.Condition Satisfaction Date: \[ 60 days after Effective Date\] 5.Anticipated Commercial Operation Date: 10/1/2016 Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 18 Exhibit 2 System Description 1.System Location: Sherburne County, Minnesota 2.System Capacity (DC kW): 1,280 3.Expected First Year Energy Production (kWh): 1,928,000 4.Expected Structure: Ground-mount, Single-Axis Photovoltaic system 5.Expected Module(s): Manufacturer/ModelQuantity 6.Expected Inverter(s): Manufacturer/ModelQuantity 7.Includes: Installation of a solar energy system (includes: design, engineering, permitting, installation, monitoring, and paperwork processing for solar energy system), subscriber account and monthly bill credit coordination with Xcel Energy, Inc. (the Utility, and repair and operations and maintenance of solar energy system. 8.Excludes: Unforeseen groundwork (including, but not limited to, excavation/circumvention of underground obstacles), upgrades or repair to customer or the Utility electrical infrastructure, payment bonds, performance bonds, tree removal, tree trimming, the payment of prevailing wages (i.e. prevailing wages not required.) Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 19 Exhibit 3 Facility Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 20 Exhibit 3 Credit Information Promptly following the execution of this Agreement Subscriber shall supply Operator with the following credit information: APPLICANTS INFORMATION Tax ID: Name: Customer Name, LP Previous & Other Names: Website: Corporate Address: 111 Street Name City, State, Zip City, State 99999 Phone Number: Fax Number (650) 555-1212None Entity TypeS-CorpC-CorpPartnershipSole PropLLCLLPOther Check One: Information Requested: Please submit the information required below via electronic format to commericalcredit@solarcity.com. Corporate Records Copy of Articles of Incorporation, Partnership Agreement, Fictitious Name Statement or Organizational formation Documents (If applicable). Financial Statements Last two (2) years of CPA audited, reviewed, compiled statements (Balance Sheet, Income Statement, Cash Flow). SolarCity may request you provide additional documentation to complete the credit evaluation process. SolarCity will notify you if additional information is required. The above information and any information attached is furnished to SolarCity and its affiliates ("Lender") in connection with the Application of credit for which you may apply or credit you may guarantee. You acknowledge and understand that the Lender is relying on this information in deciding to grant or continue credit or to accept a guarantee of credit. You represent, warranty and certify that the information provided herein is true, correct and complete. The Lender is authorized to make all inquiries deemed necessary to verify the accuracy of the information contained herein and to determine your creditworthiness. You authorize any person or consumer-reporting agency to give the Lender any information it may have about you. You authorize the Lender to answer questions about its credit experience with you. Subject to any non-disclos If your application for business credit is denied you have the right to a written statement of the specific reason for the denial. To obtain the statement, please contact SolarCity at (650) 638-1028, San Mateo, CA 94402. You must contact us within 60 days from date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request. NOTICE: The Federal Equal Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status or age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance programs; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act.The federal agency that administers compliance with this law concerning this creditor is the Office of the Comptroller of the Currency, Customer Assistance Unit, 1301 McKinney Street, Suite 3450, Houston, Texas 77010-9050. SolarCity is an equal opportunity lender. Title Date Signature Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 21 Exhibit 4 Subscription Agreement Pursuant to the Community Solar Gardens SolarCity Corporation ( dated as of ______________, 2015 (theOperator hereby enter into a Subscription the terms of the Master Subscription Agreement as if such terms were set forth in full in this Subscription Agreement. 1. System Capacity. The photovoltaic generation facility to be located in the general vicinity of \[________________\] (the ). The System pursuant to Minn. Stat. 216B.1641, with a capacity of 2. Subscriber Premises. Subscriber owns and operates a site with the service address of \[__________________________________\] that consumes electricity from the Utility (Account No.\[___________\]) (the ). 3. Average Annual Consumption. The combined average annual electric energy consumption at the Subscriber Premises over the two (2) year period prior to the Effective Date under the Master Agreement is \[__________________\] kWh. 4. Allocation.Operator shall allocate to Subscriber a portion of the capacity of the System consisting of \[______\] watts (DC), corresponding to \[(__)% ________\] percent of the overall System Capacity (the cial Operation Date, Operator will provide the Utility with Subscriber's Allocation for the purposes of calculating Bill Credits. 5. System Estimated Annual Production. The estimated annual production for the System is \[___________________\] during the first year after the Commercial Operation Date (Estimated Annual Production) and reduced by \[(___)% _________ percent\] each year thereafter. 6. Limitation of Liability. Subject to the limitations set forth in this Agreement, each Party reserves and shall have all rights and remedies available to it at law or in equity with respect to the performance or non-performance of the other Party hereto under this Agreement. Under no circumstances shall Operator's liability for breach of this Agreement exceed Five Thousand Dollars ($5,000). Signatures appear on the following page \[\] Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 22 IN WITNESS WHEREOF, the Parties have executed this Subscription Agreement as of \[__________ . __\], 2015 OPERATOR: SUBSCRIBER: \[____________________\] \[_____________________\] By:________________________ By:___________________________ Name:_____________________ Name:________________________ Title:______________________ Title:_________________________ Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 23 Exhibit 5 Form of Subscriber Agency Agreement and Consent Form \[\] Excel Energy form to be attached Community Solar Gardens Master Subscription Agreement \\\\BA - 043750/000001 - 475340 v4 24 Exhibit 6 Community Solar Gardens Master Subscription Agreement General Terms and Conditions 1.Definitions and Interpretation : Unless otherwise defined or required by the context in which any term appears: (a) the whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. 2.Subscription Services. a. Subscriber shall receive an allocation from Operator, and Operator shall provide such allocation to Subscriber, a portion of the Allocation one or more Subscription Agreements Exhibit 4Subscription Agreement in the form of Operator and Subscriber. Electric energy generated Utility by the System will be delivered to . Credits Bill Credits will be made by the Utility in the amount associated with the Allocation. For the avoidance of doubt, the Subscriber will not take title to the System electric energy, or capacity, Environmental Attributes, Environmental Incentives or Tax Credits. b. Within ten (10) days of the request by Operator, Subscriber shall execute the Subscriber Agency Agreement and Consent Form, attached hereto as Exhibit 5 for the Allocation, and shall confirm to Operator that all information provided therein is accurate as of the date of execution. Subscriber will provide its existing account number with the Utility and authorizes the Operator to as a subscriber to a "Community Solar Garden" with the Utility. Operator shall manage the s monthly bills with the Utility will reflect its participation as a subscriber of the System. c.Subscriber Premises Subscriber owns and operates the following sites: Service Address Utility Account Number d. s combined average annual electric energy consumption over the two (2) year period prior to the Effective Date at Subscriber Aggregate Load the Subscriber Premises is \[______\] kWh . e. The Parties shall enter into Subscription Agreements to reflect Allocations sufficient to provide Subscriber with Bill Credits for Minimum Aggregate Allocation not less than \[___%\] of Subscriber Aggregate Load The Allocations shall not exceed 40% of the System Capacity, nor shall the annual Allocations, measured in kWh and delivered to the Utility, exceed 120% of the Subscriber Aggregate Load. f.Discretionary Subscriber Allocations of Subscriber Aggregate Load. Subscriber shall accept Discretionary Subscriber Allocations when requested by Operator by execution of Subscription Agreements evidencing such Discretionary Subscriber Allocations. g. agrees, upon request by Operator, to execute and furnish to Operator for delivery to the Utility such further written time. Operator agrees that such information shall be used by Operator solely in connection with this Agreement and the Subscriber Agreement(s) between the Parties. h. Subscriber acknowledges that Operator will provide the Utility with: Allocation Subscriber Premises account numbers, service addresses, telephone numbers, e-mail addresses, and website URL (if applicable); information on participation in other distributed generation serving the Subscriber Premises; Community Solar Gardens Master Subscription Agreement 25 \\\\BA - 043750/000001 - 475340 v4 Bill Credit; and past, present, and future electric energy consumption attributable to the Subscriber Premises. i. If Subscriber materially decreases or increases the average energy load at a Subscriber Premises, it shall promptly provide Operator with written notice of the actual or expected average energy load at the Subscriber Premises. Operator shall have the right to resize, transfer or otherwise change the corresponding Allocations in order to comply with applicable law, iency. j. Subscriber shall not enter into other solar allocations or subscriptions serving Subscriber's Premises, other than the Allocations hereunder unless mutually agreed to by the Parties. k. Operator shall be solely responsible for resolving any dispute with the Utility regarding the production of energy by the System. Subscriber shall be solely responsible for resolving any dispute with the Utility regarding the calculation of the applicable Bill Credit rate. 3.Term and Termination . a.Term. The initial term of this Agreement shall commence on the Commercial Operation Date (as defined below), but not later Exhibit 1, than December 1, 2016, and continue for the length of time specified in unless earlier terminated as provided for in this Commercial Operation Date mechanically complete and capable of providing electric energy to the Utility. This Agreement is effective as of the Effective Date. The Parties may elect to extend the term upon mutual written agreement. 4.Billing and Payment . a.Monthly Charges. Subscriber shall pay Operator monthly for each kWh used to calculate the Bill Credit at the $/kWh rate Exhibit 1Contract Price shown in The monthly payment for suchAllocation under this Agreement will be equal to the Contract Price multiplied by the number of kWh of energy associated with the Allocation during the applicable month, as measured by the Utility and the System meter. b.Monthly Invoices. Operator shall invoice Subscriber monthly, either manually or through ACH. Such monthly invoices shall state (i) the amount of electric energy associated with the applicable Allocation, (ii) the rates applicable to, and charges incurred by, Subscriber under this Agreement and (iii) the total amount due from Subscriber. c.Taxes. Operator shall be responsible for any and all taxes assessed on the generation, sale, delivery or consumption of electric energy produced by the System or the interconnection of t Taxes personal property taxes on the System. For purposes of this Section 4(c) property, occupation, generation, privilege, sales, use, consumption, excise, transaction, and other taxes, regulatory fees, surcharges or other similar charges. d.Payment Terms. All amounts due under this Agreement shall be due and payable net twenty (20) days from receipt of invoice. Any undisputed portion of the invoice amount not paid within the twenty (20) day period shall accrue interest at the annual rate of two and one-half percent (2.5%) over the Prime Rate (but not to exceed the maximum rate permitted by law). 5.Environmental Attributes and Environmental Incentives . Operator is the owner of all Environmental Attributes and Environmental Incentives and is entitled to the benefit of all Tax Incentives or the right to Tax Credits or any other attributes of ownership and operation of the System, all of which shall be retained by Operator. Subscriber shall cooperate with Operator in obtaining, securing and transferring all Environmental Attributes and Environmental Incentives and the benefit of all Tax Credits, including by using the electric energy generated by the System in a manner necessary to qualify for such available Environmental Attributes, Environmental Incentives and Tax Credits. Subscriber shall not be obligated to incur any outofpocket costs or expenses in connection with such actions unless reimbursed by Operator.If any Environmental Incentives are paid directly to Subscriber, Subscriber shall immediately pay such amounts over to Operator. To avoid any conflicts with fair trade rules regarding claims of solar or renewable energy use, either party shall submit to the other party for approval any press releases regarding the System, the community sola Environmental Incentives related to the System, and shall not submit for publication any such releases without the written Community Solar Gardens Master Subscription Agreement 26 \\\\BA - 043750/000001 - 475340 v4 approval of the other party. Approval shall not be unreasonably w Environmental Attributes entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventional energy generation, including (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, he reporting rights related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits. Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party, and include Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not include Environmental Incentives and Tax Credits. Subscriber and Operator shall file all tax returns in a manner consistent with this Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credits, renewable energy credits or certificates, emissions reduction credits, investment credits, emissions allowances, green tags, tradeable renewable credits and Green-e® products. means any and all credits, rebates, subsidies, payments or other incentives that relate to self generation of electricity, the use of technology incorporated into the System, environmental benefits of using the System, or other similar programs available from the Utility, any other regulated entity, the manufacturer of any part of the System or any Governmental Authority. Governmental Authority subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including the Federal Energy Regulatory Commission or the Minnesota Public Utilities Commission), or any arbitrator with authority to bind a party at law. Tax Credits under federal, state or local law relating to the construction, ownership or production of energy from the System. 6.Conditions to Obligations . a. . on Satisfaction Date: i.Completion of a physical inspection of the System Site including, if applicable, geotechnical work, and real estate due diligence to confirm the suitability of the System Site for the System; ii.Approval of (A) this Agreement and (B) the Construction Agreement Operator and a subcontractor to install the System; iii.Confirmation that Operator will obtain all applicable Environmental Incentives and Tax Credits; iv.Execution of the Standard Contract for Solar*Rewards Community with the Utility; v.Receipt of all necessary zoning, land use and building permits; and vi.Execution of all necessary agreements with the Utili electric distribution system. b. . Community Solar Gardens Master Subscription Agreement 27 \\\\BA - 043750/000001 - 475340 v4 System. c.Failure of Conditions. If any of the conditions listed in subsections a or b above are not satisfied by the applicable dates specified in those subsections, the Parties will attempt in good faith to negotiate new dates for the satisfaction of the failed conditions. If the parties are unable to negotiate new dates then the Party that has not failed to meet an obligation may terminate this Agreement upon ten (10) days written notice to the other Party without liability for costs or damages or triggering a default under this Agreement. 7. . a.Suspension. for the purpose of maintaining and repairing the System and such suspension of service shall not constitute a breach of this Agreement; provided, that Operator shall use commercially reasonable efforts to minimize any interruption in service of the System. b.Use of Contractors and Subcontractors. Operator shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement. However, Operator shall continue to be responsible for the quality of the work performed by its contractors and subcontractors. c.No Warranty. 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 claim or liability arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), strict liability or otherwise. 8.Change in Law . Change in Law r repeal after the Effective Date of any applicable law or regulation; (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date of this Agreement (notwithstanding the general requirements contained in any applicable Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation), or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority which in the case of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or rse effect on the cost to Operator of performing such obligations; provided, that a change in federal, state, county or any other tax law after the Effective Date of this Agreement or a change in legislation, policy, regulation or rulemaking by any body that influences the value of electricity that would enable the Operator to sell the electricity at a value higher than the Contract Price in retail or wholesale markets shall not be a Change in Law pursuant to this Agreement. If any Change in Law occurs that has a material adverse effect on the cost to Operator of performing its obligations under this Agreement, then the Parties shall, within thirty (30) days following receipt by Subscriber from Operator of notice of such Change in Law, meet and attempt in good faith to negotiate amendments to this Agreement as are reasonably necessary to preserve the economic value of this Agreement to both Parties. If the Parties are unable to agree upon such amendments within such thirty (30) day period, then Operator shall have the right to terminate this Agreement without further liability to either Party, except with respect to payment of amounts accrued prior to termination, including amounts owed by Subscriber hereunder in connection with Bill Credits associated with the Allocations that are received by Subscriber subsequent to such termination. 9.Default, Remedies and Damages . a.Default. Any Party that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below Defaulting PartyDefault Event shall be deeme (1)failure of a Party to pay any amount due and payable under this Agreement, other than an amount that is subject to a good faith dispute, within fifteen (15) days following receipt of written notice Non-Defaulting PartyPayment Default Community Solar Gardens Master Subscription Agreement 28 \\\\BA - 043750/000001 - 475340 v4 (2)failure of a Party to substantially perform any other material obligation under this Agreement within thirty (30) days following receipt of written notice from the Non-Defaulting Party demanding such cure; provided, that such thirty (30) day cure period shall be extended (but not beyond ninety (90) days) if and to the extent reasonably necessary to cure the Default Event, if (i) the Defaulting Party initiates such cure with the thirty (30) day period and continues such cure to completion and (ii) there is no material adverse effect on the Non-Defaulting Party resulting from the failure to cure the Default Event; (3)if any representation or warranty of a Party proves at any time to have been incorrect in any material respect when made and is material to the transactions contemplated hereby, if the effect of such incorrectness is not cured within thirty (30) days following receipt of written notice from the Non-Defaulting Party demanding such cure; or (4)a Party, or its guarantor, becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect (or, if any such actions are initiated by a third party, such action(s) is(are) not dismissed within ninety (90) days). b.Remedies . (1)Remedies for Payment Default. If a Payment Default occurs, the Operator may suspend performance of its obligations under this Agreement. Further, Operator may pursue any remedy under this Agreement, at law or in equity, including an action for damages and termination of this Agreement, upon five (5) days prior written notice to Subscriber following the Payment Default. (2)Remedies for Other Defaults. On the occurrence of a Default Event other than a Payment Default, the Non-Defaulting Party may pursue any remedy under this Agreement, at law or in equity, including an action for damages and termination of this Agreement or suspension of performance of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting Party following the occurrence of the Default Event. Nothing herein shall l to collect damages upon the occurrence of a breach or a default by the other Party that does not become a Default Event. (3)Termination Payment to Operator. If Subscriber is the Defaulting Party and Operator terminates Termination Payment this Agreement, the termination payment to Operator shall be Exhibit 1 equal to the sum of (i) the (A) positive difference between the Contract Price set forth in (in $/kWh) and then current avoided cost rate (in $/kWh) multiplied by (B) the remaining Allocation, measured in kWh, that Operator estimates that would have been delivered to the Utility over the Term post-termination, had the Term remained effective and (ii) any and all other amounts previously accrued under this Agreement and owed by Subscriber to Operator, including amounts owed by Subscriber hereunder in connection with Bill Credits associated with the Allocations that are received by Subscriber subsequent to such termination.The Parties agree that actual damages to Operator in the event this Agreement terminates prior to the expiration of the Term as the result of a Default Event by Subscriber would be difficult to ascertain, and the applicable Termination Payment is a reasonable approximation of the damages suffered by Operator as a result of early termination of this Agreement. The Termination Payment shall not be less than zero. 10.Representations and Warranties . a.General Representations and Warranties. Each Party represents and warrants to the other the following: (1)Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; the execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and do not and shall not violate any law; and this Agreement is valid obligation of such Party, enforceable against such Party in accordance with its terms (except Community Solar Gardens Master Subscription Agreement 29 \\\\BA - 043750/000001 - 475340 v4 as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other (2)Such Party has obtained all licenses, authorizations, consents and approvals required by any Governmental Authority or other third party and necessary for such Party to own its assets, carry on its business and to execute and deliver this Agreement; and such Party is in compliance with all laws that relate to this Agreement in all material respects. b.. Subscriber represents and warrants to Operator the following: (1)Other Agreements. Neither the execution and delivery of this Agreement by Subscriber nor the performance by Subscriber of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which Subscriber is a party or by which Subscriber or the Facility is bound. (2)Accuracy of Information. All information provided by Subscriber to Operator, as it pertains to the Subscriber Premises,SubscriberSubscriber Premises, energy consumption other Subscriber information,including the information set forth in the Subscriber Agency Agreement and Consent Form, is accurate in all material respects. (3)Subscriber Status. Subscriber is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. 11.Insurance . a.Insurance Coverage. At all times during the Term, Operator shall maintain the following insurance: i.. Operator shall maintain (i) property insurance on the System for the replacement cost thereof, (ii) commercial general liability insurance with coverage of at least $1,000,000 per occurrence insurance as required by law and (v) business interruption insurance with coverage of at least $1,000,000. b.Policy Provisions. All insurance policies provided hereunder shall (i) contain a provision whereby the insurer agrees to give the party not providing the insurance thirty (30) days (ten (10) days in the event of non-payment of premiums) written notice before the insurance is cancelled, or terminated, (ii) be written on an occurrence basis, iii) be maintained with companies either rated no less than A- acceptable to the other party. c.Certificates. evidencing the her Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. d.Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each Party shall be responsible for the payment of its own deductibles. 12.Ownership of System . a.Ownership of System .Throughout the Term, Operator shall be the legal and beneficial owner of the System at all times, including all Environmental Attributes, and the System shall remain the personal property of Operator. Each of the Operator and Subscriber agree that the Operator is the tax owner of the System and all tax filings and reports will be filed in a manner consistent with this Agreement. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. 13.Indemnification and Limitations of Liability . a.GeneralIndemnifying Party officers, shareholders, partners, members, agents and employees of such other Party, and the respective affiliates of each thereof Community Solar Gardens Master Subscription Agreement 30 \\\\BA - 043750/000001 - 475340 v4 Indemnified Parties Liabilities lting from any third party actions relating to the breach of any representation or warranty set forth in Section 10 and from injury to or death of persons, and damage to or loss of property to the extent caused by or arising out of the negligent acts or omissions of, or the willful misconduct of, the Indemnifying Party (or its contractors, agents or employees) in connection with this Agreement; provided,however, that nothing herein shall require the Indemnifying Party to indemnify the Indemnified Party for any Liabilities to the extent caused by or arising out of the negligent acts or omissions of, or the willful misconduct of, the Indemnified Party. b.Notice and Participation in Third Party Claims . The Indemnified Party shall give the Indemnifying Party written notice with Claim Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable the Indemnified Party. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this Section 13(b) unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 13(b) for any Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party. c.Limitations on Liability . i.No Consequential Damages. Neither Party nor its directors, officers, shareholders, partners, members, agents and employees subcontractors or suppliers shall be liable for any indirect, special, incidental, exemplary, or consequential loss or damage of any nature arising out of their performance or non- performance hereunder even if advised of such. ii.Actual Damages.this Agreement arising out of or in connection with the performance or non-performance of this Agreement shall not exceed the total payments projected to be Agreement arising out of or in connection with the performance or non-performance of this Agreement shall not exceed the total payments required to be made by Subscriber under Section 9 of this Agreement. The provisions of this Section 13(c)(ii) shall apply whether such liability arises in contract, tort (including negligence), strict liability or otherwise. Any action against Operator must be brought prior to the expiration of the applicable statute of limitations period after the cause of action accrues. 14.Force Majeure . a.Force Majeure Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of electricity due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; drought; the binding order of any Governmental Authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of the Party claiming Force Majeure. b. Except as otherwise expressly provided to the contrary in this Agreement, if either Party is rendered wholly or partly unable to timely perform its obligations under this Agreement because of a Force Majeure event, that Party shall be excused from the performance affected by the Force Majeure event (but only to the extent so affected) and the time for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure event, gives the other Party prompt oral notice, followed by a written notice reasonably describing the event; (ii) the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required by the Force Majeure event; and (iii) the Party affected by such Force Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure event. Community Solar Gardens Master Subscription Agreement 31 \\\\BA - 043750/000001 - 475340 v4 c. Notwithstanding anything herein to the contrary, the obligation to make any payment due under this Agreement shall not be excused by a Force M d. If a Force Majeure event continues for a period of one hundred (180) days or more within a twelve (12) month period and prevents a material part of the performance by a Party hereunder, the Party not claiming the Force Majeure shall have the right to terminate this Agreement without fault or further liability to either Party,(except for amounts accrued but unpaid,including amounts owed by Subscriber hereunder in connection with Bill Credits associated with the Allocations that are received by Subscriber subsequent to such termination. 15.Assignment and Financing . a.Assignment . This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Operator may, without the prior written consent of Subscriber, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement to any Financing Party, (ii) directly or indirectly assign this Agreement to an affiliate of Operator, (iii) assign this Agreement to any entity through which Operator is obtaining financing or capital for the System and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Operator (provided that Operator shall be released from liability hereunder as he assignee). le proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. b.Financing . The Parties acknowledge that Operator may obtain construction and long-term financing or other credit support from Financing Parties lenders or third p construction, ownership, operation and maintenance of the System. 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 economic terms, termination rights of Subscriber or the notice and cure provisions of this Agreement. The Parties also agree that Operator may assign this Agreement to the Financing Parties as collateral, and in connection with any such assignment, Subscriber agrees to execute a consent to assignment and provide any other required documents in a form reasonably acceptable to the Subscriber and the Financing Parties. c.Security . As security for all of Subscriber's monetary obligations to Operator under this Agreement, Subscriber hereby grants to Operator a first priority, continuing security interest in all of Subscriber's right, title and interest in, to and under any rights to payment by the Utility for excess Bill Credits associated with Subscriber's Allocation. In connection with such grant, Subscriber authorizes Operator to file UCC financing statements in such form and with such filing offices as Operator determines to be appropriate. 16.Confidentiality and Publicity . a.Confidentiality . If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, ConfidentialInformation course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and Representatives condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information), in each case whose access is reasonably necessary to the negotiation and performance of this Agreement. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 16(a), except as set forth in Section 16(b). All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the d or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 16(a) by the receiving Party or its Representatives or other person to Community Solar Gardens Master Subscription Agreement 32 \\\\BA - 043750/000001 - 475340 v4 whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach of the provision of this Section 16(a). To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 16(a), but shall be in addition to all other remedies available at law or in equity. b.Permitted Disclosures . Notwithstanding any other provision in this Agreement, neither Party shall be required to hold confidential any information that (i) becomes publicly available other than through the receiving Party, (ii) is required to be disclosed to a Governmental Authority under applicable law or pursuant to a validly issued subpoena (but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such requirement to the extent permitted by applicable law), (iii) is independently developed by the receiving Party or (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum extent permitted by law. 17.Goodwill, Publicity and Marketing. Neither Party shall use any name, trade name, service mark or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party. 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. Neither Party shall make any press release or public announcement of the specific terms of this Agreement (except for filings or other statements or releases as may be required by applicable law) without the specific prior written consent of the other Party. Without limiting the generality of the foregoing, all public statements must accurately reflect the rights and obligations of the Parties under this Agreement, including the ownership of Environmental Attributes and Environmental Incentives and any related reporting rights. 18.General Provisions a.Choice of Law . The law of the state where the System is located shall govern this Agreement without giving effect to conflict of laws principles. b. . Any dispute arising from or relating to this Agreement shall be arbitrated in New York, NY The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered in any court of competent jurisdiction. If the Parties agree, a mediator may be consulted prior to a and costs. c.Notices . All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, electronic mail, overnight courier, or regular, certified, or registered mail, return receipt requested, and deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. Notices shall be sent to the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either party may specify in writing. Each party shall deem a document faxed, emailed or electronically sent in PDF form to it as an original document. d.Survival . Provisions of this Agreement that should reasonably be considered to survive termination of this Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section 4 (Representations and Warranties), Section 7(c) (No Warranty), Section 11(a) (Insurance Coverage), Section 13 (Indemnification and Limits of Liability), Section 16 (Confidentiality and Publicity, Section18(n) (No Third Party Beneficiaries). e.Further Assurances . Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement. f.Right of Waiver . Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time; provided,however that neither Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. No waiver shall apply only to such requirements and on such occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not so specified. No failure of either Party to enforce any term of this Agreement will be Community Solar Gardens Master Subscription Agreement 33 \\\\BA - 043750/000001 - 475340 v4 deemed to be a waiver. No exercise of any right or remedy under this Agreement by Subscriber or Operator shall constitute a waiver of any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise, or any partial exercise of, its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a waiver of future performance. g.Comparative Negligence . It is the intent of the Parties that where negligence is determined to have been joint, contributory or concurrent, each Party shall bear the proportionate cost of any Liability. h.Non-Dedication of Facilities . Nothing herein shall be construed as the dedication by Operator of its facilities or equipment to the ties or equipment, to the jurisdiction of any Governmental Authority as a public utility or similar entity. Subscriber shall not assert in der this Agreement. If Operator is reasonably likely to become subject to regulation as a public utility, then the Parties shall use all reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring that Operator does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring, Operator shall have the right to terminate this Agreement without further liability to either Party,except for amounts accrued but unpaid, including amounts owed by Subscriber hereunder in connection with Bill Credits associated with the Allocations that are received by Subscriber subsequent to such termination. i.Estoppel . Either Party hereto, without charge, at any time and from time to time, within five (5) business days after receipt of a written request by the other party hereto, shall deliver a written instrument, duly executed, certifying to such requesting party, or any other person specified by such requesting Party: (i) that this Agreement is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification; (ii) whether or not to the knowledge of any such party there are then existing any offsets or defenses in favor of such party against enforcement of any of the terms, covenants and conditions of this Agreement and, if so, specifying the same and also whether or not to the knowledge of such party the other party has observed and performed all of the terms, covenants and conditions on its part to be observed and performed, and if not, specifying the same; and (iii) such other information as may be reasonably requested by the requesting Party. Any written instrument given hereunder may be relied upon by the recipient of such instrument, except to the extent the recipient has actual knowledge of facts contained in the certificate. j.Service Contract . The Parties intend this Agreement to be a Internal Revenue Code of 1986. Subscriber will not take the position on any tax return or in any other filings suggesting that it is anything other than receiving an Allocation from the System. k.No Partnership . No provision of this Agreement shall be construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party, and neither shall be considered the agent of the other. l.Full Agreement, Modification, Invalidity, Counterparts, Captions . This Agreement, together with any Exhibits, completely and exclusively states the agreement of the parties regarding its subject matter and supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter. This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. m.Forward Contract the United Sta n.No Third Party Beneficiaries . Except as otherwise expressly provided herein, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person. End of Exhibit 6 Community Solar Gardens Master Subscription Agreement 34 \\\\BA - 043750/000001 - 475340 v4 Community Solar Gardens Master Subscription Agreement 35 \\\\BA - 043750/000001 - 475340 v4 Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned (“Subscriber”) has a Subscription to the following Community Solar Garden: Community Solar Garden Name: Community Solar Garden Address: Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above); _____________________________________ Community Solar Garden Operator: _____________________________________ Telephone number: ____________________ Email address: ________________________ Web Site URL: ________________________ Subscriber Service Address where Subscriber Name:receiving electrical service from Northern States Power Company: Subscriber’s Account Number with Northern States Power Company: 36 By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits (“RECs”), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community SolarGarden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors,such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator’s control. Subscriber’s 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) Subscriber’s Energy Use Data and (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information thatwill be shared, and how that information will be used. a. Subscriber’s Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator’s designated subcontractors and agents) with the Subscriber’s Account Information and Subscriber’s Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator Solar*Rewards Community Subscriber Agency Agreement and pursuant Section 3 above are attached as Exhibit 1 of this Consent Form. These privacy policies include definitions of “Subscriber’s Account Information” and “Subscriber’s Energy Usage Data.” b. Subscriber’s Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber’s name, service address, and account number) and detailing the Subscriber’s proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The 37 Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data Solar*RewardsCommunity Subscriber Agency Agreement and privacy policies contained in the attached Exhibit 1 of this Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber’sparticipation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of NorthernStates Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintainsthe confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the Bill Credits received pertaining to the Subscriber’s participation in the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber’s Account Information and Subscriber’s Energy Use Data. f. Duration of Consent. The Subscriber’s consent to this information sharing shall be ongoing for the Term of the Contract between theCommunity Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the Subscriber’s consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI-12 1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber’s Name: ___________________________ Subscriber’s Signature: ___________________________ Date: ___________________________ 38 39 40 41 What is Community Solar? Community Solar could actually be a number of things. It could be a community-owned solar installation, like at your local community center. It could be a publicly-located project funded through donations from community members. It could also be a bulk purchase of solar. Community Shared Solar or Community Solar Gardens (which are the same thing) specifically refer to projects tion to the size of their Where did the name Community Solar Gardens come from? Think of a community garden with solar. With a community garden, a bunch of neighbors come together at one central location to garden rather than having their own gardens in their own yards. There is centralized water and a sense of gardening camaraderie. You might also compare it to a CSA, where several members come together to support one farm and all benefit with fresh produce. Participants in a Community Solar Garden have their own share of a centrally-located project and receive a direct benefit: solar energy. Do I subscribe upfront? Is it a one-time subscription? There are different Community Solar Garden models. Some are up-front subscription models wherein the subscriber would do a lump sum up- other periodic) fee. There are also emerging models that combine both of these elements and have subscribers put some money down up front and pay some component of the costs over time. What am I purchasing when I become a subscriber? a community solar garden, it means you are renting from the facility owner a portion of the solar energy it produces (Minn. Stat. § 216b.1641 subd. h and Minn. Stat. § 216B.164, subd. 10k). How much can I buy? A participant can buy as little as 200 watts of solar or enough to cover up to 120% of their annual electricity usage. Just for perspective, the typical MN home uses about 800 kWh each monthor 9,600 kWh/ year. To fulfill all of that need might take about 8 kW of solar (assuming each 1 kW panel would general 1,200 kWh per year if it had around a 14% capacity factor). 42 We recommend that people consider energy conservation and efficiency measures to reduce their energy needs before subscribing to a community solar garden to lower their upfront subscription costs and/or cover more of their needs. How much does it cost? The short answer is, it depends. Each developer will have their own subscription prices, and each subscriber will What if I start using more energy? If you start using more energy, you will likely have an opportunity to subscribe to more panels to cover that usage. However, solar has been seen as a catalyst for folks to use less energy, because they start to focus on ways they can save energy to make their solar go further. Hopefully participation in community-solar will also serve that function. What happens to my subscription if I move? If you move within the same county or to an adjacent county where your electric utility provider is still the same, you can still be a part of the same solar garden. If, however, you move to a different utility territory, to a non-adjacent county, or to a different state, you could no longer participate in the same solar garden. Your options would be to (a) sell your subscription back at fair market value, (b) donate it to a nonprofit, or © transfer it to another family member. Your solar garden operator keeps track of subscriptions and will handle the customer care role of processing any necessary changes. Who can participate? The great opportunity with community solar gardens is that anyone, or any group, can come together to kick-start a project. A congregation, a local government, a school, a community group or any group of customers can come together to develop a community solar garden. Connexus Energy, Kandiyohi Power Coop, Lake Region Electric Cooperative, McLeod Cooperative Power, Steele- Waseca Cooperative Electric, Tri-County Electric Cooperative, Wright-Hennepin Cooperative Electric Association, andXcel Energy have existing programs. Potential participants in other territories will need to work with their local utilities to move a project forward. 43 Once a project is available, participants can sign on if they are a member/customer of a utility and located in the same county where a project is located, or the adjacent county. In plain English, that means you can subscribe to a project in Xcel Energy territory located in Hennepin County as long as you are an Xcel Energy Customer and live in either Hennepin County or any of its surrounding counties (i.e., Ramsey, Dakota, Scott, Carver, Wright, Sherburne, or Anoka). you can serve as the catalyst to kick start one . Will my energy bill go up, down, or stay the same? As a subscriber to a community solar garden project, the energy use portion of your bill will go down, because you will be credited based on the rate paid for the kWh production of your share of the solar system. You will still pay fixed charges on your bill, such as a basic service charge, resource adjustments, and any city, county and local taxes. Can I claim that my home or business is solar powered? Well, not exactly. As a subscriber to a garden that sells the solar Renewable Energy Credits (sRECs) to the utility, you can claim that you are participating in a community solar garden project, but if the Utility has purchased the sRECs, they have purchased those solar energy attributes. Learn more in this handy one-pager. Is the credit to my bill taxable income? Is the annual account settlement taxable? The credit to your bill is not taxable. Whether or not the annual account settlement (which is the payment the utility - an IRS consideration. Subscribers should consult their own accountant/attorney. How do I choose a developer? The Developer is not regulated by the Minnesota Public Utilities Commission, so it is important to choose your solar developer wisely. The Developer is the person or group that pulls all the various components of the project together. These are the folks who would manage the financing, the insurance, the installation, the operations and maintenance and the agreements with the utility. We never recommend one entity over another, but we pose questions a group or individual ought to ask of a potential developer: Do they have staying power to be around for the next 25 years? What is their background, and do they have the right experience? Who will be the entity to conduct the maintenance on the system? Has the contractor or developer set aside enough money to do on-going work? Have they secured the insurance for the project and covered all of their legal bases to move a project forward? 44 Is this developer willing to listen to your interests and motivations and use those to tailor the project? What makes for a good Host Site? south facing, no shading, a solid roof structure, ready access to the site, and a strong utility interconnection potential (i.e., close to a substation or other existing electrical infrastructure in the right utility territory). to do that for 25 years at minimum, and be an entity that will be around for 25 years to stick to the agreement. or prime agricultural land that could have a higher value used elsewhere. Another consideration to keep in mind: a 1 MW project can require an area with either 3-8 acres of land or 100,000 sq feet of roof space (ideally a new roof). Can a host site use energy generated on its roof (or a portion of it)? Yes. If the host site is also a subscriber, then it could use some of the energy generated on its own site. What is the role of Finance? While the subscribers pay for a lot of the up-front costs of a project, there are additional investors who will be involved in the project because they have a tax appetite to benefit from the federal Investment Tax Credit (which will make any really have the ability to take advantage of these tax credits. If you have questions about the tax implications of participating in a project, you should seek professional tax advice. What is the role of the Utility? charging for electric service will remain the same; however, in addition to that role, the utility is the entity that will buy the power and will then credit your bill via virtual net metering. In some cases they may also run their own community solar gardens program. What is a Site Assessor? 45 a good solar resource and will a solid site for the installation. What do the Outreach Partners do? This is a fairly straightforward role. Outreach Partners secure participants to help fill a project and make it a success. This role is critical in terms of making sure folks know about the opportunity, understand their options, and sign on to participate. Outreach can be done in a paid or unpaid capacity. 46 SolarCity Solar*Rewards fCity of Hopkin os Current Usage and CostsPV System MetricsPPA metricsYear One Expenditures & SavingsTerm Savings Annual load Annual utilitSolar Garden Year 1 solar ear 1 enerPPA Term SolarCitySolarCit PPPre-solar annualValue of RemainingPPATotal bill ostYear 1 20 year term NPV of total savins at yYgyyApg Site kWhillikWkWhffrElinRkWhiliillriiliillxnirlr*Rwrvinvinin r ()b($)Capacty()output()oset(yeas)scaatoate($/)uttybcedtsuttybepedtueSoaeadssagssags5%dscoutate $ 91,959 401.6 616,456 72%200.0% $ 0.1040 $ 91,959 $ 73,537 $860,959 18,422 $ 64,111 $ 82,534 $ 9,426 $ 358,856 $ 205,487 Water Hopkins City of -- 1451 Elmo Park Service Rd $ 54,362 237.4 364,409 59%200.0% $ 0.1040 $ 54,362 $ 43,470 $616,640 10,891 $ 37,899 $ 48,790 $ 5,572 $ 212,133 $ 121,470 Hopkins City of -- 1010 1st Street $ 47,589 207.8 318,973 70%200.0% $ 0.1040 $ 47,589 $ 38,050 $454,640 9,538 $ 33,173 $ 42,712 $ 4,877 $ 185,683 $ 106,325 Pavillion Hopkins City of -- 11000 Excelsior Blvd $ 46,441 202.8 311,298 69%200.0% $ 0.1040 $ 46,441 $ 37,135 $448,800 9,306 $ 32,375 $ 41,681 $ 4,760 $ 181,215 $ 103,767 Hopkins City of -- 1111 Main Street $ 22,688 99.0 151,965 38%200.0% $ 0.1040 $ 22,688 $ 18,128 $403,463 4,560 $ 15,804 $ 20,364 $ 2,324 $ 88,463 $ 50,655 Water Hopkins City of -- 801 Highway 7 $ 35,848 156.6 240,381 62%200.0% $ 0.1040 $ 35,848 $ 28,675 $390,240 7,173 $ 25,000 $ 32,172 $ 3,675 $ 139,932 $ 80,128 Hopkins HRA -- 22 5th Ave $ 22,706 99.2 152,272 46%200.0% $ 0.1040 $ 22,706 $ 18,165 $332,085 4,542 $ 15,836 $ 20,378 $ 2,328 $ 88,642 $ 50,758 Water Hopkins City of -- 1205 Highway 7 $ 23,074 100.8 154,728 67%200.0% $ 0.1040 $ 23,074 $ 18,458 $232,560 4,616 $ 16,092 $ 20,708 $ 2,366 $ 90,071 $ 51,576 Hopkins City of -- 11000 Excelsior Blvd $ 19,560 85.4 131,089 64%200.0% $ 0.1040 $ 19,560 $ 15,638 $205,120 3,922 $ 13,633 $ 17,555 $ 2,004 $ 76,311 $ 43,697 Hopkins City of -- 101 17th Ave $ 13,976 61.0 93,635 76%200.0% $ 0.1040 $ 13,976 $ 11,170 $122,840 2,807 $ 9,738 $ 12,545 $ 1,432 $ 54,508 $ 31,212 Hopkins City of -- 33 14th Ave $ 11,663 50.8 77,978 64%200.0% $ 0.1040 $ 11,663 $ 9,302 $122,720 2,361 $ 8,110 $ 10,471 $ 1,192 $ 45,393 $ 25,993 Hopkins City of -- 26th 10th Ave $ 122,809 536.4 823,374 85%200.0% $ 0.1040 $ 122,809 $ 98,220 $ 971,354 24,588 $ 85,631 $ 110,219 $ 12,589 $ 479,309 $ 274,460 Remaining 65 Meters \[City of Hopkins\] Total5,161,421 $ 512,673 $ 52,568 $ 2,001,409 $ 1,146,038 2,239.8 3,438,093 67%200.0% $ 0.1040 $ 512,673 $ 410,130 $ 102,543 $ 357,562 $ 460,105 WHITE cells GRAY cells Input values into GOLD cellswill calculate calculate milll autoatcaytotas Notes and Assumptions These savings estimates represent a budgetary proposal based on the usage data provided. olarityolarRewardsavings Estimates ority o Hopkin SCS*SfCfs SitePPA term (years)PPA escalator Total 200% TotaTotal Technical SummaryFinancial Results Summary Total -2239.8 kW Community Solar Subscription Community Annual Savings with SolarCity Total -2239.8 kW Community Solar Subscription st solar garden 1 Year Savings Project Type$ 52,568 Year One Savings with SolarCity 2,239.8 Size (kW)20 Year Term Savings2,001,409$ $800,000 1,535.00 System Yield (kWh/kW)NPV of savings @ 0%$ 1,146,038 $600,000 3,438,093 1st Year Production (kWh) $700,000 -0.5% Annual Degradation (%) Savings Details 65,591,608 Cumulative Production (kWh) $500,000 $600,000 1st Year Savings52,568$ Savings Savings as % of total bill10.3% $500,000 $400,000 PPA Deal Structure Summary SolarCity 1st Year energy offset67% $400,000 $ 0.1040 SolarCity Rate ($/kWh) Credits 0.0% Annual Escalation$300,000 Utility $300,000 20 Term (years) Year 1 Savings Breakdown $200,000 $200,000 Before solarWith solar Solar*Rewards Program Assumptions Utility bill512,673$ 102,543$ $100,000 $100,000 5,161,421 Annual consumption (kWh)PPA payment-$ 357,562$ $ 512,673.2 Annual Xcel bill Total512,673$ 460,105$ $- $ 0.1193 Xcel credit rate Net annual savings52,568$ $0 Year of PPA Term Pre-solar billSolar bill creditsPPA billPost-solar bill Annual utility bill pre-solarTotal post-solar bill PPA term year 12345678910111213141516171819202122232425 Solar production (kWh) 3,420,9033,438,093 3,403,798 3,386,779 3,369,845 3,352,996 3,336,231 3,319,550 3,302,952 3,286,437 3,270,005 3,253,655 3,237,387 3,221,200 3,205,094 3,189,068 3,173,123 3,157,257 3,141,471 3,125,764 - - - - - Annual utility bill pre-solar $ 520,363512,673$ 528,169$ 536,091$ 544,133$ 552,295$ 560,579$ 568,988$ 577,523$ 586,185$ 594,978$ 603,903$ 612,961$ 622,156$ 631,488$ 640,961$ 650,575$ 660,334$ 670,239$ 680,292$ -$ -$ -$ -$ -$ Solar*Rewards credit rate ($/kWh) $ 0.12080.1193$ 0.1223$ 0.1238$ 0.1254$ 0.1270$ 0.1286$ 0.1302$ 0.1318$ 0.1335$ 0.1352$ 0.1370$ 0.1387$ 0.1405$ 0.1423$ 0.1441$ 0.1460$ 0.1479$ 0.1498$ 0.1518$ -$ -$ -$ -$ -$ Total Solar*Rewards credit value ($) $ 413,174410,130$ 416,254$ 419,369$ 422,521$ 425,708$ 428,932$ 432,194$ 435,492$ 438,829$ 442,203$ 445,616$ 449,067$ 452,558$ 456,088$ 459,658$ 463,268$ 466,919$ 470,611$ 474,344$ -$ -$ -$ -$ -$ Remaining utility bill $ 107,189102,543$ 111,915$ 116,722$ 121,612$ 126,586$ 131,647$ 136,794$ 142,030$ 147,357$ 152,775$ 158,287$ 163,894$ 169,598$ 175,400$ 181,302$ 187,307$ 193,415$ 199,628$ 205,948$ -$ -$ -$ -$ -$ SolarCity PPA Rate ($/kWh) $ 0.1040.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ 0.104$ -$ -$ -$ -$ -$ SolarCity PPA bill ($) $ 355,774357,562$ 353,995$ 352,225$ 350,464$ 348,712$ 346,968$ 345,233$ 343,507$ 341,789$ 340,081$ 338,380$ 336,688$ 335,005$ 333,330$ 331,663$ 330,005$ 328,355$ 326,713$ 325,079$ -$ -$ -$ -$ -$ Total post-solar bill $ 462,963460,105$ 465,910$ 468,947$ 472,076$ 475,298$ 478,615$ 482,027$ 485,537$ 489,146$ 492,856$ 496,667$ 500,582$ 504,603$ 508,730$ 512,966$ 517,311$ 521,769$ 526,341$ 531,028$ -$ -$ -$ -$ -$ Annual savings $ 57,40152,568$ 62,259$ 67,144$ 72,057$ 76,997$ 81,964$ 86,961$ 91,985$ 97,039$ 102,123$ 107,236$ 112,379$ 117,553$ 122,758$ 127,995$ 133,263$ 138,564$ 143,898$ 149,264$ -$ -$ -$ -$ -$ Cumulative savings with SolarCity $ 109,96952,568$ 172,228$ 239,372$ 311,429$ 388,426$ 470,390$ 557,351$ 649,336$ 746,375$ 848,498$ 955,734$ 1,068,113$ 1,185,666$ 1,308,424$ 1,436,419$ 1,569,683$ 1,708,247$ 1,852,145$ 2,001,409$ 2,001,409$ 2,001,409$ 2,001,409$ 2,001,409$ 2,001,409$