VII.1. Approve Community Solar Garden Subscription Agreement; CR 2015-098 G�TY pF
September 10, 2015 H�P K 1 N S Council Report 2015-098
Approve Subscription Agreement with SunE Minnesota Holdings, LLC (SunEdisan)for
purchase of energy from community solar gardens
Proposed Action
Staff recommends adoption of the fo(lowing motion: Move that Council approves a 25-year
subscription agreement with SunEdison for the purchase of energy from community solar
gardens and authorize the City Manager to sign the agreement on behalf of the City.
Overview
Staff has been working with a number of solar energy developers since shortly after the new
Minnesota Community Solar Garden program began in Dec 2014. The program's roll-out and
how it would be administered became fairly onerous with the large-scale 10MW+ solar gardens
that were proposed. Many program guidelines, requirements and processes were considered
during numerous meetings between the Minnesota Public Utilities Commission, Xcel Energy .
and the solar developers. The latest PUC ruling limited the size of the solar garden sites to no
greater than 5 MW. This resulted in less available solar energy and solar developers having to
revise their offers for purchase of energy. Prior to the PUC ruling, staff considered SunEdison
the preferred developer to partner with due to their pricing offer and their ability to build and
operate their proposed solar gardens. Currently, SunEdison is the only solar developer that is
able,to.honor a full power offset to the City of Hopkins. However, the offer changed from a flat
rate energy purchase price to a $0.01/KW-hr price offset from the Xce! Energy rate. Although
the price offset offer provides less savings, the City would still save $75,000/year and this
savings is guaranteed regardless of what Xcel Energy may charge.
The City Attorney has reviewed the proposed agreement and minor changes may yet be made
that do nof materially affect the City's obligations, risk or energy cost savings. City staff
recommends approval of the subscription agreement.
Primarv Issues to Consider
• Subscription Agreement detaifs
Supportinq Information
• Proposed Subscription Agreement
• Subscriber Agreement Cost Savings char# �
Steven J. Stadler, Public Worics Director
Council Report 2015-098
Page 2
Primary Issues to Consider
• Subscription Agreement Details
TERM: The term is 25 years. Termination provisions include:
* Operator (SunEdison) may terminate if an event or circumstance (see section 2.2 (a)—
(e)) occurs which prevents SunEdison from installing or operating the solar system, as
envisioned.
• Subscriber (Hopkins) may terminate if there is not an interconnection agreement with
Xcel Energy by Feb 29, 2016 or if the conditions of section 2.2 (a), (b), (d) and (fl have
not been met by Dec 31, 2016.
• Subscriber may terminate if a force majeure event affects operator's ability to meet its
obligations under the agreement for a period of 180 days
• The agreement also terminates if the power purchase agreement between SunEdison
and Xcel Energy terminates.
LOCATtON OF SOLAR GARDENS:
A solar garden is defined as a 1 MW site. The City is limited to purchasing no more than 40% of
the power produced at a solar garden. Therefore, in order to meet our energy needs the City
will be purchasing power from 10 different solar gardens in Wright County.
CITY'S PURCHASE PRICE FOR SOLAR ENERGY:
The City will pay the Xcel Energy General Service Bill Credit Rate less $0.01 per kWh. The
City currently pays Xcel Energy $0.11914 per kWh (General Service rate). The City has 60
days to pay SunEdison from date of invoice.
HOW MUCH POWER WOULD WE PURCHASE?
The agreement includes providing power to cover our entire demand, estimated at 4.8 mWh/yr.
ANTICIPATED DATE THAT SOLAR ENERGY PURCHASE BEGINS, I.E. SAVINGS BEGIN:
This date is not known but it must be prior to Dec 31, 2016.
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Calculated Wst of Energy Generatlon and Savings
TotalSolarGarden Purchase 4282 kW bC
In u
Len h of Power Purchase Agreement(Years zs
Subscrlber reementstartin Rate $ Wh $0.10914
SubscrlberDiscounttoARR rkWh ' $D•0100
Ene YIeId(kWhs/kW 1,300
ElecMci PurchasedThrou h5ubscriber reement kWh r 5,566,269
Desired Offset PercenWge 115%
Esdmated System Degradatton FaMor 0.5�,4
Dlscount Rate 4•�
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Gen SvcAnnual Small Gen Svc Subsuiber General Service Small General
Contrad Year Power Mnual Power qBreement Cost of Solar Credit Value Servlce Credlt Credit Value Yearly Elactrid
Year Production Produdion Savfngs
kwh kwh IS/kWh} (S/kWh) value�5/�h)
o. zois ' o< o 'So.sosia So $o.issia 5o.laa�i So So .
1" 2016 4,944,017 622,251 $0.11311 $629,576 $0.12311 $0.14928 $701,527 571,951
2 2017 4,919,297 619,141 $0.11723 $649,270 $0.12723 $0,15445 $721 510 $72,240
3 2018 4,894,7� 616,045 $0,12152 $669,660 $0.13152 $0.15983 $742,210 $72,549
4 2019 4,870,227 612,965 $0.12459 $683,128 $0.13459 $0.16543 $756 863 $73,735
5 2020 q,845,876 609,900 $D.12774 $646,904 $0.13774 $0.15942 $770,788 $73,884
6 2021 4,821,646 606,851 $0.13097 $710,996 $0.14097 $0.17353 $785,039 $74,043
7 2022 4 797 38 603 817 $0.13430 $725,410 $0.14430 $0.17776 $799 624 $74,214
8 2023 4,773,550 600,747 $0.13772 $740,154 $0.14772 $0.18209 $814,549 $74,395
9 2024 4,749 682 597,794 $0.14123 $755,235 $0.15123 $0.18655 $829,824 $74,589
10 2025 4,725,934 594 805 $0.14484 $770,661 $0.15484 $0.14113 $845,45A � $74,793
11 2026 4,702,304 591,831 $0.14855 $756,439 $0.15855 $0.19584 $861,449 � $75,010
12 2027 4 678,793 588,871 $0.15236 $802,577 $0.16236 $0.20067 877,816 $75,239
13 2028 4,655,399 585 927 $0.15627 $819,083 $0.16627 $0.20564 $894,563 $75,480
14 2029 4,632,122 582,997 $0.16030 $835,%6 $Q.17030 $0.21075 $911,699 $75,734
15 2030 4,608,961 580 062 $0.16443 $853,233 $0.17443 $0.21599 $929,233 $76,D00
i6 2031 4,585,917 577,152 $0.16868 $870,894 $0.17868 $D.22138 $947,174 $76,280
17 2032 4,562,987 574,296 $0.17304 $888,956 $0.18304 $0.22692 $965,529 $76,573
18 2033 4,540,172 571,425 $0.1�752 $9D7,430 $0.18752 $0.23261 $984,310 $76,860
19 2034 4,517,471 568,567 $0.18213 $926,324 $0.19213 $0.23846 $1 3,524 $77,200
20 2035 4,494,884 565 725 $0.18686 $945,647 $0.19686 $0.24447 $1,023,182 $77.535
21 2036 4,472,409 562,896 $0.19173 $965,409 $0.20173 $0.25064 $1,043,293 $77,884
22 2037 4,450,047 560,082 $0.19673 $985,620 $0.20673 $0.25698 $1,068 968 $78.248
23 2038 4 427,797 557,281 $0.20186• $1,006,290 $OZ1186 $0.26350 $1,084,917 $78,627
2q 2039 4,405,658 554,495 $0.20714 $1,027,429 $0.21714 $0.27019 $1,106 451 $79,021
25 2040 4,383,630 551,722 $0.21256 51,049,048 $0.22256 $0.27707 $1,128,479 $79,431
'IllustraUve anly Ilmited productfon in 2015 ' =" �
•'flntfull yearof productlon � ' "
GENERAL TERMS AND CONDITIONS OF
MINNESOTA COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT
These Creneral Ternzs and Conditions of Minnesota Communiry Solar Garden SuBscription Agreement ("General
Conditions") are dated as of day of September 201 S and are witnessed and ackriowledged by SunE Minnesota
Holdings, LLC("SunEdison"or "Operator') and City of Hopkins, a Mi»nesota municipal corporatoin ("Subscriber�), as
eviderrced by their respectfve signatures on the last page of this document. These General Conditions are intended to be
incorporated by reference into Subscription Agreements that may be entered into between SunEdison and Subscriber or
between their respective A�liates. Except to the extent SunEdison or Subscriber becomes a party to a Subscription
Agreement that incorporates these General Conditions, .these General Conditio»s shall have no binding e,fJ'ect atpon
StrnEdison or Subscriber. Note that Subscriber and SunEdisort may e»ter into multiple sepa�•ate Special Conditiorrs (with
each Special Co»ditions relating to a separate Solar Systenz)that fncorporate these General Conditions.
1. DEFINITIONS.
1.1 Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings
ascribed to such terms in the PPA. In addition to other terms specifically defined elsewhere in the Agreement, where
capitalized,the following words and phrases shall be defined as follows:
"Affiliate"means,with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or
under common control with such specified Person.
"Aereement" means the Subscription Agreement (which shall consist of these General Conditions (and all the Exhibits
hereto)and the applicable Special Conditions(and all Exhibits and Schedules thereto)).
"A�nlicable Law"means,with respect to any Person,any constitutional provision,law, statute,rule,regulation,ordinance,
treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit,
authorizarion, guideline, Governmental Approval, consent or requirement of any Governmental Authoriry having
jurisdiction over such Person or its property,enforceable at law or in equity, including the interpretation and administration
thereof by such Governmental Authority.
"Assi ent"has the mean�ng set forth in Section 13.1.
"Banlcruptcv Event" means with respect to a Party, that either: (i) such Party has (A) applied for or consented to the
appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its property; (B)admitted in writing its inability, or be generally unable,to pay its debts as such debts become due;
(C)made a general assignment for the benefit of its creditors;(D)commenced a voluntary case under any bankruptcy law;
(E)filed a petition seeking to take advantage of any other law relating to bankruptcy, insolvency,reorganization, winding
up, or composirion or readjustment of debts; (F) failed to controvert in a timely and appropriate manner, or acquiesced in
writing to,any perition filed against such Party in an involuntary case under any bankruptcy law;or(G)taken any corporate
or other action for the purpose of effecting any of the foregoing; or(ii)a proceeding or case has been commenced without
the application or consent of such Party in any court of competent jurisdiction seeking(A) its liquidation,reorganization,
dissolution or winding-up or the composition or readjustment of debts or, (B) the appointment of a trustee, receiver,
custodian, liquidator or the like of such Party under any bankruptcy law, and such proceeding or case has continued
undefended, or any order,judgment or decree approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect for a period of sixty(60)days.
`Bill Credit"means the monetary value of the electriciry generated by the Solar System commensurate with Subscriber's
Allocated Percentage, as calculated pursuant to the PPA and the Tariff, and credited to Subscriber by NSP on its monthly
invoice for electric service at the Service Address in accordance with the PPA. The Bill Credit Rate to be used by NSP
shall be the Enhanced Bill Credit as provided in the PPA recognizing Operator's election to transfer the solar RECs to NSP
pursuant to the PPA. The Bill Credit Rate shall be based on the General Service Enhanced Bill Credit.
"Billing Cvcle"means the monthly billing cycle established by NSP.
1
"Business Dav"means any day other than Saturday,Sunday or any other day on which banking institutions in Minneapolis,
Minnesota are required or authorized by Applicable Law to be closed for business.
"Commercial Operation"and"Commercial Operation Date"have the meaning set forth in Section 3.1(b).
"Confidential Information"has the meaning set forth in Section 15.1.
"Covenants.Conditions and Restrictions"or"CCR"means those requirements or limitations related to the Premises as may
be set forth in a lease,if applicable,or by any associarion or other organization,having the authority to innpoSe resirictions.
"Delivered EnerQv" means the amount of photovoltaic energy generated by the System and delivered to NSP at the
Production Meter(as defined in the PPA).
� "Effective Date"means the date on which the condition to effectiveness of these General Conditions and#�Agreement set
forth in Section 17 has been satisfied.
"Enhanced Bill Credit"shall refer to a Bill Credit that includes the REC pricing approved by the Minnesota Public Utilities
Commission as set forth in the Tariff and the PPA.
"Environmental Attributes" means, without limitation, carbon trading credits, Renewable Energy Credits or certi�icates,
emissions reduction credits,emissions allowances,green tags,tradable renewable credits,or Green-e�l products.
"Estimated Annual Delivered Ener�v"has the meaning set forth in Section 5.2.
"Estimated Remaining Pa ments"means as of any date, the esrimated remaining Payments to be made through the end of
the Term,as reasonably determined and supported by Operator.
"Financing Parlv" means, as applicable (i) any Person (or its agent) from whom Operator (or an Affiliate of Operator)
leases the System, or(ii) any Person(or its agent)who has made or will make a loan to or otherwise provide financing to
Operator(or an Affiliate of Operator)with respect to the System.
"Floor Rate"means$0.075 per kWh.
"Force Majeure EvenY'has the meaning set forth in Section 10.1.
"General Conditions" has the meani.ng set forth in the preamble to these General Terms and Conditions of Minnesota
Community Solar Garden Subscription Ageement.
"Governmental Approval" means any approval, consent, franchise, permit, certificate, resolution, concession, license, or
authorization issued by or on behalf of any applicable Governmental Authoriry.
"Governrnental Authoritv" means any federal, state, regional, county, town, city, or municipal government, whether
domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such
government.
"Indemnified Persons" means the Subscriber Indemn.ified Parties or the Operator Indemnified Parties, as the context
requires.
"Installation Work"means the construction and installation of the System and the start-up,testing and acceptance(but not
the operation and maintenance)thereof,all performed by or for Operator at the Premises.
"Interconnection AgreemenY'means the Interconnecrion Agreement entered into or to be entered into between Operator and
NSP as required by the PPA.
"Invoice Date"has the meaning set forth in Section 6.2.
2
"kWh Rate"means the price per kWh set forth in Schedule 2 of the applicable Special Conditions.
"Lasses" means all losses, liabilities, claims, demands, suits, causes of action,judgments, awards, damages, cleanup and
remedial obligations, interest, fines, fees, penalties, costs and expenses (including all attorneys' fees and other costs and
expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity obligation).
"NSP"means Northern States Power Company and any successor thereto.
"O erator"has the meaning set forth in the applicable Special Conditions.
"O�erator Default"has the meaning set forth in Section I 1.1(a}.
"Operator Indemnified Parties"has the meaning set forth in Section 16.2.
"P�"or"Parties"has the meaning set forth in the preamble to the applicable Special Conditions.
"Pay ent"has the meaning set forth in Section 6.1.
"Person"means an individual,partnership,corporation,limited liability company,business trust,joint stock company,trust,
unincorporated association,joint venture,firm,or other entity,or a Governmental Authority.
"PPA"means the Standard Contract for Solar*Rewards Community to be entered into by and between SunEdison and NSP
whereby NSP agrees to purchase all of the photovoltaic energy produced by the Solar System and to pay for such energy by
providing Bill Credits to Subscriber(and other Subscribers).
"Premises" means the premises to be described in Schedule 8 of the applicable Special Conditions. For the avoidance of
doubt, the Premises includes the entirety of any structures and underlying real property located at the address described in
ScYtedule 8 of the applicable Special Conditions.
"Service Address"has the meaning set forth in the applicable Special Conditions.
"Solar Incentives" means any accelerated depreciation, installation or production-based incentives, investment tax credits
and subsidies and all other solar or renewable energy subsidies and incentives.
"Snecial Conditions" means the Minnesota Community Solar Gazden Subscription Ageement Special Conditions
(including the Schedules and Exhibits attached thereto)to be entered into by Subscriber and Operator for each Solar System
in which Subscriber wishes to participate, which Special Conditions incorporate these General Conditions. Multiple
separate Special Conditions (ona for each Solar System in which Subscriber wishes to participate)may be entered into by
the Parties and these General Condirions will apply to each such Special Condirions.
"Subscriber Default"has the meaning set forth in Section 11.2(a).
"Subscriber Indemnified Parties"has the meaning set forth in Section 16.1.
"Subscriber's Atlocated Percentaee"means Subscriber's altocated portion, stated as a percentage, of the Delivered Energy
in a given month,as set forth in Schedule 1 of the applicable Special Conditions.
"Subscription A�xeement" means these General Conditions (including the Exhibits attached hereto) and the applicable
Special Conditions(including Schedules and Exhibits attached thereto).
"Stated Rate" means a rate per annum equal to the lesser of(a)the "prime rate" (as reported in The Wall Street Jounnal)
plus two percent(2%)and(b)the maximum rate allowed by Applicable Law.
3
"S„ystem" or "Solar System" means the integrated assembly of photovoltaic panels, mounting assemblies, inverters,
converters,metering, lighting fixtures,transformers,ballasts,disconnects, combiners,switches,wiring devices and wiring,
more specifically described in Schedule l of the applicable Special Conditions that generates electricity.
"Svstem Operations"means Operator's operation,maintenance and repair of the System performed in accordance with the
requirements herein.
"Tariff'means the Solar*Rewards Community Prograzn tariff of NSP's rate book as in effect from time to time.
"Term"has the meaning set forth in Section 2.L
"Termination Fee" means the present value of the Estimated Remaining Payments minus the present value of the amount
Operator would be forecasted to receive for Subscriber's Allocated Percentage at projected whotesale energy rates of NSP
through the remainder of the Term as verified by an independent third party mutually agreed to by the Parties. The Parties
agree that Ventyx would be an acceptable third parly for such purpose.
1.2 Inter�retation. The caprions or headings in these General Conditions are strictly for convenience and shatl
not be considered in interpreting the Agreement. Words in the Agreement that impart the singular connotation shall be
interpreted as plural, and words that impart the plwral connotation shall be interpreted as singular, as the identity of the
parties or objects referred to may require. The words "include", "includes", and"including" mean include, includes, and
including "without limitation" and "without limitation by specification." The words "hereof', "herein", and"hereunder"
and words of similar import refer to the Agreement as a whole and not to any particular provision of the Agreement. Except
as the contea�t otherwise indicates,all references to"Articles"and"Sections"refer to Articles and Sections of these General
Conditions.
2. TERM AND TERMINATION.
2.1 Term. The term(the"Term")of the Agreement shall commence on the Effective Date and sha11 continue
for the number of years from the Commercial Operation Date (or such other time period) as specified in the applicable
Special Conditions for the Term,unless and until terminated earlier pursuant to the provisions of tbe Agreement. Without
limiting either Party's termination rights set forth elsewhere in this Agreement,this Agreement shall terminate in the event
the PPA is terminated.
2.2 O�erator Condirions of the A�areement Prior to Installation. In the event that any of the following events
or circumstances occur prior to the Commercial Operation Date, Operator may (in its sole discretion) terminate the
Agreement, in which case neither Party shall have any liability to the other except for any such liabilities that may have
accrued prior to such termination.
(a) There exist site condirions(including environmental conditions and ecological concems such as presence
of wildlife species)at the premises or construction requirements that could not have been reasonably known as of the date
of this Agreement and that could reasonably be expected to materially increase the cost of Installation Work or would
adversely affect the elecbricity production from the System as designed.
(b) There has been a material adverse change in the (i) rights of Operator to construct the 5ystem on the
Premises,or(ii)financial prospects or viability of the Solar System,whether due to market conditions,cost of equipment or
any other reason.
(c) Operator has not received evidence reasonably sarisfactory to it that interconnection services will be
available with respect to energy generated by the System.
(d) Operatar has determined that there are easements, CCRs, other liens or encumbrances, or other facts,
circumstances or developments that would materially impair or prevent, or have a material adverse effect on, the
installation,operation,maintenance or removal of the System.
4
(e) Either (i)Subscriber's S&P or Moody's senior unsecured or underlying rating falls below BBB-or Baa3,
or(ii)Subscriber is not rated by S&P or Moody's and does not meet or exceed the following criteria:the ability to provide
three (3)years of audited financial statements; asset to liability ratio of greater than 1:1; a minimum five (5)years .
operating history; and the ability to demonstrate sustainable operations with either consistent profitability or
consistent cash flow positive fiscal years.
(fl Operator is unable to obtain financing for the System on terms and conditions reasonably satisfactory to
Operator.
(g) Subscriber's representation and warranty contained in Section 8,2(fl is no longer true and correct.
2.3 Subscriber Termination Ri ht. In the event the Interconnection A eement has not been entered i o b
O erator and NSP b Februa 29 2416 Subscriber ma in its sole discretion terminate the A eement in whic case
neither Pa shall have an liabilit to the other exce t for an such liabilities that ma have accrued rior to such
termination. Further the Subscriber shatl have the ri ht to terminate the A eement in the event that Section 2.2 a d
and have not been met b December 3l 2016. There shall be no Termination Fee for termination under this Sectio .
3. CONSTRUCTION INSTALLATION AND TESTING OF SYSTEM.
3.1 Svstem Acce�tance Testing�
(a) Operator shall conduct testing of the System in accordance with such methods,acts,guidelines, standards
and criteria reasonably accepted or followed by photovoltaic solar system integrators m the United States and as otherwise
required by the PPA and the Tariff.
(b) Commercial Operation shall occur when the "Date of Commercial Operation" has occurred under the
PPA. On or before the date on which Commercial Operation occurs, Operator shall send a written notice to Subscriber
indicating the date of Commerciai Operation and the date so indicated shall be the Commercial Operation Date for the
purposes of this Ageement.
4. SYSTEM OPERATIONS.
4.1 Onerator as Owner and Operator. The System wi11 be owned hy Operator or Operator's Financing Party
and will be operated and maintained in accordance with the PPA and the Tariff and,as necessary,repaired by Operator at its
sole cost and expense,
4.2 Meteri.ne. There will be two meters installed and mainta.ined by NSP,which will measure the amount of
electrical energy flowing to and from the Premises as further described in the PPA. The Production Meter(as de£med in the
PPA)will record the amount of Delivered Energy.
5. DELIVERY OF DELIVERED ENERGY.
5.1 Purchase Reguirement. Subscriber agrees to make payments in respect of Subscriber's Allocated
Percentage multiplied by Delivered Energy generated by the System commencing on the Commercial Operation Date (or
such other date as may be specified in the applicable Special Conditions) and continuing for each relevant month of the
Term.
5.2 Estimated Annual Delivered Ener�v. The total annual estimate of Delivered Energy for any given year as
determined pursuant to this Section 5.2 shall be the "Estimated Annual Delivered Ener�v." The Estimated Annual
Delivered Energy and the estimated amount of electricity to be aIlocated to Subscriber for each year of the Term
cornmencing on the Commercial Operation Date (or such other date as may be specified in the applicable Special
Conditions)is set forth in Schedule 4 of the applicable Special Conditions. For the purpose of clarification,the estimated
5
amount of electricity allocated to Subscriber shall be Subscriber's Allocated Percentage of the Estimated Annual Delivered
Energy.
5.3 Environmental Arinbutes and Solaz Incentives. Subscriber's purchase does not include Environmental
Attributes or Solar Incentives. Subscriber disclaims any right to Solar Incentives or Environmental Attributes based upon
the installation of the System, and shall, at the request of Operator, execute any document or agreement reasonably
necessary to fulfill the intent of this Section 5.3. To avoid any conflicts with fair trade rules regarding claims of solar or
renewable energy use and to help ensure that Environmental Attributes will be certified by Green-e� or a similar
organization, Subscriber shall submit to SunEdison for approval any press releases regarding the Subscription Agreement
and shall not submit for publication any such releases without the prior written approval of Operator. Without limiting the
foregoing in this Section 53, Subscriber acknowledges and agrees that NSP will acquire from Operator under the PPA all
photovoltaic energy generated by the Solar System and may, as provided for in the PPA, acquire all Renewable Energy
Credits(as defined in the PPA)associated with the Solar System. Subscriber acl�owledges that,in the event the Renewable
Energy Credits (as defined in the PPA)associated with the Solar System are acquired by NSP as provided for in the PPA,
Subscriber agrees not to make any statement contrary to such ownership by NSP.
5.4 Title to Svstem. Throughout the Term, Operator or Operator's Financing Party shall be the legal and
beneficial owner of the System at all times, and the System shall remain the personal properiy of Operator or Operator's
Financing Party.
5.5 Obli�ations of Parties. The Parties will work cooperatively and in good faith to meet a11 Community
Solar Garden program requirements under Applicable Law, the PPA and the Tariff, including applicable interconnection
and metering requirements. The Parties agee that commencing on the Commercial Operation Date (a) Operator shall
transmit Subscriber's Allocated Percentage of the Delivered Energy into the NSP system for the benefit of Subscriber,and
(b) Subscriber(or its designee)shall be entitled to any and all Bill Credits issued by NSP resulting from such transmission
and corresponding with Subscriber's Allocated Percentage.
6. PRICE AND PAYMENT.
6.1 Considerarion. Subscriber shall pay to Operator a monthly payment (the "Pavment") for Subscriber's
Allocated Percentage of Delivered Energy commencing on the Commercial Operarion Date and continuing through the
Term,equal to the product of(x)the Delivered Energy for the relevant month multiplied by(y)the kWh Rate,mulriplied by
(z) Subscriber's Allocated Percentage. Operator shall provide monthlv reports to Subscriber with, amone�other thinQs,
verification of actual ener�v delivered to NSP and the Subscriber's Allocated Percenta�e.
6.2 Invoices. Operator shall invoice Subscriber on or before the last Business Day of each calendar month
(each such date on which an invoice is issued by Operator to Subscriber, an"Invoice Date")for the Payment in respect of
Subscriber's Allocated Percentage of Delivered Energy during the immediately preceding calendar month. Subscriber's
first invoice under this Agreement shall be for the first full calendar month after the Commercial Operation Date. For the
avoidance of doubt, Subscriber shall (i)neither receive nor be entitled to any Bill Credits associated with Delivered Energy
prior to the Commercial Operation Date, and (u)have no obligation to make or any liability for Payments for Delivered
Energy prior to the Commercial Operation Date.
63 Time of Payment. Subscriber shall pay all undisputed amounts due hereunder within the time period
specified in the applicable Special Conditions.
6.4 Method of Payment. Subscriber shall make all payments under the Agreement by electronic funds
transfer in immediately available funds to the account designated by Operator from time to time. If Subscriber does not
have electronic funds transfer capability,the Parties shall agree to an alternative method of payment. All payments that are
not paid when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated
Rate. Except for billing errors or as provided in Section 6.5 below, all payments made hereunder shall be non-refundable,
be made free and clear of any tax, levy, assessment, duties or other charges and not subject to reduction,withholding,set-
off,or adjustment of any kind.
6.5 DisQuted Payments. If a bona fide dispute arises with respect to any invoice, Subscriber shall not be
deemed in default under the Agreement and the Parties shall not suspend the performance of their respecrive obligations
6
hereunder,including payment of undisputed amounts owed hereunder. If an amount disputed by Subscriber is subsequently
deemed to have been due pursuant to the applicable invoice, interest shall accrue at the Stated Rate on such amount from
the date becoming past due under such invoice until the date paid.
6.6 Billing Adjustments Following NSP Billing Adjustments. If, as a result of a NSP billing adjustment,the
quantity of Delivered Energy is decreased (the "Electricity De�cienc, uantity") and NSP reduces the amount of Bill
Credits allocated to Subscriber for such period, Operator shall reimburse Subscriber for the amount paid by Subscriber in
consideration for the Electricity Deficiency Quantity, If as a result of such adjustment the quanrity of Delivered Energy
allocated to Subscriber is increased (the "Electrici�1�� Surplus Ouantity") and NSP increases the amount of Bill Credits
allocated to Subscriber for such period,Subscriber shall pay for the Electricity Surplus Quantity at the kWh Rate applicable
during such period. Not withstandin an other rovision in this A reement if the monthl Bill Credits rovided b NSP
are less than the Pa ment then O erator shall reimburse Subscriber the difference between the Pa ment and the ctual
monthl Bill Credit which reimbursement shall be made no later than six 60 da s after the end of the Contract Year
durin�which such reimbursement right has occurred.
7. GENERAL COVENANTS.
7.1 Oberator's Covenants. Operator covenants and agrees to the following:
(a) Notice o�Dama��e or Emer�ency. Operator shall promptly notify Subscriber if it becomes aware of any
significant damage to or loss of the use of the System or that could reasonably be e�ected to adversely affect the System.
(b) Svstem Condition. Operator shall make commercially reasonable efforts to ensure that the System is
capable of operating at a commercially reasonable continuous rate.
(c) Governmental Approvals. While providing the Installation Work and System Operations, Operator shall
obtain and maintain and secure,all Govemmental Approvals required to be obtained and maintained and secured by
Operator and to enable Operator to perform such obligations.
(d) Tnterconnection Fees. Operator shall be responsible for all costs,fees,charges and obligations required to
connect the System to the NSF distribution system, including fees associated with system upgrades and operation and
maintenance cartying charges, as provided in the Interconnection Agreement("Interconnection Obli a� tions"). In no event
shall Subscriber be responsible for any Interconnection Obligations.
(e) Compliance with PPA. Tariff and Interconnection Ae,reement. Operator shall cause the System to be
installed and operated in compliance with the PPA,the Tariff and the Interconnection Agreement.
(fl Subscriber's Account Information, Operator shall be responsible for providing Subscriber's Account
Information and Monthly Subscriber Infortnation(as such terms are defined in the PPA)and entering such information into
the Community Solar Gardens Application and Subscriber Management System(as definea in the PPA), alZ in accordance
with its obligations to do so under the PPA. Operator shall take care to preserve the privacy expectations of Subscriber,
including not publicly providing the Subscriber's Account Information, Subscriber Energy Usage Data or Bill Credits.
Operator shall not disclose sucfi information ta third"parties,other than to NSP,the Minnesota Public Utilities Commission,
the Minnesota Department of Commerce, or the Minnesota Office of the Attorney General,unless Subscriber has provided
explicit informed consent or such disclosure is compelled by Applicable Law.
(g) The PPA requires that Operator(as opposed to NSP)shall be responsible for answering all questions from
Subscriber regarding its participation in the Solar System. Operator is solely responsible for resolving disputes with NSP or
Subscriber regarding the accuracy of Subscriber's Allocated Percentage and the Delivered Energy allocated to Subscriber in
connection therewith. Notwithstanding the foregoing, Subscriber acknowledges that NSP is responsibie for resolving
disputes with Subscriber regarding the applicable rate used to determine the Bi11 Credit.
7.2 Subscriber's Covenants. Subscriber covenants and agrees as follows:
7
(a) Consents and Approvals. Subscriber shall ensure that any authorizations required of Subscriber under this
Agreement are provided in a timely manner. To the extent that only Subscriber is authorized to request,obtain or issue any
necessary approvals,permits,rebates or other fmancial incentives, Subscriber shall cooperate with Operator to obtain such
approvals,permits,rebates or other financial incentives.
(b) Subscriber A�v and Consent Form. On the Effective Date, Subscriber shall execute and deliver to
Operator a Subscriber Agency Agreement and Consent Form in the form attached hereto as Exhibit A. Subscriber
acknowledges that such agreement is required of Subscriber pursuant to the PPA.
(c)Service Address.On or before the Effective Date,Subscriber shall provide Operator with the Service
Address.
8. REPRESENTATIONS&WARRANTIES.
8.1 Representations and Warranties Relatin�to A�reement Validitv. In addition to any other representations
and warranties contai.ned in the Agreement,each Party represents and warrants to the other as of the date of this Agreement
and on the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization;
(b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under the
Agreement;
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of
the Agreement;
(d) the Agreement constitutes its legal, valid'and binding obligation enforceable agaiinst such Party in
accordance with its terms,except as may be limited by applicable bankruptcy, insolvency,reorganization,moratorium, and
other similar laws now or hereafter in effect relating to creditors'rights generally;
(e) there is no litigation, action, proceeding or investigation pending or, to the best of its ]rnowledge,
threatened before any court or other Governmental Authority by,against,affecting or involving any of its business or assets
that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein;and
(fl its execution and performance of' the Agreement and the transactions contemplated hereby do not
consritute a breach of any term or provision of, or a default under, (i)any contract or agreement to which it or any of its
Affiliates is a party or by which it or any of its Affiliates or its or their properly is bound, (ii)its organizational documents,
or(ui)any Applicable Laws.
8.2 Specific Representations and Warranties of Subscriber. Subscriber represents and warrants to Operator as
of the date of this Agreement and on the Effective Date that:
(a) Subscriber is an organization described in section 501(c)(3) of the Internal Revenue Code, corporation,
partnership,or incorporated municipality or governmental subdivision with total assets in excess of$5,000,000.
(b) Subscriber is the sole party in interest agreeing to purchase Subscriber's Allocated Percentage and is
acquiring Subscriber's Allocated Percentage for its own account and not with a view to the resale or other distribution
thereof, in whole or in part, and agrees that it will not transfer, sell or otherwise dispose of Subscriber's Allocated
Percentage in any manner that will violate applicable securities law.
(c) Subscriber has been given the opportunity to ask quesrions of, and receive answers from, SunEdison
conceming the terms and conditions of this Agreement and other matters pertaining to this Agreement, and has been given -
the opportunity to obtain such additional information necessary in order for Subscriber to evaluate the merits and risks of
the purchase of Subscriber's Allocated Percentage and receipt of associated Bill Credits to the extent SunEdison possesses
such information or can acquire it without unreasonable effort or expense.
8
(d) Subscriber is not relying on SunEdison or any of its employees, members of its board of directors (or
equivalant body) or officers, or this Ageement with respect to taac and other economic considerations involved in the
investment.
(e) Subscriber's Allocated Percentage, combined with any other distributed resources serving the Service
Address, represents no more than 120 percent of Subscribex's annual consumption at the Service Address over the last
twenty-four(24)months. �
(fl Subscriber is a retail eleciric service customer of NSP and the Service Address is within the same county or
contiguous county as the Solar System;and
(g) Subscriber is not exempt from the Solar Energy Standard under Minnesota Statutes §216B.1691, subd.
2f(d).
8.3 Exclusion of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 3.1, 4.1, AND 7.1
AND THIS ARTICLE 8,THE INSTALLATION WORK, SYSTEM OPERATTONS AND PERFORMANCE PROVIDED
BY OPERATOR TO SUBSCRIBER PURSUANT TO THIS AGREEMENT SHALL BE "AS-IS VVHERE-IS." NO
OTHER WARRANTY TO SUBSCRIBER OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR
STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRII'TION, QUALITY,
MERCHAN'Y'ABILITY, COMPLETENESS, USEFUL LIFE, FUTUItE ECONOMIC VIA,BILITY, OR FITNESS FOR
ANY PARTICULAR PURPOSE OF THE SYSTEM OR ANY OTI�R SERVICE PROVIDED HEREUNDER OR
DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY
OPERATOR.
9. TAXES AND GOVERNMENTAL FEES. Operator shall be responsible for all income,goss receipts,ad valorem,
personal properly or real property or other similar taxes and any and all franchise fees or similar fees assessed against it due
to its awnership of the System, Operator shall not be obligated for any#axes payable by or assessed against Subscriber
based on or related to Subscriber's overall income or revenues.
10. FORCE MAJEURE. �
10.1 Definition. "Force Majeure Event" means any act or event that prevents the affected Parly from
performing its obligations in accordance with the Agreement, if such act or event is beyond the reasonable control, and not
the result of the fault or negligence,of the affected Party and such Party had been unable to overcome such act or event with
the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing conditions, "Force
Majeure Event" shall include the following acts or events: (i) natural phenomena, such as storms, hwricanes, floods,
lightning,volcanic eruptions and earthquakes; (ii)explosions or fires arising from lightning or other causes unrelated to the
acts or omissions of the Parly seeking to be excused from performance; (iii) acts of war or public disorders, civil
disturbances,riots, insurrection, sabotage, epidemic,terrorist acts, or rebellion; (iv)strikes or,labor disputes(except stcikes
or labor disputes caused solely by employees of Operator or as a result of such party's failure to comply with a collective
bargaiuning agreement); (v)action or inaction by a Governmental Authority(unless Subscriber is a Governmentat Authority
and Subscriber is the Party whose perfortnance is affected by such action nor inaction);and(vi)any event of force majeure
under the PPA. A Force Majeure Event shall not be based on the economic hardship of either Party.
10.2 Excused Performance. Except as otherwise specifically provided in the Ageement,neither Paity shall be
. considered in breach of the Agreement or liable for any delay or failure to comply with the Agreement (other than the
failure to pay amounts due hereunder), if and to the extent that such delay or failure is attributable to tha occurrence of a
Force Majeure Event; rop vided that the Party claiming relief under this Article 10 shall immediately (i) notify the other
Parly in writing of the existence of the Force Majeure Event,(ii)exercise all reasonable efforts necessary to minimize delay
caused by such Poxce Majeure Event, (iii)notify the other Party in writing of the cessation or termination of said Foroe
Majeure Event and (iv) resume performance of its obligations hereunder as soon as practicable thereafter; provided,
however,that Subscriber shall not be excused from making any payments and paying any unpaid amounts due in respect of
Subscriber's Allocated Percentage of Delivered Energy prior to any performance intemtption due to a Force Majeure Event.
9
103 Termination in Gonsequence of Force Majeure Event. If a Force Majeure Event shall have occurred that
has affected Operator's performance of its obligations hereunder and that has continued for a continuous period of one
hundred eighty(180)days,then Subscriber shall be entitled to terminate the Agreement upon ninety(90)days'prior written
notice to Operator. If at the end of such ninety (90) day period such Force Majeure Event shall still conrinue, the
Agreement shall automarically terminate. Upon such termination for a Force Majeure Event, neither Pariy shall have any
Iliability to the other includin� but not limited to,the Termination Fee.
11. DEFAULT.
11.1 Overator Defaults and Subscriber Remedies.
(a) Onerator Defaults. The following events shall be defaults with respect to Operator (each, a " erator
Default"):
(i) A Baukruptcy Event occurs with respect to Operator;
(ii) Operator fails to pay Subscriber any undisputed amount owed under the Agreement within thirty
(30)days from receipt of notice from Subscriber of such past due amount;
(iii) Operator breaches any material term of the Agreement and (A) if such breach can be cured.
within thiriy(30)days after Subscriber's written norice of such breach and Operator fails to so cure,or(B)Operator fails to
commence and pursue a cure within such thi.rty(30)day period if a longer cure period is needed;and
(iv) The PPA is terminated by NSP due to Operator's default thereunder.
(b) Subscriber's Remedies. If an Operator Default described 'vn Section 11.1(a) has occurred and is
continuing,in addirion to other remedies expressly provided herein, and subject to Article 12, Subscriber may terminate the
Agreement and exercise any other remedy it may have at law or equity or under the Agreement. In the event of such
termination, Subscriber shall use reasonable efforts to mitigate its damages and shall not be responsible for the Termination
Fee.
11.2 Subscriber Defaults and Operator's Remedies.
(a) Subscnber Default. The following events shall be defaults with respect to Subscriber(each,a"Subscriber
Default"):
(i) A Banktuptcy Event occurs with respect to Subscriber;
(ii) Subscriber fails to pay Operator any undisputed amount due Operator under the Agreement
within thirty(30)days from receipt of norice from Operator of such past due amount;
(iii) Subscriber breaches any material term of the Agreement and (A) if such breach can be cured
within thirty (30) days after Operator's notice of such breach and Subscriber fails to so cure, or (B) Subscriber fails to
commence and pursue said cure within such thuty(30)day period if a longer cure period is needed;and
(iv) Subscriber has moved out of or relocated from the county in which the Solar System is located or
a contiguous county or out of or relocated from the NSP service territory, and has not,within 90 days after such move or
relocation,assigned this A�'eement in accordance with the provisions of Section 13.3.
(b) Ot�eratar's Remedies. If a Subscriber Default described in Section 11.2(a)has occurred and is continui.ng,
I as an alternative to �--ae�-0ther remedies expressly provided herein, and subject to Article 12, Operator may
terminate this Agreement,sell Subscriber's Allocated Percentage to one or more persons other than Subscriber,and recover
Ifrom Subscriber the Termination Fee. Election of this alternative remedy shall be exclusive of anv other remedv�rovided
for herein The Terniination Fee shall be adjusted bv the amount due herein minus the proceeds for the sale of the
10
Subscriber's Allocated Percenta e. The O erator shall have an affirma�ive du to miti ate dama es and the sale amo nt af
the Subscriber's Allocated Percentage shall be at the same or geater amount char�ed to Subscriber herein.
12. LIMITATIONS OF LIABILITY.
12.1 Excapt as expressly provided herein, neither Party shall be liable to the other Party or its Indemnified
Persons for any special,punitive, exernplary, indirect, or consequentiat darnages,losses or damages for lost revenue or lost
profits,whether foreseeable or not,arising out of,or in connection with the Agreement.
12.2 A Parly's maximum liability to the other Party under the Agreement, shall be limited to an amount equal
Subscriber's aggregate Estimated Remaining Payments as of the date of the events giving rise to such liability; rovided,
however, the limits of liability under this Sect�on 12.2 shall not apply with respect to indemnity obligations hereunder in
respect of personal injury or intellectual property infringement claims.
13. ASSIGNMENT:REALLOCATION.
13.1 Assignment by Operator. Operator shall.not sell, transfer or assign (collectively, an"Assi n�ent") the
Agreement or any interest therein, without the prior written consent of Subscriber, which shall not be unreasonably
withheld,conditioned or delayed; rovide however,that,without the priox consent of Subscriber,Operator may(i)assign
this Agreement to an Affiliate of Operator; or (2i) assign this Agreement as collateral security in connection with any
financing of the System (including pursuant to a sale-leaseback transaction). In the event that Operator identifies such
secured Financing Party in Schedule 5 of tha applicable Special Conditions, ox in a subsequent notice to Subscriber, then
Subscriber shall comply with the provisions set forth in Exhibit B of tbese General Terms and Conditions. Any Financing
Party shall be an intended third-party beneficiary of tlus Section 13.1. Any assigntnent by Operator without any required
prior written consent of Subscriber shall not release Subscriber of its obligations hereunder.
13.2. Acknowledement of Collateral Assignment. In the event that Operator identifies a secured Financing
Party in Schedule 5 of the applicable Special Conditions,or in a subsequent notiee to Subscriber,then Subscriber hereby:
(a) acknowledges and agrees to the collateral assignment by Operator to the Financing Party, of Operator's
right,title and interest in,to and under the Agreement,as consented to under Section l 3.l of the Agreement,
(b) aclrnowledges and agrees that the Financing Party as such collateral assignee shall be entitled to exercise
any and all rights of lenders generally with respect to Operator's interests in this Agreement.
(c) acknowledges and agrees that it has been advised that Operator has granted a first priority perfected
. security interest in the System to the Financing Party and that the Financing Party has relied upon the characterization of the
System as personal property,as agreed in this Agreement in accepting such security interest as collateral for its financing of
the System.
Any Financing Party shall be an intended third pariy beneficiary of this Section 13.2.
13.3 Assignment by Subscriber.
(a) Subscriber shall not assign this Agreement or any interest herein, without the prior written consent of
Operator; rop vided however that Operator shall not unreasonably withhold, condittion or delay its consent for Subscriber
to change the Service Address for which the Bill Credits wi11 apply to another Service Address.
(b) Subscriber's request for Operator's consent to any proposed change or assignment as contemplated in
Section 13.3(a)shall be in in writing and furnished to Operator at least thirty(30)days prior to the proposed effective date of
such change or assignment, which request must include: (i) Subscriber's name and mailing address; (ii)the current Service
Address; (iii) the new Service Address (if applicable); (iv) the name of the individual or entity to whom Subscriber is
requesting to assign this Agreement(if applicable) and the consideration(if any)proposed to be provided to Subscriber for
such assigr►ment; and(v)the proposed effective date of such proposed change or assignment. In the case of.any assignment
of this Agreement in whole or in part to another individual or entiTy, (i) such assignee's Service Address shall be located
11
within NSP's service territory and within the same county as the Solar System or a contiguous county,(u)such assignee shatl
execute a new Minnesota Community Solar Program Subscription Agreement substantially in the same form as this
Ageement,specifically including the representations and warranties in Section 8.2;and(iii)the value of any consideration to
be provided to Subscriber for assignment of this Agreement may not exceed the aggregate amount of Bill Credits that have
accrued to Subscriber,but have not yet been applied to Subscriber's monthly invoice(s)&om NSP.
(c) Upon any assignment of this Agreement pursuant to this Section 133, Subscriber will sursender all right,
title and interest in and to this Agreement. Any purported assignment in contravention of this Section l 3.3 shall be of no
force and effect and null and void ab initio. No assignment will extend the Term of this Agreement.
13.4 Reallocation. To enable ongoing subscriber balancing across Systems, Operator reserves the right, at its
option and in its sole discretion,to assign all or a portion of Subscriber's Allocated Percentage among one or more Systems,
so long as it does not reduce Subscriber's Bill Credits. T'he Parties agree to modify any terms of this Agreement, and the
Subscriber agrees to modify or enter into new subscriber agency agreement(s), as necessary to effectuate or reflect the
deta.ils of such assignment(s).
14. NOTICES.
14.1 Notice Addresses. Unless otherwise provided in the Agreement, all notices and communications
concerning the Ageement sha11 be in writing and addressed to the other Party(or Financing Party, as the case may be) at
the addresses set forth in Schedule 5 of the applicable Special Conditions,or at such other address as may be designated in
writing to the other Party from tune to time.
142 Notice. Unless otherwise provided herein, any notice provided for in the Agreement shall be hand
delivered, sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service, or
transmitted by facsimile and shall be deemed delivered to the addressee or its office when received at the address for notice
specified above when hand delivered,upon confirmation of sending when sent by facsimile(if sent during normal business
hours or the next Business Day if sent at any other time), on the Business Day after being sent when sent by overnight
delivery service(Saturdays, Sundays and legal holidays excluded), or five(5)Business Days after deposit in the mail when
sent by U.S.mail.
143 Address for Invoices. All invoices under the Agreement shall be sent to the address provided by
Subscriber.Invoices shall be sent by regular first class mail postage prepaid.
15. CONFIDENTIALTTY.
15.1 ,
,
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15.2 Goodwill and Publicitv. Neither Pariy shall use the name,trade natne, 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 the 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, the
Agreement; rovided that no such publicity releases or other public statements (except for filings or other statements or
releases as may be required by Applicable Law and press releases issued by Operator that do not reference the Subscriber
by name) shall be made by either Party without the prior written consent of the other Pariy. At no time will either Party
12
acquire any rights whatsoever to any trademark, ixade name, service mark, logo or other intellectual property right
belonging to the other Party.
15.3
� ,
. ,
,
16. INDENINITY.
16.1 Operator's Indemnitv. Subject to Article 12, to the extent permitted by applicable law, Operator agrees
that it shall indemnify and hold harmless Subscriber, its permitted successors and assigns and their respective directors,
officers, members, shareholders and employees (collectively, the "Subscriber Indemnified Parties") from and against any
and all Losses incurred by the Subscriber Indemnified Parties to the extent arising out of Operator's negligence or willful
misconduct. Operator shali not,however,be required to reimburse or indemnify any Subscriber Indemnified Party for any
Loss to the extent such Loss is due to the negligence or willful misconduct of any Subscriber Indemnified Party.
16.2 '
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17. CONDITION PRECEDENT TO EFFECTNENESS OF AGREEMENT. Notwithstanding anything herein to the
contrary,this Agreement shall not become effective until the Operator has provided a copy of the fully-executed PPA to
Subscriber,subject to the review and approval of the Citv. I
18. MISCELLANEOUS.
18.1 Integration; E�ibits. The Agreement, together with the Exhibits and Schedules attached thereto and
hereto, constitute the entire agreement and understanding between Operator and Subscriber with respect to the subject
matter thereof and supersedes all prior agreements relating to the subject matter hereof, wluch are of no further force or
effect. The Exhibits and Schedutes attached thereto and hereto are integral parts hereof and are made a part of the
Agreement by reference. In the event of a conflict between the provisions of these General Conditions and any applicable
Special Conditions,the provisions of the applicable Special Conditions shall prevail.
18.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in
writing executed by duly authorized representatives of Operator and Subscriber. In the event any provision of this
Agreement would, in the reasonable jndgment of Operator, be reasonably expected to result in Operator's non-compliance
with any pxovision in the PPA and/or the Tariff(as the same may be amended or revised from time to time), the Parties
shall exercise commercially reasonable efforts to negotiate an amendment to this Agreement to conform the applicable to
provision(s) of this Agreement to the applicable provisions in the PPA and/or Tariff, with the objective of adhering as
closely as possible to the original intent of the Parties as set forth in this Agreement. To the extent any amendment changes
Subscriber's A�located Percentage, such amendment sha11 inclnde the representation by Subscriber set forth in Section
8.2(e).
18.3 Industry Standards. Except as otherwise set forth herein, for the purpose of the Ageement the normal
standards of performance within the solar photovoltaic power generation industry in the relevant market shall be the
measure of whether a Party's performance is reasonable and timely. Unless expressly defined herein, words having well-
laiown technical or trade meanings shall be so construed.
13
18.4' Cumulative Remedies. Except as set forth to the contrary herein, any right or remedy of Operator or
Subscriber shall be cumulative and without prejudice to any other right or remedy,whether contained herein or not.
18.5 Limited Effect of Waiver. The failure of Operator or Subscriber to enforce any of the provisions of the
Agreement, or the waiver thereof, shall not be construed as a general waiver or relinquishment on its part of any such
provision,in any other instance or of any other provision in any instance.
18.6 Survival. The obligations under Section 8.3 {Exclusion of Warranties), Article 9 (Taaces and
Governmental Fees), Article 12 (L'unitation of Liability), Article 14 (Notices), Article 15 (Confidentiality), Article 18
(Miscellaneous), or pursuant to other provisions of this Agreement that,by their sense and context, are intended to survive
termination of this Agreement,shall survive the expiration or termination of this Agreement for any reason.
18.7 Govemin�Law. This Agreement shall be govemed by and construed in accordance with the laws of the
I State of Minnesota without reference to any choice of law principles. The Parties agree that the State courts of Minnesota
" shall have jurisdiction over any action or proceeding arising under the Agreement to
the fullest extent permitted by Applicable Law. The Parties waive to the fullest extent permitted by Applicable Law any
objecrion it may have to the laying of venue of any action or proceeding under this Agreement any courts described in this
Section 18.7.
18.8 Severabilitv. If any term, covenant or condition in the Agreement shall, to any extent, be invalid or
unenforceable in any respect under Applicable Law,the remainder of the Agreement shall not be affected thereby,and each
term, covenant or condirion of the Agreement shall be valid and enforceable to the fullest extent permitted by Applicabie
Law and, if appropriate, such invalid or unenforceable provision shall be modified or replaced to give effect to the
underlying intent of the Parties and to the intended economic benefits of the Parties.
18.9 Relation of the Parties. The relationship between Operator and Subscriber shall not be that of partners,
agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to constitute a
partnership or agency agreement between them for any purposes, including federal income taJc purposes. Operator and
Subscriber, in performing any of their obligations hereunder, shall be independent contractors or independent parties and
shall discharge their contractual obligations at their own risk.
18.10 Successors and Assi�ns. This Agreement and the rights and ob]igations under the Agreement shall be
binding upon and shall inure to the benefit of Operator and Subscriber and their respective successors and permitted assigns.
18.11 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together
shall constitute one and the same instrument
18.12 Facsimile Deliverv. This Agreement may be duly executed and delivered by a Party by execution and
facsimile or electronic,"pdP'delivery of the signature page of a counterpart to the other Party.
18.13 Access. Subscriber will not have access to the Solar System for any purpose. Subseriber will have no
ownership, possession right or control of the Solar System, and will have no rights or obligations with respect to the
maintenance or operation of the Solar System. This Agreement does not convey to Subscriber any right,title or interest in or
to any portion of any property (tangible or intangible, real or personal) underlying or comprising any portion of the Solar
System.
18.14 No Reliance. Subscriber is not relying on any representation, warranty or promise with respect to the
Solar*Rewards Community Solar Program or the Solar System made by or on behalf of NSP or SunEdison, except to the
extent specifically stated in this Agreement.
These General Terms and Conditions are wifiessed and aclrnowledged by SunEdison and Subscriber below. For the
avoidance of doubt, neither SunEdison nor Subscriber shall have any obligations or liability resulting from its witnessing
and aclaiowledging these General Terms and Conditions.
"SiJNEDISON": SunE Minnesota Holdings,LLC
14
ay:
Name:
Title:
Date:
"SUBSCRIBER":
By:
Name:
Title:
Date:
15
Ezhibit A
of General Conditions
16
Northem States Power Compeny,e Minnesota corporatlon
Minneapolis,Minnesote 55401
MiNNESOTA ELECTRIC RATE BOOK •MPUC NO.2
STANDARD CONTRACT FOR Sectlon No. 9
SOLAR*REWARDS COMMUNITY (Continued) Original Sheet No. 89
Attachment"A" N
5olar*Rewards Commun(ry
Subscrfber Agency Agreement and Consent Form
The undersigned("Subscriber")has a Subscriptlon to the foilow(ng Community Solar Garden:
Community 8olar Garden Name: CommunitySolarGardenAddress:
Community Solar Garden Operator: Community Solar Qarden contact
Information for Subscrlber questions and
complaints:
Address(if different from above);
Telephone number: �
Emailaddress:
Web Site URL:
Subscribar Name: SubscriberServiceAddresswhere
recefving electrtca)service from Northern
States PowerCompany:
Subscrtber's Account Number wlth
Northern States powerCompany:
N
(Continued on Sheet No.9-90)
Date Filed: 09-3D-13 By: David M.Sparby Effecdve Date: 08-17-14
P�esident end CEO of Northem States Power Company,a Minnesota corporation
Docket No. E00?JM-13-867 Ordar Date: 09-17-14
S:K;ererawmces�G4ot�PSFlRAvmtec�CixrenMAn etec�Me 9 o99.uoc
�7
Nordiem States Power Company,a Minnesota corporation
Minneapolis,Minnesota 55401
MINNESOTA ELECTRIC FtATE BOOK•MPUC NO.2
STANDARD CONTRACT FOR Section No. 9
SOLAR*RE4VARDS COMMUNITY(Continued) Origina)Sheet No. 90
By signing th[s Solar'Rewards Community Subscriber qgency Apreerr�nt and Consent Form,U�e Subsciiber agrees N
to all of the following:
1.Assianment of Renewable Energv Credits f'RECS"i E�rgy and Caoacftv to Naihem States Power
Company.a Niinnesota corporaUon. The Subscriber agrees that the Canmunit�r Solar Garden Operator has authoritty
to assign ali energy produced and capacity assodated with the photovoltaic energy system at U�e Comnunity Solar
Garden to Northem States Power Company,and the Subscriber agrees that all energy produced,and capacily
associated with the Subscribers share ofthe photovoltaic energy system atthe Communtty Sdar Garden shaU
belong to Northem Stetes Power Company. The Subscxiber also agrees ffiat the Community Sohar Gard�Operator
has authorit�r to assign all RECs associated with the photovdtaic energy system at the Commundy Solar Garden to
Northem States Power Company,and that if the Comm�mity Solar Garden or a person or enGty on its behalf has
assigned 1he RECs to Nortl�em States Power Company,then all RECs associated with the Subscriber's sharee of the
phatovoltaic energy system at the Community Solar Garden shali belong to Nordiem States Prnver Compazry.
2.Tax Impticattons. The Comm�mity Sotar Garden Operator has provided the Subsaiber with a stat�nent
that Northem States Power Company makes no representations oa►ceming the taxabte oonsequences to the
Subscriber with respect to�s Bip Credits to the Subscriber or other tan issues relating to partidpation in the
Comm�mmity Solar Garden.
N
(Continued on Sheet No.9-81)
Date F�ed: 09-30-13 By: David M.5parby EfFective Date: 09-17-14
President and CEO of Northem States Power Company,a Minnesota«�rrporatlon
Dodcet No. E002lM-13-887 Order D�e: 09-17-i4
S:�GenmaFO�ites�GO-0t1PSFWA1RalrslCwanMln atatYMa B 090.doe
18
IJorthem States Power Company,a Minnesota corporation
Minneapolis,Minnasota 55401
MINNESOTA ELECTRIC RATE B�OK•MPUC NO,2
STANDARD CONTRACT FQR Seotion No. 9
SOLAR*REWARDS COMMUNITY(Continued� O�iginal Sheet No. 91
3. Northern States Power Company hereby discloses to the Subscriber that�recognizes that not all N
producUon risk factors,such as grid-failure events or atypically cloudy weather,are withln the Community Solar
Garden Operator's control.
4.�iformatlon Sharing. ParticipaUng in the Solar'Rewards Community Program wlll require sharing
Subscriber's Account Information(name,account number,servioe address,telephone number,email address,
web site URL,Informatlon on Subscriber partidpation In other distributed generation serving the premises of the
Subsc,�iber,Subscriber spedfic Bill Credit(s))and Subscriber's Energy Use Data(the past,present and tuture
etectricity usage attrlbutable to the Subscriber for the servic�e address and account number klent3fied for participabon
in the Community Solar Gardenj. The following outlines the type of informaUon that will be shared,and howthat
information will be used.
a.Subscxiber's Ac�unt Informatlon and Subscriber Energy Usa�.e Data. The S�scriber authorizes
Northem States Power Company to provlde the Community Solar Garden Operator{and the Community Solar
Garden Operato�'s desinnated subcontractors and agents)with the Subscriber's Axount Informat(on and
Subscriber's Energy Usage Data as described in Section 4 above. This Informaifon is needed to aAow the
Community 3olar Garden Operator determine the e�ctent to wh(ch ihe Subsctiber Is eMiNed to partiofpate in tfte
Community Solar Oarden,and to validate the amount of the Bill Credits to be provided by Northem States Powrer
Company to the Subscriber. The current data privacy pol(cies af Northem States Power Comparry appikable to its
Solar`Rewarcls Community Program provtded to the Subscriber bythe Community Solar Garden Operator pursuant
Section 3 above are attached as Exhibit 1 of this SolaNRewards Community Subscriber Agency A�eement and
Consent Form. Th�e privacy polfc�es inclerde definitions of"Subscrjber's Account Info►mation"and"Subscrlber's
En�gy Usage Data.° N
(Continued on Sheet No.9-82)
Date Filed: 9-30-13 By: Davfd M.Sparby Etfective Date: 09-17-14
President and CEO of Northem States Power Company,a Minnesota�rporaUon
Docket No. E0021M-13-867 Order Uate: 09-17-14
S:qeneroWl6ce&G0.01WSFIRA1RatesN�are�lMn declMe 9 091.doc
19
Northem States Power Company,a Minnesota corpora6on
Minneapolis,Minnesob 55401
MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2
STAPfDARD CONTRACT FOR Section No. 9
SOLAR�REWARDS COMMUNITY(Continued) Original Sheet No. 92
4. Informa�on Sharing. (Continued) N
b,G��hc�9h.-�r's �bsr_^ntion Information: The Subsdt'ber authodzes the Community Solar Garden Operator
to provide information to Northem States Power Corr��y identifyfng the Subscrlber(with the 5ubscriber's name,
service address,and account numb�)and detalling the Subscriber's proportfonat share in kilowatts ofthe Community
Solar Garden and to provide addMionai updates of this information to Northem States Power Company as
circumstances change. This inforrnati�is needed to allow Notthem 5tates Power Campany to properlY apply Bil!
Credits for the photovoltaic energy generated by the Commt�iry Solar Garden. Also,this infomration is needed to
allow Northem States Power Company to send to the Subscxiber notices or other mailings pertaining to their
invotvement in the Sotar"Rewards Community Program. The Community Sofar Garden Operator shaA r�ot d'�sdose
Subscriber infom�ation in annual reports or other pubiic documents abseM expfldt,informed oonsent from the
Subscriber. The Canmwity Solar Garden Operator will not celease any Subscxiber data to third parties except to
fulfili the regulated purposes of the Solar'Rew�ds Comm�ity Program,to compiy with a legal or regulatory
r�equirement,or upon explicit,inforrried consent from the Subscxiber.
c.Aqgregated Infom�ation. Aggregated information canceming producction atthe Comm�mity Sdar Garden
may be publidy�sdosed to support regulatory oversigM of the Solar'Rewards Community Program. This includes
annual reporis available to tl�e public related to specific Cflnmunity Solar Gardens,induding but not limited to
production irom the Corrvrnmity Solar Garde�s;siae,locatlon�d the type af Conmunity Sol�Garden subscxiber
groups;reporting ai known compiaints and the resolu6ai of these complaints;lessons leamed and any potenUal
changes to the Solar"Rewards CommunRy Program;reporting on Bill Credits e�ned and paid;atxl reporting on the
application prooess. Aggregated iMom�adon wdl not identify individual Subscribers or provide SUbscn'ber-Specific
Account hformation,S�Speci�c Energy Usage Data�Subscx�"ber-specific Silf Credits uniess a Subscriber
provides explipt inforrr�ed consent Depending on the nature of the aggregated�formatlon,however,it mey stili be
possible to k�fer the amot�t of produc�ion attributed b individual Subsa'ibers to the Community Solar Garden. The
Subscxiber agrees to the indusion of its production infomiation in the cxeation of the aggrepated h�formaUon. The
Community Solar Garden Operator wiil not use aggregated informadon for p�poses unrelated to the Sota�'Rewarcls
Community Prograrn witl�out first providing notice and obtaining fu�er consec�t,unless the aggregated intormatiort is
othenvise available as public infom�ation. The polides of Nathem States Power Company related to sharing
�ggregated information are part aFthe data privacy policies c�itained in the attached Exhibit 1 af this Solar"Rewar�
Communfty Subscriber Agency Agreemer�t and Consent Form and shouid be provided to the Subscn'ber by the
Community Solar Garden Operator pursuant Sec�ion 3 above.
d.Information Reauests from the MPUC or the Deoartrnent of Commprce. The SubsCfiber agree5 that the
Communiiy Solar Garden Operator and Northem States Powe�Company are authorized to provide any information
they possess related to the Subscxiber or the Subssxiber's qarticipation in the Commisntty Solar Garden to the
Minnesota Public Utilffies Commission(MPi1C),the Minnesota Department of Commerce,w the Minnesota Office of
Attomey General. This information is needed to allow proper regulatory oversight of Northem States Pov�er Company
and ofthe Solar'Rewazds Communrty Program.
N
(Con�nued on Sheet No.9-93)
Date Filed: 09-30-i3 Sy: David M.Sparby Effective Date: 09-17-14
President and CEO of Northem Stat�Power Company,a MinnesMa corporation
Docket No. E002JM-13-667 Order Date: 09-17-14
s.�-o�arao�wsFlwu r�es�nnM e�e o�.aa
2�
Northern Siates Power Company,a Minnesota corporation
Minneapolis,Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK-MPUC NO,2
STANDqRD CONTRACT FOR Sect(on No. 6
30LAR*REWARDS COMMUNITY(Continusd) O�ginal Sheet No. 93
4.Information Sha�ing. (ConUnued) N
e. LlabillN Release. Northem States Power Company shall not be responsible for monitoring or taking any
steps to ensure that the.Community Solar Garden Operator maintalns the corifidentlality of the Subscriber's Accrount
informatlon,the Subscribers Energy Usage or the Bill Cred(ts recefved pertainin�to the Subscriber's participat(on in
the Community Solar Garden. However,Northem States Power Company shall rema(n Ifabie for its own inappropriate
release of Subscrtber's Ac;count Information and Subscr(ber's Energy Use Data.
f. Duration of Consent. The Subscriber's consent to thls infortnation sharing shall be ongdng for the Temi
of the C�tract between the Community Solar Garden Operator and Northem States Power Company,or unUl the
Subscriber no longer has a SubscripUon to the Communiry Solar Garden ahd the Communiiy Solar Garden Operator
noBfies Northem States Power Company of this fact through the CSG Application System. Provided,however,the
Subscxiber's consent shatl also apply thereafter to all such information of the Subscriber pertalning to that period of
dme durtng which the Subscr�ber had a Subsciiption to the Community Solar Garden.
g. Modlfication. The above provisions addressinp data privacy and In Exhibit 1 shall remain in pla�unUl
and unless other requiremen#s are adopted by the MPUC fn(ts generic privacy proceeding, Dodtet No.E,0999/CI-
12-1344,or other MPUC Order. Northem States Power Company sfiall f(le ne�ssary revisions fo Gs tar(ffs and
nontracts within thirty(30)days of such Order.
Subscribe�'s Name:
Subscn'ber's Signature:
Date: N
(Continued on Sheet No.9-94)
Date Fled: 08-30-13 By: David M.Sparby Effedive Date: 09-17-14
Presldent and CEO of Northem States Power Company,a Minnesota corporaHon
Dxket No. E0021M-13-867 Order Date: 09-17-14
S:IGene�as�G9�011P3Fl RA1R�n�ekeUib 8 093.doe
21
Northem States Power Company,a Minnesota c�rporatlon
Minneapolis,Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK•MPUC N0.2
STANDARD COWTRACT FOR Sectfon No. 9
SOLAR*REWARDS COMMUNtTY(Continued) Original Sheet No. 94
N
Exhiblt 1 to
Attachment"A'to
Solar*Rewards Cammunity Subscriber Agency Agreement and Consent Form
Data Privacy PoUaes of Northern 3tates Power Company Pertaining to
the Solar'Rewards Commun'rtyr Progrem
The data�ivacy poliaes of Northem States Power Company pertaining to the Solar"Rewards Comm�ity Program are as
follows and may be changed irom fime to time as filed�U�e Companys tariff or as otherwise may be authorized by the
Minnesota Public Utilitiss Commissia�("MPUC"):
Definitions
Unless indicated otherwlse,the same definition and m�ning of terms in tFus doa�ment are the sazne as contained in the.
Standard Contract for Solar"Rewards Community. Fa ease of reference,here are some of the speafic definitions:
"Corr�any'means Northem States Power Comparry,a.Minn�corporation,�d�affiliates and agerrts.
"Subscxibed Energ�'means electricity ger�erated by the PV System attribut�le to the Subscribers'Subsaiptfons and
delivered to the Company at the Produr,�on Meter on or aRer�e Date of Commerdai Operation.
"Subscriber"means a retail cx�stomer of U�e Company who owns one or more Subscriptions of a c�mmunity solar
garden intercoru�ected with the Company.
"Subscxiber's Account IMormatlon"consists ofthe Subscxibers name,eccount number,service address,telephone
number,email address,web site URL,iMormation on S�scriber participation in other distributed generation serving
the premises of the Subscriber,and Subscxiber specific Bifl Credit(s).
"Subscribers Enefgy Usage Data"includes the past,present and futuie electriciry usage attn'butable to the
Subscriber for the senrice address and accou�rt number idend�for participation in the Communiiy Solar Garden. N
(Continued on Sheet No.9-95)
Date Flled: 09-30-13 By: David M.Sparby Effective Date: 09-17-14
President and CEO of Northem States Power Company,a Minnesota corporation
Docket No. E002lM-13-867 Order Date: 09-17-14
s:��aaoiws�ww,ws�a,nwu,a,.�me 9 osa.ao�
22
" Northem States Power Company,a Mlnnesota corporaQon
Minneapofis,Minneaota 55409
MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2
STANDARD GONTRACT FOR Section No. 9
SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 95
Overvlew N
This section addresses how Subscribe�'s Axount Informatfon and Subscriber's Energy Usage Data will be collected,used
and shared as part of participation in the Solar"Rewarc(s Communihr Program.
�, Nnw SnhscrihPr'c Orre�nt Infermatfen and Enerrnr Lsane Da�a Will 9e Exchaneed
a, Subscriber Specific Information
Once a Subscrlber has executed a Subscdber Agency Agreement and Gonsent Form,an ongoing data exchange will occur
between the Company and a Community Solar Garden Operator(and their designated subcontractors and ageMs):
(i) The Company will disclose the following Subscriber-specifia f�ation to the Community Solar Garden
Operator:
• Subscrlb�r's Aa�unt Irdormation
• Subscriber's Energy Usage Da�
• Bill credits
(iq The Communfty Solar Garden Operator wlll disclose to the Company tlie following Subsafber-speci�c
Inbrtnation:
• Subscribers Account Information
• Community Solar Garden Allocatia�for each Subscriber's Subscription stated in kW
• P�oductiai data related to the PV System
• Monthiy Subsaiption Informati�on
b. Aggregated Subscriber Infonnation
Aggregated Subsc�(ber informaHon wiil be reported as part of Perm(tted Public Reporting,ouUined in Secilon 2(b)below.
To be considered"aggregated"the reported i�ormation must include informati�attributable to ali Subacr(bers
partfcipating In a speclfic Solar*Rewards Commun(ty program site,which based on program requirements will contain a
mintmum of five Subscribers. Depending on fhe nature of the aggregated infarma6on,howaver,from thfs infomiation alone
or in combination with other pubifdy available information�may sdll be possible to infer the amount of production attributed
to individual Subscribers to the Community Solar Garden. N
(Continued on Sheet No.9-96)
Date Filed: 09-30-13 By: David M.Sparby Effective Date: 09-17-14
President and CEO of Northem States Power Compahy,a Minnesota corpaatfan
Dodcet No. E0021M-13-867 Order Date: 09-17-14
S.1Ga�ereFOflfoasGD-011P3F�A1RateslCareMl Mn Nac1Me s 09S.doe
23
Nathem States Power Company,a Minnesota corporaUon
Minneapolis,Mlanesota 55401
MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2
STANDARD CONTRACT FOR Sectfon No. 9
SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 96
N
z, jiow S�b¢cr[ber's Information WiII 8e Us�d
The following outlines howthe Subscriber's Account Ir�fortnatlon and Subsaiber Energy Usage Datawill be used as part of
the Solar"Rewards Communit�►Program.
a. Program Management
As part of administering the Solar"Rewards Community program,the Solar Garden Operator and the Company may
provide ir�formaUon related to the Subscriber andlor the Community Solar Garden to:
• the MPUC
• the Minnesota Department of Commerce
• the MinnesMa Office of Attomey General
- Other govemmental or private entities as required by law or regulation
Additionally,as part of administering the Sotar`Rewards Gommunihl progcam,U�e Company may share Sub�cxtber's
Acxount Infomiation and Subscxiber's Energy Usage Data b servlce providers,agents,or c�nfracted a�ts who support
the program on its behalf. The Company prohibfts these servioe providers irom using or�isdosing the Subscriba�s
ir�formatian except as necessary to pertortn these spec4fic secvlces or to canply wltlt leg�requiremeMs. Mare iMcrmation
aboutthe Comparry's general privacy practices is explained in�s Privacy Policy avaitable on www.xcelenerqy.com.
b. Pertni�ed Public Reporting
The Subscriber's Energy Usage Data of each partiapating Su�er to a Corr�nunity Solar Garden will be oanWned and
reported in the agg�ate by the Communtty Solar Garden Operator in�s ar�ua!report on the So{at'Re�waards Commurnty
progrem. The identity of specific Subscribers,d�e specific Subscribei's Account hformation,Subs�xibe�'s Er�gy Usage
Data and Subsaiber-spedfic Bill Cred'd wfll not be listed in the public annual r�ort uNess Uie Subscriber has provided the
Canmunity Sdar Garden Operator with pdorwritten cot�sent.
P�the requirements of the MPUC,the Company wlil provide to the MPUC annual reports which will indude iMormation or
data requested by the MPUC w Minnesata Department of Cflmmerce,inducfing tl�foilowing:
• Repating on SdaPRewards Communfty program wsts,induding an analysis of fhe deposft,applicatf�on,
participa8on�d metering fees and further jusfification for these fees going forward;
- Reporting on the Sda�"Rewards Communiry Gardens,+rtduding but not Iimited to size,bcation arKl tlie type of
Solar"'Rewards Communiry subscriber groups;
• Repoiting on krmwn complaints and the resolution of these complaints;
• A copy of each contract signed with a Commun'�r Sdar Garden Operatar,ff not previously filed;
• Lessons leamed and any poten�al changes to the program;
• Report on bill credits eamed and paid;and the
- APPlication process N
(Continued on Sheet No.9-97)
Date Filed: 09-30-13 By: David M.Sparby Effective bate: 09-17-14
President and CEO of Northem States Power Company,a Minnesota corporation
Docket No. E002/M-13-867 Ofder�te:. 09-17-14
S.�"a�fiioesG6U decVde 9 096.do�
24
Northern States Power Company,e Mtnnesota corporation
Minneapo8s,Minn�sota 55401
MINNESOTA ELECTRIC RA7E BOOK•MPtJC N0.2
8TAtd0ARD CONTRACT FOR Sectlon No. 9
SOLAR"REWARDS COMMUNITY(Continuecq Odginal Sheet No. 97
2. How Subscriber's Information Wtll Be Used (Cohtinued) �
c. Prohibftec!Reporting or Sharing
Except as otherwfse provided in this documerrt,the Company will not disclose the Subsoribers Acoount Information,
Subscriber's Energy Usage Data or Subscr(ber-specific Bill Credits fo a thirci partywithout first obtaining the Subsortbe�'s
written consent.
My requests by the Community Solar Garden Operator to the Company for information about a Subscriber that is rwt
Subscriber's Acoount Informatton or Subscriber's Enetgy Usage Data wi4 require execution of a separate wrltten consent
by the Subscriber. tJolw�thstanding the prevlous statement,the Company will not provide the Community Solar Garden
Operator with the Subscriber's S�ial Security Number uniess directed to do so bythe MPUC or Minnesota Departmerrt of
Commerce or competied by law or ragulation.
3. Subscriber bata Aecess and Cerrection
The followi�g ouUines what information is available to the Subscriber from the Company and the Community Solar Garden
Operator,and methods of conecting any Inac:curacies.
a. Informatton Avaflable Trom the Company
Subscribers can cbntact the Companys oall center to obtain infomiatfon pertainfng to their speciffc Btlt Credit atb�ibutabfe ta
their participaUon in SolaPRewards Communky Program. The correction of arry allocation of previo�ly-appiied Bill Credits
among Subscribers or payments to the Community Solar Garden Operator for Unsubscc;riibed Energy,pertaWng to a
particular monih due to any inaccuracy reflected in such Monthly Subscription IMormation with regard to a Subs�xfbet's
Subscrip�on(n the PV System and the b�eficiai share af photovoltaic energy produced bytha PV System,or the share of
Uruubsaibed Energy,shall be tt�e full responslbility of the Community Solar Ciarden Operator,unless such Inacxxirades
are caused by the Company.
Subscribers may also obtain from the Company the followfng information retated to the Sola�'Rewarcls Community
ProBram without obtafning written consent from the Community Solar GaMen Operator.
• Site locatlon
• Operator name
• N�nep�ate capaoity
• ProducUon data related to the PV system
• Bill Credit Rate and total amount of Bill Credits�plied to the PV System
• Arry other lr�famation pertalning to the Subscdbers Subscrtptlon
Other information regarding the Community Solar Garden Operator known to the Company will not be disclosed unless the
Subscriber obtains prior explicit fnformed consent from the Community Solar Garden Op�~ator or unless c#rrcted to do so
bythe MPUC or Minn�sota Department of Commerce or compeiled by lawor regulaUon.
(CoMinued on Sheet No.9-98)
Date Flled: 09-30-13 By: David M.Sparby _ Effective Date: 09-17-14
President and CEO of Northem States Power Company,a Mfnnesota corporatfon
Docket No. E002/M-13-867 Order Date: 09-17-14
S:K�GD-011P8fIRAlAa4�alCunonMin akcVde 9 097.doc
25
Northem States Power Company,a Minnesota corpora8on
Minn�apolis, Minnesota 55401
MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2
STANDARD CONTRACT FOR Sectlon No. 9
SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 88
3. Subscriber Data Access and Correctton (ConUnued) N
b. Informatfon Avaifabie from the Community SoVar Oarcfen Operator
Subscribers and prospective subscribers can contact the Community Solar Garden Operator to obtain the fotlowing
Information:
- Future costs and benefi4s of the Subscriptio�, inciudt�g:
i. All nonrecurring(i.e.,one-time)charges;
ii. All recurting char8es;
iii. Terms and oonditions of service;
iv. Whether any charges may increase during the course of service,and(f so, how much advance
notice is provlded to the Subscriber,
v. Whether the Subscriber may be required to sign a term contwact;
vi. 7erms and conditlons for eariy terminaUon;
vii. Any penakies that the Community SoVar Garden may charge to the Subscriber,
viii. The process for unsubscribing and any associated costs;
ix. An explanation of the Subscriber data the Canmunity Solar Garden Operator will share with•
Northem States Power Company and that Northem Stetes Power Company wili share with the
Community Solar Garden Operator;
x. The data privacy policies of Nortt�em States Power Company and of the Communily Sotar
Garden Uperatar;
xi. The method of providing notice to Subscribers when the Community Solar Garden is out of
service, induding notice of estimated length and loss of production;
x(i. Assurance that all installations, upprades and repairs wiil be under direct supervisbn of a
NABCEP-cettified sda�professional and thai maintenance ari4t be pertormed according to
industry standards, induding the�ecommendations of the manufadurers of solar.panels and
other op�ational components;
xiii. Allocation af unsubscribad productlon; and
xiv. A statemeM that the Community Solar Garden�perator is sdely responsibie for resoiving any
disputes wffh Northem States Power Company or the Subscriber about the axuracy of the
Community Solar Garden productfon and that Northem States Power Company is solely
responsible for resolving any disputes with the Subscriber about the applicable rate used to
determine tt►e amouM af the 8iN CredN.
• Copy of the coMract with Northem Statas Power Company for the Solar"Rewards Community Program
• Copy of the solar panel warranty
• Descriptbn of the compensation to be paid for any underperformance
• Proof of insurance
• ProcF of a long-term maintenance plan
- Current production projecHons and a description of the methodotogy used to develop production pro}ections
• Community Sdar Garden Operator contact iMormation for questions and complaints
• Demonstration to ihe Subscriber by tl�e Community Solar Garden Operator that k hes sufficier►t funds to operate
and maintain the Solar'Rewards Community Program N
(Contlnued on Sheet No.9-99)
Date Flled: 09-30-13 By: David M.Sparby Effecdve Date: 09-17-14
President and CEO of Northem States Power Company,a Minnesota corporation
Docket No. E002IM-13867 Order Date: 09-17-14
g:lGeneraFOlpcea-GO-011P9fWAWales�Ciamnl�Mn ebcWle 8 098Ax
26
EXHIBIT B
Of General Conditions
Certain Agreements for the Benefit of the Financing Parties
Subscriber acknowledges that Operator may fmance the installation of the System either thirough a lessor,lender or
with financing accommodations from one or more financial institutions and that Operator may sell or assign the
System and/or may secure Operator's obligations by, among other collateral, a pledge or collateral assignment of
this Agreement and a first security interest in the System. In order to facilitate such necessary sale, conveyance,or
financing, and with respect to any such financial institutions of which Operator has notifisd Subscriber in writing
Subscriber agrees as follows:
,
(a) Consent to Collateral Assignment. Subscriber consents fio either the sale or conveyance to a lessor or
the collateral assignment by Operator to a lender that has provided financing of the System,of Operator's right,title .
and interest in and to this Ageement.
(b) Notices. Subscriber will deliver to the Financing Party,concurrently witlx delivery thereof to Operator,
a copy of each notice of default or termination given by Subscriber under the Agreement, inclusive of a reasonable
description of the applicable Operator default or termination event. No such notice will be effective absent delivery
to the Financing Party. Subscriber will not mutually agree with Operator to terminate the Agreement without the
written consent of the Financing Party.
(c) Rights U�on Event of Default. Notwithstanding any contrary term of this Agreement:
i. The Financing Party, as collateral assignee, shall be entitted to exercise, in the place and stead of
Operator, any and all rights and remedies of Operator under this Ageement in accordance with the terms of this
Agreement and only in the event of Operator's or Subscriber's default the Financing Party shall atso be entitled to
exercise all rights and remedies of secured parties generally with respect to this Agreement and the System.
ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this
Agreement and to perforxn any other act,duty or obligation required of Operator thereunder or cause to be cured any
default of Operator thereunder in the time and manner provided by the terms of this Agreement. Nothing herein
reyuires the Financing Party to cure any default of Operator under this Agreeinent or(unless the Financing Party has
succeeded to Operator's interests under this Agreement) to perform any act, duty or obligation of Operator under
this Agreement,but Subscriber hereby gives it the option to do so.
iii. Upon the exercise of remedies under its security interest in the System, including any sale thereof
by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any
conveyance from Operator to the Financing Parly (or any assignee of the Financing Party) in lieu thereof, the
Financing Party shalt give notice to Subseriber of the transferee or assignee of this Agreement.Any sueh exercise of
remedies shall not constitute a default under this Agreement.
iv. Upon any rejection or other termination,of this Agreement pursuant to any process undertaken with
respect to Operator under the United States Bankruptcy Code, at the request of the Financing Party made within
ninety (90) days of such tenmination or rejection, Subscriber shall enter into a new agreement with the Financing
Party or its assignee having the same terms and conditions as this Agreement.
(d) Ri, t to Cure.
i. Subscn'ber will not exercise any right to terminate or suspend this Agreement unless it shall have given
the Financing Party prior written notice by sending notice to the Financing Party (at the address provided by
Operator)of its intent to terminate or suspend this Agreement,specifying the condition giving rise to such right,and
the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or
suspension within thirty(30) days after such notice or(if longer)the periods provided for in this Agreement. The
Parties respective obligations will otherwise remain in effect during any cure period; rop vided that if such Operator
27
default reasonably cannot be cured by the Financing Pariy within such period and the Financing Party commences
and continuously pursues cure of such default within such period, such period for cure will be extended for a
reasonable period of time under the circumstances,such period not to exceed additional ninety(90)days.
ii. If the Financing Party(including any purchaser or transferee),pursuant to an exercise of remedies by
the Financing Party,shall acquire title to or control of Operator's assets and shall,within the time periods described
in Sub-section(d)(i). above,cure all defaults under this Agreement existing as of the date of such change in title or
control in the manner required by this Agreement and which are capable of cure by a third person or entity, then
such person or entity shall no longer be in default under this Agreement, and this Agreement sha11 continue in full
force and effect.
*��:
28
MINNESOTA COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT
SPECIAL CONDITIONS
This Minnesota Community Solar Garden Subscription Agreement("AgreemenY')is made and entered
into as of this day of_, 2015, between SunE Minnesota Holdings, LLC, a Delaware limited liability
company ("O ep Tator"), and City of Hopkins, a [ j ("Subscriber"; and,together with Operator, each, a"P�"
and together,the"Parties").
WITNESSETH;
WHEREAS, Operator intends to construct, install, own, operate, and maintain a solar photovoltaic
System at the Premises described on Schedule 1;
WHEREAS, the Parties intend that, pursuant to the Tariff and the PPA, the System will qualify as a
Community Solar Garden and wi11 generate Bi11 Credits to be applied to Subscriber's monthly invoices &om
NSP for retail electric service at its facilities located at its facilities located at the Service Address;
VVHEREAS, Subscriber is willing to purchase, or pay to be allocated, Subscriber's Allocated
Percentage (as set forth in Schedule 1 hereo fl of the Delivered Energy to be generated by the System
commencing on the Comrnercial Operation Date and continuing through the Term, and Operator is willing to
sell, or cause to be allocated, Subscriber's Allocated Percentage of the Delivered Energy to be generated by the
System to Subscriber commencing on the Commercial Operation Date and continuing through the Term, as
provided under the terms of this Agreement;
WNEREAS, Operator and Subscriber have acknowledged those certain General Terms and Conditions
of Minnesota Community Solar Garden Subscription Ageement dated as of _, 2015
("General Conditions"),which are incorporated by reference as set forth herein;and
WF�REAS, the terms and conditions of this Agreement, excluding the General Conditions
incorporated herein,constitute the"Sneciai Conditions"referred to in the General Condirions.
NOW THEREFORE, in consideration of the foregoing recitals, mutual promises set forth below, and
other good and valuable consideration,the receipt and suf�iciency of which are hereby aclrnowledged,the Parties
hereby agree as follows:
1. Incorporation of General Conditions. The General Conditions are hereby incorporated herein as if set forth in
their entirety.
2. Schedules. The following are the respective Schedules to the Special Conditions:
Schedule 1 Description of the Premises&System
Schedule 2 kWh Rate
Schedule 3 Intentionally Omitted
Schedule 4 Estimated Annual Delivered Energy
Schedule 5 Notice Information
Schedule 6 Time of Payment
Schedule 7 Term
Schedule 8 Legal Description of Solar System Premises
29
Schedule 9 Service Address
IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in
this Agreement and intending to be legally bound hereby, Operator and Subscriber have executed this
Ageement as of the date first set forth above.
SUNE MIlVNESOTA HOLDINGS,LLC
By: By:
Name: Name:
Title: Title:
Date: Date
30
SCHEDULES TO SPECIAL CONDITIONS
I. Schedule 1: Description of Premises and Svstem
Solar System County: Wright County
Premises is Owned or Operatar
Controlled by:
Solar System Size: 1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the System)
Subscriber's Altocated Allocated Percentage; 40%
Percentage:
Scope: Design and supply grid-interconnected, ground mounted solar electric
(PV)system.
Module: MEMC 330 or Equivalent
Inverter: IEEE 1547 qnalified
Anticipated Commercial 3/31/16
Operation Date:
II. Schedule 2 -- kWh Rate
For each Billing Cycle in which the System delivers electricity to NSP and commencing on the Commercial
Operation Date, the price per kWh of Delivered Energy charged to Subscriber by Operator shall be the
General Service Bill Credit Rate less $0.01 per kWh (the "kWh Rate") or the Floor Rate, whichever is
greater. The Bill Credit Rate shall be based on the General Service Enhanced Bill Credit(see definition of
"Biil Credit"in the General Conditions).
III. [Intentionally Omitted]
31
IV. Schedule 4—Estimated Annual Delivered Ener¢v
Estimated Annual Delivered Energy commencing on the Commercial Operation Date, and conrinuing
through the Term,with respect to System under the Agreement shall be as follows:
Estimated Estimated
Estimated Estimated
Year of Subscriber's Electricity Year of Subscriber's Electricity
System Annual Allocated Allocated System �nual Allocated Allocated
Term Delivered percentage to Term, Delivered percentage to
Energy Subscriber Energy Subscriber
1* 1,820,934 40.000% 728,374 14 1,706,060 40.000% 682,424
2 1,811,829 40.000% 724,732 15 1,697,530 40.000% 679,012
3 1,802,770 40.000% 721,108 16 1,689,042 40.000% 675,617
4 1,793,756 40.000% 717,503 17 1,680,597 40.000% 672,239
5 1,784,788 40.000% 713,915 18 1,672,194 40.000% 668,877
6 1,775,864 40.000% 7]0,345 19 1,663,833 40.000% 665,533
7 1,766,984 40.000% 706,794 20 1,655,514 40.000% 662,205
8 1,758,149 40.000% 703,260 21 1,647,236 40.000% 658,894
9 1,749,359 40.000% 699,743 22 1,639,000 40.OU0% 655,600
10 1,740,612 40.000% 696,245 23 1,630,805 40.000% 652,322
11 1,731,909 40.000% 692,764 24 1,622,651 40.000% 649,060
12 1,723,249 40.000% 689,300 25 1,614,538 40.000% 645,815
13 1,714,633 40.000% 685,853
*For the purposes of the table Term year 1 shall commence on the Commercial Operation Date
The values set forth in the table above are estimates of(i) the kWhs of Delivered Energy expected to be
generated annually by the System and(ii)the portion of the Delivered Energy generated annually tbat is to be
allocated to Subscriber pursuant to Subscriber's Allocated Percentage, which amount is derived by
multiplying the estimated Delivered Energy by the Subscriber's Allocated Percentage in each year. The table
will be updated upon final design of the System;provided, however, any such updated values shall also be
estimates and in no event shall any such values (whether or not updated)be considered to be binding in any
way on Operator.
V. Schedule 5—Notice Information
Subscriber: Onerator:
SunE Minnesota Holdings,LLC
c/o Sun Edison,LLC
44 Montgomery Street,Suite 2200
San Francisco,CA 94104
Tel. (86�786-3347
With a copy to
32
Regional General Counsel—NAMR DG
Sun Edison,LLC
44 Montgomery Street,Suite 2200
San Francisco,CA 94104
TeL(86�786-3347
Financin¢ Partv:
[To be provided by Operator when known]
VI. Schedule 6—Time of Payment
Subscriber shall pay all undisputed amounts due hereunder within sixty (60) days after the date of the applicable Invoice
Date.
VIT. Schedule 7—Term
The Term of the Agreement shall commence on the Effective Date and shall continue for twenty-five (25) years
from the Commercial Operation Date, unless and until terminated earlier pursuant to the provisions of the
Agreement.
VIII. Schedule$—Legal Description of Solar System Premises
[To ba attached]
IX. Schedule 9—Service Address
[To be provided by Subscriber on or before the Effective Date]
33
MINNESOTA COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT
SPECIAL CONDTTIONS
This Minnesota Comnnunity Solar Garden Subscription Agreement("Agreement")is made and entered
into as of this day of_, 2015, between SunE Minnesota Holdings, LLC, a Delaware limited liability
company("O en rator"), and City of Hopkins, a [ ] ("Subscriber"; and, together with Operator, each, a"�"
and together,the"Parties"). '
WITNESSETH:
WHEREAS, Operator intends to construct, install, own, operate, and maintain a solar photovoltaic
System at the Premises described on Schedule 1;
WHEREAS, the Parties intend that, pursuant to the Tariff and the PPA, the System will qualify as a
Community Solar Garden and will generate Bill Credits to be applied to Subscriber's monthly invoices from
NSP for retail electric service at its facilities located at its facilities located at the Service Address;
WHEREAS, Subscriber is willing to purchase, or pay to be allocated, Subscriber's Allocated
Percentage (as set forth in Schedule 1 hereo fl of the Delivered Energy to be generated by the System
commencing on the Commercial Operation Date and continuing through the Term, and Operator is willing to
sell, or cause to be allocated, Subscriber's Allocated Percentage of the Delivered Energy to be generated by the
System to Subscriber commencing on the Commercial Operation Date and continuing through the Term, as
provided under the terms of this Agreement;
WHEREAS, Operator and Subscriber have aclaiowledged those certain General Terms and Conditions
of Minnesota Community Solar Garden Subscription Agreement dated as of _, 2015
("General Conditions"),which are incorporated by reference as set forth herein;and
WHEREAS, the terms and conditions of this Agreement, excluding the General Conditions
incorporated herein,constitute the"�ecial Conditions"referred to in the General Conditions.
NOW THEREFORE, in consideration of the foregoing recitals, mutual promises set forth below, and
other good and valuable considerarion,the receipt and sufficiency of which are hereby acknowledged,the Pazties
hereby agee as follows:
1. Incorporation of General Conditions. The General Conditions are hereby incorporated herein as if set forth in
their entirety.
2. Schedules. The following are the respective Schedules to the Special Conditions:
Schedule 1 Description of the Premises&System
Schedule 2 kWh Rate
Schedule 3 Intentionally Omitted
Schedule 4 Estimated Annual Delivered Energy
Schedule 5 Notice Information
Schedule 6 Time of Payment
Schedule 7 Term
Schedule 8 Lega1 Description of Solar System Premises
34 �
Schedule 9 Service Address
IN WITNESS WHEREOF and in confirmarion of their consent to the terms and conditions contained in
this Agreement and intending to be legally bound hereby, Operator and Subscriber have executed this
Agreement as of the date first set forth above.
SUNE MINNESOTA HOLDINGS,LLC
By: By:
Name: Name:
Title: Title:
Date: Date
35
SCHEDULES TO SPECIAL CONDITIONS
I. Schedule 1: Descriution of Premises and Svstem
Solar System County: Wright County
Premises is Owned or Operator
Controlled by:
Solar System Size: 1000 kW (AC) (representing an initial estimate, which may vary
depending on the final design of the System)
Subscriber's Allocated Allocated Percentage: 40%
Percentage:
Scope: Design and supply grid-interconnected, ground mounted solar electric
(PV)system.
Module: MEMC 330 or Equivalent
Inverter: IEEE 1547 qualified
Anticipated Commercial 3/31/16
Operation Date:
II. Schedule 2 -- kWh Rate
For each Billing Cycle in which the System delivers electriciry to NSP and commencing on the Commercial
Operation Date, the price per kWh of Delivered Energy charged to Subscriber by Operator shall be the
General Service Bill Credit Rate less $0.01 per kWh (the "kWh Rate") or the Floor Rate, whichever is
greater. The Bill Credit Rate shall be based on the General Service Enhanced Bill Credit(see defuution of
`Bill Credit"in the General Condirions).
III. [Intentionally Omitted]
36 �
IV. Schedule 4—Estimated Annual Delivered Enerev
Estimated Annual Delivered Energy commencing on the Commercial Operation Date, and continuing
through the Term,with respect to System under the Agreement shall be as follows:
Estimated Estimated
Estimated Estimated
Year of Subscriber's Electricity Year of Subscriber's Electricity
System Annual Allocated Atlocated System Annual Allocated Allocated
Term Delivered percentage to Term Delivered percentage to
Energy Subscriber Energy Subscriber
1* 1,820,934 40.000% 728,374 14 1,706,060 40.000% 682,424
, 2 1,811,829 40.000% 724,732 15 1,697,530 40.000% 679,012
3 1,802,770 40.000% 721,108 16 1,689,042 40.000% 675,617
4 1,793,756 40,000% 717,503 17 1,680,597 40.000% 672,239
5 1,784,7$8 40.Q40% 713,915 18 1,672,194 40.000% 668,877
6 1,775,864 40.000% 710,345 19 1,663,833 40.000% 665,533
7 1,766,984 40.000% 706,794 20 1,655,514 40.000% 662,205
8 1,758,149 40.000% 703,260 21 1,647,236 40.000% 658,894
9 1,749,359 40.000% 699,743 22 1,639,000 40.040% 655,600
10 1,740,612 40.000% 696,245 23 1,630,805 40.000% 652,322
11 1,731,909 40.000% 692,764 24 1;622,651 40.000% 649,060
12 1,723,249 40.000% b89,300 25 1,614,538 40.000% 645,815
13 1,714,633 40.000% 685,853
*For the purposes of the table Term year 1 shall commence on the Comrnercial Operation Date
The values set forth in the table above are estimates of(i) the kWhs of Delivered Energy expected to be
generated annually by the System and(ii)the portion of the Delivered Energy generated annually that is to be
allocated to Subscriber pursuant to Subscriber's Allocated Percentage, which amount is derived by
multiplying the estimated Delivered Energy by the Subscriber's Allocated Percentage in each year. The table
will be updated upon final design of the System;provided, however, any such updated values shall also be
estimates and in no event shall any such values(whether or not updated)be considered to be binding in any
way on Operator.
V. Schedule 5—Notice Information
Subscriber: Ouerator:
SunE Minnesota Holdings,LLC
c/o Sun Edison,LLC
44 Montgomery Street,Suite 2200
San Francisco,CA 94104
Tel. (866)786-3347
With a copy to
37
Regional General Counsei—NAMR DG
Sun Edison,LLC
44 Montgomery Street, Suite 2200
San Francisco,CA 94104
. Tel.(86�786-3347
FYnancing Partv
[To be provided by Operator when lrnown]
VI. Schedule 6—Time of Payment
Subscriber shall pay all undisputed amounts due hereunder within sixty (60) days after the date of the applicable Invoice
Date.
VII. Schedule 7—Term
The Term of the Agreement shall commence on the Effective Date and shall continue for twenty-five (25) years
from the Commercial Operarion Date, unless and until terminated earlier pursuant to the provisions of the
Agreement.
VIII. Schedule 8—Legal Description of Solar System Premises ,
[To be attached]
IX. Schedule 9—Service Address
[To be provided by Subscriber on or before the Effective Date]
38