HomeMy WebLinkAboutItem 06.q
Date: Item No.
AGREEMENTS RELATING TO RENESOLA/NAUTILUS SOLAR GARDENS
Proposed Action
Staff recommends adoption of the following motion: Move to approve Subscription Agreement
Estoppel Certificate Relating to Walcott Solar LLC
Overview
Earlier this year the City of Lakeville entered into a solar subscription agreement with ReneSola
Power Holdings, LLC. This agreement allows the city to capture the benefits of solar power
generation without having the physical solar panels on city facilities.
As is normal with these projects, various investors have begun to be brought in to make the
project feasible. As such, agreements between the City and the various investors are required.
Primary Issues to Consider
• Have the terms of the agreement changed?
These agreements do not impact the financial agreements or projections originally entered into
between the City and ReneSola Power Holdings, LLC. These agreements have been reviewed by
the city attorney.
Financial Impact: $ Budgeted: Y☐ N☒ Source:
Related Documents: (CIP, ERP, etc.):
Envision Lakeville Community Values: Good Value for Public Services
Report Completed by: Justin Miller, City Administrator
November 16, 2020
N/A
ny-1996574
SUBSCRIPTION AGREEMENT ESTOPPEL CERTIFICATE
Walcott Solar LLC
This Subscription Agreement Estoppel Certificate (this “Estoppel Certificate”) is delivered
as of November ___, 2020 (the “Effective Date”) by the CITY OF LAKEVILLE, a Minnesota
municipal corporation (“Subscriber”), in favor of ALTUS POWER AMERICA, INC., a Delaware
corporation, or its affiliate (together with its successors and assigns, “Buyer”), VIRGO – HELIOS
III, LLC, a Delaware limited liability company (“Seller”), and VIRGO MANGATA MM HOLDCO,
LLC, a Delaware limited liability company (“Owner,” and together with Buyer and Seller, the
“Parties”).
WHEREAS, Subscriber entered into that certain Owner Tiered Rate Subscription
Agreement, dated as of February 21, 2019, with Walcott Solar LLC, a Minnesota limited liability
company (“Company”) (together with all amendments and modifications thereto, collectively, the
“Subscription Agreement”), a copy of which is attached hereto as Exhibit A; and
WHEREAS, Subscriber executed that certain Subscriber Agency Agreement and Consent
Form dated March 19, 2019 (together with all amendments and modifications thereto, collectively,
the “Agency Agreement,” together with the Subscription Agreement, the “Agreement”), a copy of
which is attached hereto as Exhibit B; and
WHEREAS, Buyer intends to purchase from Seller 100% of the membership interests in
Owner, which is the managing member of Virgo Mangata Holdco, LLC, which is the sole member
and managing member of Company (the “Transaction”); and
WHEREAS, in connection with the Transaction, the Parties require that Subscriber confirm
and acknowledge certain matters related to the Agreement. Capitalized terms used but not defined
herein have their assigned meanings in the Agreement.
Based on the foregoing, and recognizing that the Parties will rely hereon, Subscriber hereby
confirms and agrees as follows:
1. Exhibits A and B set forth a true and complete copy of all documents constituting
the Agreement, including the Agreement and any amendments or modifications of the same. The
Agreement is in full force and effect, has not been modified, changed, altered, or amended in any
respect except as indicated in Exhibit A and B.
2. As of the Effective Date:
a. all payments and deposits required to be paid or posted to Subscriber under
the Agreement (if any) by Company have been so paid or posted;
b. all obligations and conditions of Company to be performed under the
Agreement (if any) have been performed by Company;
c. there are no Events of Default existing under the Agreement on the part of
Company or Subscriber, and no events have occurred that, with the passage of time or the
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ny-1996574
giving of notice, or both, would constitute an Event of Default by Company or Subscriber
under the Agreement;
d. there is no existing basis for Subscriber or Company to cancel or terminate
the Agreement;
e. there is no litigation, action, proceeding or investigation pending or, to
Subscriber’s knowledge, threatened against Subscriber before any court or governmental
authority by, against, affecting or involving any of its business or assets that would affect
Subscriber’s ability to carry out the transactions contemplated by the Agreement; and
f. there are no defenses, offsets, credits, rent increases, or claims of Subscriber
pursuant to any of the terms or conditions of the Agreement.
3. Subscriber’s CSG Allocation is 0.87 MWAC, which is approximately 21.65% of the
Project’s projected output.
4. All representations made by Subscriber under the Agreement are true and correct
as of the date hereof.
5. Subscriber ratifies and confirms the Agreement in all respects.
6. To the Subscriber’s actual knowledge, there are no actions, whether voluntary or
otherwise, pending against Subscriber under the Bankruptcy Laws of the United States or any state
thereof.
7. Subscriber acknowledges and agrees that its consent is not required to consummate
the Transaction.
8. The Agreement is the only agreement between the Company and Subscriber with
respect to the Project.
9. Subscriber has read this Estoppel Certificate and acknowledges and understands
the certifications and representations made herein. The undersigned signatory represents and
warrants that he or she is duly authorized to execute this Estoppel Certificate on behalf of
Subscriber.
[Signature Page Follows Immediately]
Walcott Solar LLC (City of Lakeville) Subscriber Agreement Estoppel Certificate - Signature Page
ny-1996574
IN WITNESS WHEREOF, Subscriber has executed this Estoppel Certificate as of the
Effective Date.
SUBSCRIBER:
CITY OF LAKEVILLE,
a Minnesota municipal corporation
By:
Name: Douglas P. Anderson
Its: Mayor
Charlene Friedges, City Clerk
ny-1996574
EXHIBIT A
COPY OF SUBSCRIPTION AGREEMENT
Owner Tiered Rate Subscription Agreement
This Subscription Agreement (this "Agreement") is entered into by and between Walcott Solar,
LLC (together with its successors and assignees, "Owner" or "we") and the Subscriber described
below (together with any permitted transferees, "Project Subscriber" or "you") (each a "Party" and
collectively the "Parties") and is effective as of the date signed by the Parties (the "Effective
Date").
Project Owner:
Subscriber:
Name The City of Lakeville Name Walcott Solar, LLC
and 20195 Holyoke Avenue and 24230 Albers Ave
Address Lakeville, MN 55044 Address Faribault, MN 55021
Attention: Char Fried es
Phone 952-985-4400 Phone 612-299-1488
E-mail cfdedges@lakevillemn.gov E-mail Doran.hole@renesolapower.com
Premises See Exhibit C
and
Account
Numbers
Community An amount expected to produce up to 1,680,644 kWh, equal to 41% of Project
Solar Subscriber's average annual electricity consumption ("AAEC") (net of any other
Garden distributed generation resources serving a relevant Premises) over the prior
Allocation twenty-four (24) months with respect to its eligible Account and Premises
numbers, allocated to multiple projects.
This Agreement sets forth the terms and conditions of your subscription to the Community Solar
Garden(s) described in Exhibit B (individually and collectively, as context requires, a "Project")
and installed at the Community Solar Garden Site(s) described in Exhibit B (individually and
collectively, as context requires, a "Project Site"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Standard Contract for Solar Rewards Community
contract ("SRC Contract").
The exhibits listed below are incorporated by reference and made part of this Agreement.
Exhibit A Definitions
Exhibit B Project(s) and Project Site(s)
Exhibit C Bill Credit Types, Customer Accounts, and Subscriber Rate
Exhibit D Estimate of Subscribed Energy
Exhibit E Subscription Agreement Rate Schedule
Exhibit F Form of SRC Contract
Exhibit G Form of Agency Agreement
Exhibit H Project Subscriber Data
0 Copyright 2017 United States Solar Corporation
ARTICLE 1
SUBSCRIPTION
1.1 Subscribing to Project Capacity. You are subscribing to the Community Solar
Garden Allocation ("CSG Allocation") identified for each Project on the front page of this
Agreement on the terms and conditions set forth herein.
1.2 Bill Credit Value. As more fully detailed in the SRC Contract, your CSG Allocation
entitles you to receive a Bill Credit against your monthly retail electrical bill equal to the product
of (i) the amount of your Subscribed Energy for each Production Month, and (ii) your applicable
Bill Credit Rate. Bill Credits are the dollar amounts paid by NSP to you as a credit on your retail
electric bill to compensate you for your beneficial share of the solar electricity produced by the
Project and delivered to NSP from the Project.
1.3 Bill Credit Rate. Bill Credit Rates are found in the CSG Tariff. The Bill Credit Rates
in effect as of the Effective Date are as follows:
Customer Class Bill Credit Type
Bill Credit Rate per kWh (AC)
for Energy Delivered to
Company
Residential Service
Standard 0.13539
Enhanced - Solar Gardens > 250 KW AC 0.15539
Enhanced - Solar Gardens <- 250 KW AC 0.16539
Small General Service
Standard 0.12844
Enhanced - Solar Gardens > 250 KW (AC) 0.14844
Enhanced - Solar Gardens <- 250 KW AC 0.15844
General Service
Standard 0.10515
Enhanced - Solar Gardens > 250 KW AC 0.12515
Enhanced - Solar Gardens <- 250 KW (AC) 0.13515
Your Bill Credit Rate will be updated annually (or otherwise as provided by order of the
MPUC) during the Term only to reflect any updates in the applicable retail rate (labeled the
Standard" rate in the chart above) with respect to your customer class, as reflected in the CSG
Tariff. The amount of the CSG "Enhanced" rate premium over the Standard rate reflects the value
of the Project's RECs sold and delivered by us to NSP. Per the CSG Tariff, the amount of CSG
Enhanced" rate premium over the Standard rate will not change over the Term. Please see
Exhibit C for your account by account Bill Credit Type and Subscriber Rate.
1.4 Subscribed Energy. The estimated amount of Subscribed Energy produced by
your CSG Allocation over the Term is set forth in Exhibit D.
1.5 Subscription Agreement Rate and Payments.
a) Your Subscription Agreement Rate for each Project for each Production Month
shall be equal to the rate shown on Exhibit E. Please see Exhibit C for additional details
about Bill Credit types, customer accounts, and Subscriber Rate.
b) The monthly payment amount you owe to Owner (each, a "Subscription
Payments") is equal to the product of (i) your Subscribed Energy produced in a given
Production Month, and (ii) your Subscription Agreement Rate.
c) Subscription Payments will be invoiced monthly, beginning the first month after the
Date of Commercial Operation ("COD") of each particular Project, and you agree to make
the full monthly Subscription Payments within thirty-five (35) days of receiving our invoice.
d) Delinquent Payments. If Project Subscriber fails to pay any amount due Owner
hereunder, in full, by the scheduled due date, Project Subscriber will be charged interest
on the outstanding balance accruing at the rate of five percent (5%) per annum until the
balance is paid in full.
e) Electronic Funds Transfer. At Owner's request, and unless Project Subscriber does
not have an account or other suitable arrangement, the Subscription Payment due to
Owner under this Agreement shall be paid by check. Subject to applicable confidentiality
and data security provisions with respect to Project Subscriber's account information and
other private data, Project Subscriber agrees to execute any documents necessary to
authorize Owner to withdraw Subscription Payments from Project Subscriber's designated
account on a monthly basis either on an automated basis 20 days after the date of the
invoice, or at an earlier date selected by Project Subscriber. If Owner fails to pay any
amount due to Project Subscriber hereunder, in full, by the scheduled due date, Owner
will be charged interest on the outstanding balance accruing at the rate of five percent
5%) per annum until the balance is paid in full.
1.6 No Additional Funds. The Subscription Payments s represent full payment by you
for your CSG Allocation subscription, and we shall not have any right to compel you to advance
or pay any additional funds for the construction or maintenance of the Project or your CSG
Allocation.
1.7 Ownership Limitation. Project Subscriber is not purchasing, and Owner is not
selling or transferring to Project Subscriber:
a) Any ownership or lien in any specific modules or tangible component of the Project;
b) Any ownership or membership interests or rights in Owner or any entity which
owns or may subsequently own the Project (for each Project, a "Project Owner")
or any financial rights or distributions associated with such ownership;
c) Any right to any payment by NSP to Owner or the Project Owner with respect to
Unsubscribed Energy;
d) Any right to manage, direct, control or operate the Project, Owner or Project
Owner; or
e) Any RECs produced by the Project or any payment by NSP to Owner or Project
Owner with respect to the RECs.
1.8 Term. The term of the Agreement ("Term") shall begin on the Effective Date and
shall end, with respect to each Project, twenty five years after the COD of such Project unless
otherwise provided for in this Agreement or to allow for any extension provided under the related
SRC Contract.
ARTICLE 2
STANDARD CONTRACT FOR SOLAR REWARDS COMMUNITY
2.1 SRC Contract. With respect to each Project, Owner or the applicable Project
Owner will enter into the SRC Contract once offered by NSP. Please see Exhibit F for the form
of SRC Contract. Among other things, the SRC Contract provides for the following:
a) Owner acting as the Community Solar Garden Operator;
b) Sale and delivery to NSP of all electricity and RECs generated by the Project for a
term of twenty five (25) years;
c) Allocation to Subscribers by NSP of Bill Credits in exchange for delivery by Owner,
or the applicable Project Owner, of the electricity and RECs generated by the
Project; and
d) Owner ensuring compliance with the Community Solar Garden Statutory
Requirements ("Eligibility Requirements"), which include eligibility requirements
relating to both the Project and Subscribers.
2.2 Subscriber Agency Agreement and Consent Form. Attached to the SRC Contract
is a Subscriber Agency Agreement and Consent Form ("Agency Agreement") that you will be
required to sign. Please see Exhibit G for the form of Agency Agreement. Among other things,
the Agency Agreement provides for the assignment of energy and RECs to NSP and provides
information regarding the following:
a) Data access, control, and disclosure;
b) Contacting NSP about certain questions regarding your Bill Credits; and
c) Contacting Owner about questions regarding this Agreement, NSP's data policies,
and Project -related items.
ARTICLE 3
ELIGIBILITY AND EXCESS BILL CREDIT PURCHASE
3.1 Eligibility Data. You acknowledge that the account data contained in Exhibit H is
complete and accurate and that Owner may use the data for purposes of confirming your
conformance with the applicable Eligibility Requirements. You agree to provide Owner and the
applicable Project Owner with any additional information we request to determine, verify, or
confirm your eligibility at any time during the Term.
3.2 Authorization to Access Data. You authorize Owner and the applicable Project
Owner to use all eligibility data set forth in Exhibit H, as well as your electric bills for each Eligible
Address for the most recent twenty-four (24) months, to assist Owner and the applicable Project
Owner in confirming your eligibility.
3.3 Credit Information. Subject to the confidentiality and privacy provisions of Section
8.1, you agree to provide Owner with information reasonably necessary for Owner, the Project
Owner, or its Financing Parties to confirm your creditworthiness.
3.4 Excess Bill Credit Purchase. As per the SRC Contract, any excess Bill Credits
i.e., Bill Credits in a billing period that exceed the amount you owe NSP for your regular retail
service in that period) will be carried forward and credited against all charges for at least a twelve
12) month cycle. Under the SRC Contract, NSP will be required to purchase from you all such
Bill Credits with the billing statement that includes the last day of February and restart the credit
cycle the following period with a zero credit balance.
ARTICLE 4
OWNER RESPONSIBILITIES
4.1 Design and Implementation. We agree to develop, design, finance and construct
the Project(s), including, but not limited to, site acquisition, the filing of interconnection
applications and procurement of an interconnection agreement with NSP, the selection and
procurement of Project components, and the installation and testing of all Project components.
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4.2 Application Process. We shall submit each Project to NSP for approval as a
Community Solar Garden ("CSG") in accordance with the CSG Tariff and shall provide all
information required by NSP to determine the completeness of our application and technical
viability of each Project. Once offered by NSP, we (or the applicable Project Owner) shall enter
into the SRC Contract, interconnection agreement, and other agreements with NSP that may be
necessary to qualify each Project as a CSG and for the Project to operate and deliver energy to
NSP.
4.3 Timeliness. In keeping with the time requirements set forth in the SRC Contract,
we shall use commercially reasonable efforts to finish construction and installation of each
particular Project within twenty four (24) months after NSP has deemed complete our CSG
application with respect to such Project.
4.4 Eligibility Compliance. Owner is responsible for confirming compliance with the
Eligibility Requirements, including verification of the eligibility information you have provided to
Owner.
4.5 Maintenance. We will maintain the Project in a prudent manner and in
accordance with industry standards throughout the Term. We will provide you with notice of any
material repair or replacement event that is reasonably anticipated to exceed one hundred eighty
180) days.
ARTICLE 5
FURTHER INFORMATION
5.1 Unsubscribed Energy. Unsubscribed Energy will be purchased by NSP from the
Project in accordance with the SRC Contract and Applicable Laws.
5.2 Reserves. Owner has or will have adequate funds available for use to maintain
the Project and pay Project operating expenses such as taxes, maintenance, insurance, and
management services for the Term.
5.3 Other Agreements and Documents.
a) Upon your request we will provide the following when and as available:
i. Copy of the SRC Contract between NSP and the Project Owner;
ii. Copy of the solar module warranty;
iii. Certificate(s) of insurance; and
iv. Long-term maintenance plan.
b) We will provide you with any other information that you may request, or that we
may be required to deliver, under the CSG Tariff.
c) You agree to sign an acknowledgment of receipt of any such materials, upon
receipt of the materials.
5.4 Information Sharing. The Parties acknowledge the Agency Agreement contains
certain provisions relating to "Subscriber Account Information" and "Subscriber's Energy Use
Data" and agree to adhere to those provisions.
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5.5 Fair Disclosure. You acknowledge that, prior to entering into this Agreement and
becoming a Subscriber, we fairly disclosed to you the future potential costs and benefits of your
Subscription and provided you with a copy of the SRC Contract. Owner will comply with all other
requirements of the MPUC and CSG Tariff with respect to communications with you.
5.6 Taxes. You recognize that neither we nor NSP makes any representations or
warranties concerning the taxable consequences, if any, to you with respect to your Bill Credits,
your Subscription Payments s, or your participation in the Project. We are responsible for paying
the Minnesota Solar Energy Production Tax, if any, as in effect as of the Effective Date under
Minnesota Statutes 272.0295. You are responsible to either pay or reimburse us for any and all
other Taxes assessed on the generation, sale, delivery, or consumption of your Subscribed
Energy or your Bill Credits.
5.7 Securities Laws. Neither we nor NSP makes any representations or warranties
concerning the implication of any federal or state securities laws with respect to this Agreement
or your CSG Allocation. Neither this Agreement nor your CSG Allocation has been registered
under the Securities Act of 1933, as amended, or any state securities laws. Owner does not
believe this Agreement or the CSG Allocation constitute a security governed by such laws but, in
the event any such securities laws may apply, Project Subscriber represents that, as of the
Effective Date, it is an "accredited investor" as that term is defined in Rule 501 of the Securities
and Exchange Commission under the Securities Act of 1933, as amended. Project Subscriber
agrees that it is not entering into this Agreement or acquiring the Bill Credits for the purpose of
making a market in such interests or trading them on any securities market or equivalent thereof
which might fall within the scope of such laws. You are urged to seek your own professional
advice on these matters.
ARTICLE 6
TRANSFERABILITY
6.1 General. This Agreement and your Bill Credits are your personal property. Your
ability to continue to receive Bill Credits is dependent upon your continuing compliance with the
applicable Eligibility Requirements and your payment of the Subscription Payments s. This
Agreement and the Bill Credits are transferable only as set forth below. This Agreement and the
Bill Credits are not transferable by you, whether voluntarily or by operation of law, at any time
when you are in default under this Agreement, unless as approved by Owner.
6.2 Sale or Transfer to Other Eligible Subscribers. You may voluntarily sell or transfer
this Agreement, or any portion of your CSG Allocation (but not less than the minimum set by
Eligibility Requirements), for any reason (but not more than once in any twelve (12) month period)
and to any person or entity who, at the time of the sale or transfer meets applicable Eligibility
Requirements for the relevant Project(s). Any amounts you collect from a transferee in respect
of your transfer of this Agreement, or any portion of your CSG Allocation, belongs to you. Neither
Owner nor a Project Owner will have any claim or right to any such amounts you may receive.
Your sale or transfer of your CSG Allocation for any Project is expressly conditioned upon:
a) Owner receiving at least ninety (90) days' prior written notice identifying the
prospective purchaser or transferee, providing the physical address at which it
takes electric service from NSP, the NSP account number and all other information
needed to determine its eligibility to be a Subscriber, as well as any other
subscriptions in the relevant Project or other CSGs held by the proposed
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transferee, and any solar facility owned or leased by the proposed transferee at
the address associated with the proposed transfer;
b) Receipt by Owner of authorizations from the proposed transferee needed to
access their NSP account data, and receipt by Owner of usage data at the
proposed transferee's address needed to calculate its historic electrical usage;
c) Determination by Owner that the proposed transferee is eligible to be a Subscriber
in the relevant Project and that its participation as a Subscriber will not cause the
Project to fail any Eligibility Requirement or otherwise fail to comply with any
Applicable Laws or contractual obligations to NSP;
d) The proposed transferee's (i) express written assumption of this Agreement or
execution and delivery of a new subscription agreement with Owner as to the CSG
Allocation on terms acceptable to Owner, including the cure of any prior defaults
arising under this Agreement; and (ii) execution of an Agency Agreement or any
other document reasonably required by Owner or NSP to effectuate the transfer
and maintain compliance with the Eligibility Requirements;
e) The proposed transferee meeting our credit requirements, which credit
requirements shall not be unreasonable; and
f) Owner receiving any applicable Cover Cost Amount from Project Subscriber.
Owner shall notify NSP of any such transfer so that NSP may change the applicable
Subscriber benefits to apply to the transferee's retail NSP electric account.
6.3 Relocation/Sale of Eligible Address.
a) If during the Term you move from an Eligible Address and are no longer the NSP
account -holder at that address, you may transfer all or part of your CSG Allocation
to another Eligible Address of yours (new or existing) conditioned on the following:
You provide us with at least ninety (90) days' notice of such transfer; and
We determine that the new address, including the prior electrical usage at that
address, will allow for the transferred CSG Allocation to continue to meet the
applicable Eligibility Requirements.
b) If during the Term you move from or sell an Eligible Address and are no longer the
NSP account -holder at that address, and you are not relocating to a new Eligible
Address or do not have sufficient subscription capacity an another Eligible
Address, before moving you must either:
Sell or transfer the relevant portion of your CSG Allocation in accordance with
Section 6.2. If requested by you, we will use commercially reasonable efforts
for up to one hundred eighty (180) days to assist you in this process; or
Cancel the relevant portion of your CSG Allocation pursuant to Section 10.1
a)(iii) below.
c) You are obligated to maintain compliance with the applicable Eligibility
Requirements and to notify us if you plan to be out of compliance. You
acknowledge that your failure to maintain compliance with the applicable Eligibility
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Requirements may result in NSP not paying you Bill Credits and our cancellation
of the relevant CSG Allocation.
d) This Agreement confers to us no right to interfere with, or require our consent to,
your sale or transfer of your real property.
ARTICLE 7
FINANCING
7.1 Consent. We may, without your prior consent, in whole or in part, (i) assign,
mortgage, pledge or otherwise collaterally assign our interests in this Agreement and the Project
to any Financing Party, (ii) directly or indirectly assign this Agreement and the Project to a Project
Owner or an affiliate or subsidiary of ours, (iii) assign this Agreement and the Project to any entity
through which we are obtaining financing or capital for the Project; and (iv) assign this Agreement
and the Project to any person succeeding to all or substantially all of our assets. In the event of
any such assignment (other than a collateral assignment), we shall be released from all our
liabilities and other obligations under this Agreement (only upon assumption of our obligations
hereunder by the assignee). However, any assignment of our rights and/or obligations under this
Agreement shall not result in any change to your rights and obligations under this Agreement. A
Financing Parry may assign its interest at any time, and without your consent, to another person
or another Financing Party. If the Financing Parry or its successor becomes the owner of our
interest by foreclosure or otherwise, it may sell or transfer that interest to any third party without
your consent.
7.2 Changes. You acknowledge that we may obtain construction and long-term
financing from one or more Financing Parties. Both Parties agree in good faith to consider and
to negotiate changes or additions to this Agreement that may be reasonably requested by the
Financing Parties; provided, that such changes do not alter the fundamental economic terms of
this Agreement. In connection with any assignment by us (or the Financing Parties, as described
below), you agree to execute any consent, estoppel or acknowledgement in form and substance
reasonably acceptable to such Financing Parties and Project Subscriber. If this Agreement
applies to more than one Project, you also agree to execute a separate Agreement for each
Project if requested by us in connection with such assignment.
7.3 Notice and Opportunity to Cure. You may not terminate or suspend your
performance due to our Event of Default unless you have given the Financing Parties prior written
notice of your intent to so terminate or suspend this Agreement. In your notice you will describe
the circumstances giving rise to our default, and provide the Financing Parties with the opportunity
to cure the default within thirty (30) days after receipt of such notice or any longer period provided
for in this Agreement. If our default reasonably cannot be cured by the Financing Parties within
the period provided and the Financing Parties commence and pursue to cure of such default
within that period, the period for cure will be extended for a reasonable period of time under the
circumstances, but not to exceed an additional sixty (60) days. The Parties' respective obligations
under this Agreement will otherwise remain in effect during the cure period. If the Financing
Parties or an assignee (including any buyer or transferee) acquires title to or control of our assets
and within the applicable time periods cures all defaults under this Agreement existing as of the
date of such change in control in the manner required by this Agreement and which are capable
of cure by a third party or entity, then such Financing Parties or third party transferee will no longer
be in default under this Agreement, and this Agreement will continue in full force and effect.
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ARTICLE 8
PRIVACY; CONFIDENTIALITY; PUBLICITY
8.1 Subscriber Data. Otherthan in accordance with the AgencyAgreement, Ownerwill not disclose
Project Subscriber's Account Information, Subscriber Energy Usage Data, Bill Credits or any
other personal information of Project Subscriber to any person except (i) to NSP, to the extent
required by Applicable Laws or the SRC Contract, for the purpose of administration of the Project,
Project CSG eligibility, and Project Subscriber CSG eligibility; (ii) to attorneys, accountants,
advisors, and agents of Owner to the extent necessary for them to render advice or perform
professional services associated with the Project or this Agreement; (iii) as otherwise required by
Applicable Laws.
8.2 Publicity. The Parties shall coordinate and cooperate with each other when
making public announcements related to the execution and existence of this Agreement or related
to Project Subscriber's participation in a Project, and each Party shall have the right to promptly
review, comment upon and approve any publicity materials, press releases or other public
statements by the other Party that refer to, or that describe any aspect of, this Agreement.
Notwithstanding the foregoing, the Parties agree to the use each other's logos in their respective
marketing materials.
ARTICLE 9
DISPUTE RESOLUTION
9.1 NSP Disputes.
a) Any dispute or question which you have with respect to the application by NSP of
the Bill Credits to your retail electric bill, in particular the applicable Bill Credit Rate
that NSP used to determine the amount of your Bill Credits, shall be directed by
you to NSP for resolution. You may request that Owner assist you in this respect.
You acknowledge that your obligation to make your Subscription Payments s is
independent of the amount of your Bill Credits.
b) All disputes arising with respect to the contract between NSP and Owner shall be
resolved by negotiation and, in the absence of a resolution, by the Minnesota
Public Utilities Commission ("MPUC"), as per the SRC Contract. Any issue or
dispute identified by you with respect to NSP's actions with respect to the Project
or the Bill Credits other than as described in Section 9.1(a) shall be referred to
Owner. If the dispute or question is not resolved to the Project Subscriber's
satisfaction, you have the right to refer the issue directly to the MPUC at the
following address:
Minnesota Public Utilities Commission
121 7th Place East, Suite 350
St. Paul, MN 55101
Tel: (651) 296-7124
Toll free: (800) 657-3782
Fax: (651) 297-7073
consumer.puc@state.mn.us
9.2 Disputes between Parties.
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a) Any dispute or issue a Party may have arising from or related to this Agreement,
which are not resolved by communications between Project Subscriber and Owner
representatives in person, over the phone, or electronically shall be submitted to
the other Party in writing. Each Party shall assign an officer or senior management
executive to address or negotiate a resolution with the other Party. The Parties
agree to attempt to reach a resolution of such dispute within ten (10) days or such
longer period as the Parties may agree.
b) We shall perform any calculation called for hereunder and do so in a commercially
reasonable manner and in accordance with industry accepted standards. Any
dispute regarding the results of any such calculation shall be resolved by having
an independent consultant having nationally recognized credentials, such as
Navigant Consulting, Inc. or Leidos, Inc., perform the calculation at the disputing
party's expense. Such consultant's results shall be binding on the Parties absent
manifest error.
c) Any dispute arising from or relating to this Agreement not resolved by the Parties
under Section 9.2(a) -(b) above shall be arbitrated in Minneapolis, MN. The
arbitration shall be administered by JAMS in accordance with its Comprehensive
Arbitration Rules and Procedures, and judgment on any award may be entered in
any court of competent jurisdiction. If the Parties agree, a mediator may be
consulted prior to arbitration.
ARTICLE 10
CANCELLATION EVENTS; EVENTS OF DEFAULT; REMEDIES
10.1 Cancellation Events.
a) You may cancel all or part of your CSG Allocation relating to a particular Project to
the extent that:
i. Construction of that Project is not completed within thirty-six (36) months of
our receipt of NSP determining that Project's CSG application is complete, as
extended by Force Majeure, and additional Project capacity does not exist;
ii. That Project becomes ineligible, in whole or in part, as a CSG during the Term
and the related SRC Contract is terminated, and additional Project capacity
does not exist; or
iii. You become aware that, due to relocation or other material changes, your
CSG Allocation will no longer satisfy the applicable Eligibility Requirements
and you elect not to sell or transfer, or cannot sell or transfer, your CSG
Allocation to another eligible NSP customer.
b) We may cancel all or part of your CSG Allocation relating to a particular Project to
the extent that:
i. You fail to meet the applicable Eligibility Requirements at any time during the
Term;
ii. Your CSG Allocation is transferred by operation of law as defined in Section
10.7 to an ineligible person or entity and is not sold to an eligible transferee
within the time provided;
iii. Prior to the start of Project construction, we are not able to confirm your
creditworthiness; or
10
iv. Prior to the start of Project construction, we determine to terminate the
development of Project(s) for which your CSG Allocation relates, and
additional Project capacity does not exist.
c) Cancellation will be effective upon written notice by the cancelling Party to the
other Party, including a description of the circumstances giving rise to the
Cancellation Event and the specific portion of CSG Allocation canceled.
10.2 Events of Default. Each of the following events shall be an Event of Default under
this Agreement:
a) A Party breaches any material representation or warranty or fails to perform a
material obligation set forth in this Agreement and does not cure such breach or
failure within thirty (30) days of written notice of the breach from the non -defaulting
Party.
b) With respect to Project Subscriber, failure to make any Subscription Payments
when due, and failure to cure the default within twenty (20) days after written notice
of such failure from Owner.
10.3 Cancellation Remedies.
a) In the case of a cancellation pursuant to Sections 10.1(a)(i) or (ii) or 10.1(b)(iii) or
iv), you will owe nothing with respect to the amount of CSG Allocation cancelled.
b) In the case of a cancellation pursuant to Sections 10.1(a)(iii) or 10.1(b)(i) or (ii)
each, a "Covered Cancellation Event"), you will be responsible for paying the
Cover Cost Amount, if any, with respect to the amount of CSG Allocation
cancelled, subject to the following:
L We will use commercially reasonable efforts for up to one hundred eighty
180) days after such cancellation ("Cancellation Replacement Period") to
secure one or more Eligible Transferee who will subscribe to the entire
cancelled portion of your CSG Allocation at no less than your Subscription
Agreement Rate. If we are successful, your Cover Cost Amount will be zero.
ii. To the extent during the Cancellation Replacement Period we are
unsuccessful in securing one or more Eligible Transferees who will subscribe
to the entire cancelled portion of your CSG Allocation, the Unsubscribed
Energy rate provided for in the CSG Tariff will be used in lieu of a transferee
Subscription Agreement Rate for purposes of determining the Cover Cost
Amount.
c) During the Cancellation Replacement Period and before paying any Cover Cost
Amount or other cancellation related amounts, you will be responsible for making
Subscription Payments s that will be deemed to equal the full amount of your
Subscription Payments s had no cancellation occurred.
d) At the end of the Cancellation Replacement Period, we will determine the Cover
Cost Amount and other amounts owing by you and provide you written notice of
same. These amounts will become due and payable by you within twenty (20)
days of your receipt of this notice.
11
e) After paying the Cover Cost Amount, your remaining Subscription Payments s will
reflect your appropriately reduced CSG Allocation.
f) You will be responsible for reimbursing us for any costs we reasonably incur in
identifying an Eligible Transferee who will subscribe to the cancelled portion of
your CSG Allocation and in the execution of related documentation.
g) Upon cancellation of the entire CSG Allocation, we may terminate this Agreement
in its entirety.
10.4 Default Remedies. In the event a defaulting Party fails to cure an Event of Default
within the applicable cure period, the non -defaulting Party may:
a) With respect to an Event of Default by Project Subscriber:
i. We may terminate this Agreement immediately by notifying you in writing.
ii. We may direct NSP to remove you as a subscriber with respect to the Project,
and you will no longer receive Bill Credits associated with the CSG Allocation.
iii. You will owe the Cover Cost Amount, if any.
1. We will use commercially reasonable efforts for sixty (60) days after your
Event of Default ("Default Replacement Period") to secure one or more
Eligible Transferee who will subscribe to your entire CSG Allocation at
no less than your Subscription Agreement Rate. If we are successful,
your Cover Cost Amount will be zero.
2. To the extent during the Default Replacement Period we are
unsuccessful in securing one or more Eligible Transferee who will
subscribe to your entire CSG Allocation, the Unsubscribed Energy rate
provided for in the CSG Tariff will be used in lieu of a transferee
Subscription Agreement Rate for purposes of determining the Cover
Cost Amount.
iv. You will owe an amount equal to the Subscription Payments s that would have
been payable by you during the Default Replacement Period absent the Event
of Default.
v. At the end of the Default Replacement Period, we will determine the Cover
Cost Amount and other default -related amounts owing by you and provide you
with written notice of same. These amounts will become due and payable
immediately by you upon your receipt of this notice.
vi. You will be responsible for reimbursing us for any costs we reasonably
incurred in attempting to identify an Eligible Transferee and in the execution
of related documentation.
vii. Upon termination of this Agreement, we shall have no further obligations to
you hereunder.
b) With respect to an Event of Default by Owner:
L Prior to the COD of the final Project, you may terminate this Agreement at any
time by notifying us in writing.
ii. After the COD of the final Project, you may terminate this Agreement only if
our default results in your CSG Allocation not producing any Subscribed
Energy for one hundred eighty (180) consecutive days or more.
iii. Upon termination, you shall have no further obligation to us except for
obligations arising or accruing prior to termination.
12
10.5 No Consequential Damages. No Party shall be liable to the other Party for any
indirect, special, punitive, exemplary, incidental, or consequential damages, whether arising in
contract, tort, under statute, or in equity, and each Party waives its rights to any such damages.
In no event will the Cover Cost Amount constitute, or be deemed to constitute, indirect, special,
punitive, exemplary, incidental, or consequential damages.
10.6 No Warranty; Exclusive Remedies. NO WARRANTY OR REMEDY, WHETHER
STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY.
The remedies set forth in this Agreement shall be the Parties' sole and exclusive remedies for
any claim or liability arising out of or in connection with this Agreement, whether arising in contract,
tort (including negligence), strict liability or otherwise.
10.7 Involuntary Transfers. Upon transfer of title or control of the Eligible Address or
your CSG Allocation, or portion thereof, due to bankruptcy, foreclosure or operation of law for
other reasons, you or the transferee must notify Owner immediately. During any period of time in
which a trustee, receiver, or creditor is in possession of the Eligible Address and assumes
responsibility as the account -holder with NSP at the Eligible Address, such transferee shall be
deemed to have succeeded to your rights and obligations under this Agreement at the Eligible
Address during the period of its possession. Upon the transfer of title to the property at the Eligible
Address and the CSG Allocation to a creditor or other third party, the transferee shall notify Owner
of the transfer. If the transferee(s) meet all relevant Eligibility Criteria, the transfer shall be treated
as a sale or transfer of the CSG Allocation to such transferees upon completion of the conditions
set forth in Section 6.2. If the transferee does not meet the transfer conditions, then the
transferee(s) shall be required immediately to sell or transfer the CSG Allocation or applicable
portion to an eligible buyer in accordance with Section 6.2.
ARTICLE 11
MISCELLANEOUS
11.1 Notices. Notices, or other documents required orpermitted bythis Agreement must begivenby
personal delivery, reputable overnight courier, email, or U.S. certified mail postage prepaid and
shall be sent to the respective parties at the address listed on the first page of this Agreement.
Notice shall be deemed delivered (i) the day of delivery, if delivered by hand during the receiving
party's regular business hours or by e-mail before or during the receiving party's regular business
hours, (ii) upon the date of actually delivery or refusal shown on the courier's delivery receipt if
sent by overnight courier, and (iii) on the fourth business day after deposit in the U.S. mail if sent
by certified mail. Any party may change the address for notice by notice to the other party.
11.2 No Third Party Beneficiaries. Nothing in this Agreement shall be construed to
create any duty to, or standard of care with reference to, or liability to, any person not a party to
this Agreement. Excepting the rights of Financing Parties and assignees expressly provided for
herein, no provision of this Agreement is intended to nor shall it in any way provide any rights to
any third party or inure to the benefit of any third party so as to constitute any such person a third
party beneficiary under this Agreement, or of any one or more of the terms of this Agreement, or
otherwise give rise to any cause of action in any person not a party to this Agreement.
11.3 Entire Agreement; Amendments. It is mutually understood and agreed that this
Agreement, and the Exhibits attached hereto, constitutes the entire agreement between Project
Subscriber and Owner and supersedes any and all prior oral or written understandings,
13
representations or statements, and that no understandings, representations or statements, verbal
or written, have been made which modify, amend, qualify or affect the terms of this Agreement.
This Agreement may not be amended except in a writing executed by both parties; provided,
however, that, Owner may amend Project and Project Site information and allocate your CSG
Allocation among Projects and Project Sites (prior to relevant CODs) without Project Subscriber's
prior consent.
11.4 Governing Law. This Agreement is made in Minnesota and shall be governed by
the laws of the State of Minnesota.
11.5 SRC Contract and CSG Tariff. This Agreement contains summaries of, and makes
reference to, certain provisions of the SRC Contract and CSG Tariff. While we believe these
summaries and references to be accurate and fair, any conflict between such summaries and
references shall be resolved in favor of the relevant provisions contained in SRC Contract and
CSG Tariff. You are urged to review these documents.
11.6 Waiver. Neither Party shall be deemed to have waived any provision of this
Agreement or any remedy available to it unless such waiver is in writing and signed by the Party
against whom the waiver would operate. Any waiver at any time by either Party of its rights with
respect to any matter arising in connection with this Agreement shall not be deemed a waiver with
respect to any subsequent or other matter.
11.7 Relationship of Parties. The duties, obligations and liabilities of each of the Parties
are intended to be several and not joint or collective. This Agreement shall not be interpreted or
construed to create an association, joint venture, fiduciary relationship or partnership between the
Parties or to impose any partnership obligation or liability or any trust or agency obligation or
relationship upon either Party. Owner and Project Subscriber shall not have any right, power, or
authority to enter into any agreement or undertaking for, or act on behalf of, or to act or be an
agent or representative of, or to otherwise bind, the other Party.
11.8 Severability. Should any provision of this Agreement be or become void, illegal or
unenforceable, the validity or enforceability of the other provisions of the Agreement shall not be
affected and shall continue in full force. The Parties will, however, use commercially reasonable
efforts to agree on the replacement of the void, illegal or unenforceable provisions with legally
acceptable clauses which correspond as closely as possible to the sense and purpose of the
affected provision and the Agreement as a whole.
11.9 Counterparts. This Agreement may be executed in two or more counterparts and
by different parties on separate counterparts, all of which shall be considered one and the same
agreement and each of which shall be deemed an original.
11.10 Data Practices. Owner or applicable Project Owner must comply with the
Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all
data provided by Project Subscriber pursuant to this Subscription Agreement, and (2) all data,
created, collected, received, stored, used, maintained, or disseminated by Owner or applicable
Project Owner pursuant to this Subscription Agreement. Owner or applicable Project Owner is
subject to all the provisions of the Minnesota Government Data Practices Act, including but not
limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government
entity. In the event Owner or applicable Project Owner receives a request to release data, Owner
or applicable Project Owner must immediately notify Project Subscriber. Project Subscriber will
give Owne or applicable Project Ownerr instructions concerning the release of the data to the
requesting party before the data is released. Owner or applicable Project Owner agrees to
14
defend, indemnify, and hold Project Subscriber, its officials, officers, agents, employees, and
volunteers harmless from any claims resulting from Owner's or applicable Project Owner's
officers', agents', partners', employees', volunteers', assignees' or subcontractors' unlawful
disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation
or termination of this Subscription Agreement.
SIGNATURE PAGES TO FOLLOW)
15
The City of Lakeville Walcott Solar LLC
i - 109101R! ,W,
Printed Name: Douglas P. Anderson Printed Name:
Title: Mayor
Charlene Friedges, City
Date: February 19, 2019
Title:
Date:
16
EXHIBIT A
DEFINITIONS
1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders
issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a
governmental authority which is applicable to the Project, Owner, Subscribers, CSGs or this
Agreement.
2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to
specific classes of NSP customers to be used for determining a Subscriber's Bill Credit.
3. Cancellation Event. One or more event described in Section 10.1(a) -(b).
4. Cover Cost Amount.
a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive
difference, if any, of:
i. the net present value (using a discount rate of 4%) of the projected
payments by you over the Term post -transfer with respect to the transferred
portion of your CSG Allocation, had this Agreement remained unchanged
for the remaining Term (plus any other amounts previously accrued and
owed by you); minus
ii. the net present value (using a discount rate of 4%) of the projected
payments to be made by your transferee with respect to the transferred
portion of your CSG Allocation over the remaining Term.
b) With respect to a Covered Cancellation Event, the positive difference, if any, of:
i. the net present value (using a discount rate of 4%) of the projected
payments by you over the Term post -cancellation with respect to the
cancelled portion of your CSG Allocation, had this Agreement remained
unchanged for the entire Term (plus any other amounts previously accrued
and owed by you); minus
ii. the net present value (using a discount rate of 4%) of the projected
payments to be made by an Eligible Transferee (or, as applicable, by NSP
for the Unsubscribed Energy associated with the portion CSG Allocation
not transferred) with respect to the cancelled portion of your CSG Allocation
over the remaining Term.
c) With respect to an Event of Default by you, the positive difference, if any, of:
i. the net present value (using a discount rate of 4%) of the projected
payments by you over the Term post -default, had this Agreement remained
unchanged with respect to your entire CSG Allocation for the entire Term
plus any other amounts previously accrued and owed by you); minus
ii. the net present value (using a discount rate of 4%) of the projected
payments to be made by an Eligible Transferee (or, as applicable, by NSP
for the Unsubscribed Energy associated with the portion CSG Allocation
not transferred) with respect to the entire CSG Allocation over the
remaining Term.
5. CSG Tariff. The Solar Rewards Community Program tariff of NSP's rate book, as amended
or updated and any successor thereto.
17
6. Eligible Address. A Subscriber's NSP service address that meets the Eligibility
Requirements.
7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements
and meets the conditions set for in Section 6.2(a) -(e)
8. Financing Party. A person or persons providing construction or permanent financing in
connection with construction, ownership, operation and maintenance of the Project, or if
applicable, any person to whom the ownership interest in the Project has been transferred,
subject to a leaseback of the Project from such person.
9. JAMS. JAMS, formerly known as Judicial Arbitration and Mediation Services, Inc.
10. MPUC. Minnesota Public Utilities Commission.
11. NSP. Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc.
12. Subscription Agreement Rate. A dollar amount per kilowatt-hour with respect to the
Subscribed Energy produced by Project Subscriber's CSG Allocation, as set forth in Section
1.5(a), used for determining Project Subscriber's Subscription Payments.
13. Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege,
sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges,
or other similar charges, but does not include any income taxes imposed on Owner for
payments made by you and received by us under this Agreement.
Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be
resolved in favor of the meaning given to such term in the SRC Contract.
18
EXHIBIT B
PROJECTS) AND PROJECT SITES)
Walcott Solar, LLC
24230 Albers Ave, Faribault, MN 55021
SRC 041077
SRC 041078
SRC 041079
SRC 041080
EXHIBIT C
BILL CREDIT TYPES, CUSTOMER ACCOUNTS, AND SUBSCRIBER RATE
Account Number
51-4476021-6
51-4476021-6
51-4476021-6
51-4476021-6
51-4476021-6
51-4476021-6
51-4476021-6
51-4476021-6
51-4476021-6
51-8034048-5
51-8034048-5
51-8034048-5
51-8034048-5
51-8034048-5
51-8034048-5
51-0012014022-0
51-0012014022-0
51-0012014022-0
51-0012014022-0
51-0012014022-0
51-0012014022-0
51-0012014022-0
51-5924012-7
51-5924012-7
51-5924012-7
51-5924012-7
51-5924012-7
51-5924012-7
51-4476021-6
51-4476021-6
Premise Number
302811148
303011966
302556224
302813217
302992643
302935258
304097459
302380131
303512343
304058491
302817965
303692516
303195125
303119760
303695768
304710080
304182794
303273922
302877661
303632278
302406006
303834272
302230049
302319413
302637891
303355011
303389947
303433778
303964291
302327155
Account Type
General Service
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
General Service
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
General Service
General Service
General Service
General Service
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
General Service
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Municipal Pump Svc.
General Service
Sm Gen Svc (Metered)
General TOD kWh Metered
General Service
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
Sm Gen Svc (Metered)
General Service subscription rate: $0.1240/kWh
Small General Service subscription rate: $0.1240/kWh
20
Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits
will create any specific amount of economic benefit at any time or over any period of time or over
the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic
benefit to you. The estimate of potential benefits contained herein are based on a number of
assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in
place, NSP's retail electrical rates, and a number of other factors beyond the control of Owner.
Any estimate by Owner herein or elsewhere given to Project Subscriber as to any expected benefit
to Project Subscriber from the Bill Credits at any time or over any period of time is purely an
estimate based on the information available to Owner and related assumptions at the time and is
not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill
Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or
over any period of time, or over the Term of the Agreement.
21
1A3-IT:IItl 7
ESTIMATE OF SUBSCRIBED ENERGY
Up to 1,680,644 kWh in year 1.
Production. Owner makes no representation or warranty as to the likelihood that the Project will
generate any specific amount of electricity or sufficient electricity so as to create any specific or
minimum Bill Credits to Project Subscriber during any period of time or over the Term of the
Agreement as a whole. The production estimate described herein is based on a number of
assumptions about expected solar insolation at the Project Site, and performance of the modules
and other Project equipment, the accuracy of production estimating software and other factors
affecting possible production which are not within the control of Owner. Circumstances
experienced at the Project will deviate from historical data and other assumptions and projections.
The actual production of energy of electricity by the Project and delivery of energy, including
Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather,
equipment failures, curtailments or outages by NSP, Force Majeure events, and other events
beyond the control of Owner. The production estimate and any other estimate communicated by
Owner to Project Subscriber of expected energy production from the Project at any time or over
any period of time is purely an estimate based on the information available to Owner at the time
and is not a guarantee that any such production will occur or that any particular amount of
Subscribed Energy will be received by Project Subscriber at any time or over any period of time,
including the Term of this Agreement.
22
EXHIBIT E
SUBSCRIPTION AGREEMENT RATE SCHEDULE
Production
Month
General Service Accounts Small General Service
Accounts
1 - 12 0.1240/kWh 0.1240/kWh
13-24 0.1240/kW h 0.1240/kW h
25-36 0.1240/kW h 0.1240/kW h
37-48 0.1240/kW h 0.1240/kW h
49-60 0.1240/kW h 0.1240/kW h
61 -72 0.1240/kW h 0.1240/kW h
73-84 0.1240/kW h 0.1240/kW h
85-96 0.1240/kW h 0.1240/kW h
97-108 0.1240/kW h 0.1240/kW h
109-120 0.1240/kWh 0.1240/kWh
121-132 0.1240/kWh 0.1240/kWh
133-144 0.1240/kWh 0.1240/kWh
145-156 0.1240/kWh 0.1240/kWh
157-168 0.1240/kWh 0.1240/kWh
169-180 0.1240/kWh 0.1240/kWh
181-192 0.1240/kWh 0.1240/kWh
193-204 0.1240/kWh 0.1240/kWh
205-216 0.1240/kWh 0.1240/kWh
217-228 0.1240/kWh 0.1240/kWh
229-240 0.1240/kWh 0.1240/kWh
241-252 0.1240/kWh 0.1240/kWh
253-264 0.1240/kWh 0.1240/kWh
265-276 0.1240/kWh 0.1240/kWh
277-288 0.1240/kWh 0.1240/kWh
289 - 300 0.1240/kWh 0.1240/kWh
23
EXHIBIT F
FORM OF SRC CONTRACT
This is a standard contract from Xcel (template can be found on Xcel's website at
https://www.xcelenergy.com/staticfiles/xe/Marketing/Files/MN-SRC-Standard-Contract.pdf). To
be executed and inserted as Projects near construction.
24
EXHIBIT G
FORM OF AGENCY AGREEMENT
This is a standard contract from Xcel (template can be found on Xcel's website at
https://www.xcelenergy.com/staticfiles/xe/Marketing/Files/MN-SRC-Subscriber-Agency-
Agreement.pdf). To be executed and inserted as Projects near construction.
25
EXHIBIT H
PROJECT SUBSCRIBER DATA
1. Project Subscriber (name as shown on NSP account): City of Lakeville
2. NSP service address (Eligible Address): See Attachment
3. NSP account number: See Attachment
26
ny-1996574
EXHIBIT B
COPY OF AGENCY AGREEMENT