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HomeMy WebLinkAbout6.i. Solar Garden Subscription Agreement EXECUTIVE SUMMARY City Council Regular Meeting: July 18, 2017 AGENDA ITEM: Solar Garden Subscription Agreement AGENDA SECTION: Consent PREPARED BY: Anthony Nemcek, Planner AGENDA NO. 6.i. ATTACHMENTS: Subscription Proposal, Subscription Contract APPROVED BY: LJM RECOMMENDED ACTION: Motion to approve the subscription agreement with ReneSolar and authorize the Mayor and Clerk to enter into the agreements. SUMMARY Staff has been approached by ReneSolar regarding a solar subscription opportunity that, if approved, will bring the total percentage of the City’s energy load that is allocated to solar subscriptions from approximately 42% to 60%. The idea of increasing the City’s solar subscriptions was discussed at the work session in July. The subscription offers a fixed rate that will remain static throughout the term of the contract. That rate paid to ReneSolar is lower than the bill credit given by Xcel Energy which results in an estimated net present value of the savings that will result from this subscription of $1,191,628 over 25 years. The City’s attorney has reviewed the contract and had no major concerns that should prohibit the City from entering into this agreement. The first of five contracts is included in the attachments. All agreements will be identical except the project company will change to Dundas Solar 2, 3, 4, and 5, respectively. Subscription Size Terms Estimated Net Present Value of Savings 700 kW $0.1130/kWh, fixed $1,191,628 BACKGROUND Since November of 2015, the City has entered into solar subscriptions with three different providers. The terms of the subscription contracts vary. One of the subscriptions is indexed to the bill credit from Xcel Energy, one is a fixed rate, and another begins with a base rate that escalates annually by 1%. From a risk standpoint, fixed rate subscriptions are the lowest risk due to the fact that the rate stays the same the entire duration of the contract even as the cost of other sources of energy increases. RECOMMENDATION Staff is recommending a motion to approve the subscription agreement with ReneSolar and authorize the Mayor and Clerk to enter into the agreements. 1 Confidential – Do NOT Distribute June 13, 2017 To: Anthony Nemcek City of Rosemount 2875 145th Street Rosemount, MN 55068 Ph. 651-322-2090 From: Ben Ransom ReneSola Energy, Inc. 673 Ashland Ave Saint Paul, MN 55104 (651) 734-5527 Ben.Ransom@ReneSola.com Re: ReneSola Community Solar Garden Subscription Proposal Dear Mr. Nemcek, Thank you for the opportunity to present our Community Solar Garden (CSG) subscription offering to you. We are pleased to offer the following subscriber price and terms: • Target subscription: 1,250,000 kWh (~0.7 MW AC garden capacity), which is about 20% of the City’s total energy usage. This would put your cumulative subscription level at 60% • Upfront cost: $0 • Maintenance cost: $0/year • Term: 25 years • Year 1 rate: $0.1130/kWh with a 0% escalator • Year 1 bill credit: $0.12296/kWh for Xcel General Service; Small General Service rate is higher and the actual bill credit will be determined after analyzing actual subscriber Xcel invoices • Current electricity rates: Not applicable, the subscriber benefit amount is independent of the current electricity rates that the subscriber is currently paying Xcel • Pricing and savings, assuming 2.6% CSG escalator and 2% inflation rate: Year 1 price ($/kWh) Annual escalator (%) Estimated cumulative benefit over 25 years ($) Estimated NPV over 25 years ($) Option 1 $0.1130 0.000% $1,649,194.10 $1,191,628 1300 Clay Street, Suite 550, Oakland, CA 94612 2 Confidential – Do NOT Distribute The following graph illustrates the Xcel bill credit estimated increase at 2.6% per year compared to your subscriber rate paid to the solar garden: $0.10 $0.15 $0.20 $0.25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Savings Graph Bill Credit Option 1 3 Confidential – Do NOT Distribute The following table shows the estimated annual and cumulative savings of your subscription incorporating an industry standard 0.5% annual system degradation: Year Subscriber Rate - Option 1 ($/kWh) CSG Rate - Bill Credit ($/kWh) Estimated Subscriber Load Offset (kWh) Cost/Benefit Option 1($) 1 $0.1130 $0.1230 1,250,000 $12,450.00 2 $0.1130 $0.1260 1,243,750 $16,229.45 3 $0.1130 $0.1292 1,237,531 $20,085.46 4 $0.1130 $0.1325 1,231,344 $24,020.03 5 $0.1130 $0.1359 1,225,187 $28,035.20 6 $0.1130 $0.1394 1,219,061 $32,133.06 7 $0.1130 $0.1429 1,212,966 $36,315.74 8 $0.1130 $0.1466 1,206,901 $40,585.43 9 $0.1130 $0.1504 1,200,866 $44,944.40 10 $0.1130 $0.1543 1,194,862 $49,394.93 11 $0.1130 $0.1584 1,188,888 $53,939.39 12 $0.1130 $0.1625 1,182,943 $58,580.20 13 $0.1130 $0.1668 1,177,029 $63,319.83 14 $0.1130 $0.1712 1,171,143 $68,160.81 15 $0.1130 $0.1757 1,165,288 $73,105.76 16 $0.1130 $0.1804 1,159,461 $78,157.34 17 $0.1130 $0.1852 1,153,664 $83,318.27 18 $0.1130 $0.1902 1,147,896 $88,591.36 19 $0.1130 $0.1953 1,142,156 $93,979.47 20 $0.1130 $0.2005 1,136,445 $99,485.54 21 $0.1130 $0.2060 1,130,763 $105,112.59 22 $0.1130 $0.2115 1,125,109 $110,863.69 23 $0.1130 $0.2173 1,119,484 $116,742.01 24 $0.1130 $0.2232 1,113,886 $122,750.79 25 $0.1130 $0.2293 1,108,317 $128,893.35 *Note: Xcel’s Applicable Retail Rate (the “ARR” Credit Rate) will change yearly to reflect Xcel Energy’s overall revenue and sales. For purposes of this Cash Flow analysis, ReneSola has assumed that the credit rate escalates at 2.6% per year. ReneSola cannot guarantee this escalation rate and makes no representation that actual cash flow will match estimated cash flow. 4 Confidential – Do NOT Distribute Other Benefits Our subscription offer provides other benefits for the City of Rosemount: Locality: Our 5MW Rice County garden is in the city of Northfield and can fully offset the proposed 1,250,000 kWh of estimated load. Deliverability: The above-mentioned project has Xcel SRC applications in good standing order that will expire in January 2018. We have fully executed disputes-free Interconnection Agreements and encumbrances-free Conditional Use Permits. We have financing lined up for construction and will commence construction this summer/fall for a 2017 Commercial Operation Date (COD). Credibility: ReneSola is a twelve-year old reputable NYSE-listed global solar company with over $1 Billion annual revenue. We have been successfully developing and constructing solar projects around the world for many years with 1 GW of pipeline and have a substantial amount of CSGs under development in Minnesota. We are working with local property owners, subscribers, development services, engineering, surveyors, legal counsels, sales, marketing, manufacturers, construction, landscapers, consultants, and other partners to benefit the communities of Minnesota. Transact-ability: As of today, we have sufficient capacity in our gardens to support City of Rosemount’s demand. As you are aware, CSG capacity, especially at these multi-MW facility rates, is in limited supply and will reach full subscription status quickly. We have pre-approved the City of Rosemount as a subscriber with our finance team to expedite the subscription process. We have a team of local and headquarter-based employees to support your staff and will be happy to answer any questions you may have. Thank you Anthony in advance for your time in reviewing our proposal and we look forward to your positive feedback. Sincerely, Ben Ransom Business Development Manager ReneSola 673 Ashland Ave Saint Paul, MN 55104 (651) 734-5527 Ben.Ransom@ReneSola.com 5 Confidential – Do NOT Distribute MORE ABOUT CSGs ReneSola is offering subscriptions for the energy produced by our CSGs in Minnesota. The only key requirements for eligibility are: 1) You must be an Xcel account holder, and 2) You must be in the county or in the adjacent county to the CSG. Once you become a subscriber, you will continue to pay Xcel electricity bills. Xcel energy will credit your electricity bill for the actual amount of energy produced by your subscribed capacity, referred to as the CSG rate. In accordance with the rules of the Community Solar Garden Program as established by the MN State Legislature and Public Utilities Commission, the size of the subscription is determined as a percentage of a garden’s capacity based on three key factors: 1) maximum of 120% of a subscriber’s twenty-four months’ average annual usage, 2) the percentage of capacity that is available in a solar garden, up to 40% for any subscriber, and 3) the subscription size desired by a subscriber, within the allowable limits. For example, a 5 MW AC garden may have a nominal capacity to produce 9,100,000 kWh per year. If a subscriber opts to subscribe to the maximum 40% of a garden, that equates to 9,100,000 x 0.4 = 3,640,000 kWh. 120% average usage would be 3,640,000 x 1.2 = 4368000 kWh. Actual kWh will vary depending on factors such as weather conditions and will decline each year due to system degradation, but the subscription will be for 40% of the actual solar garden output. This output determines the amount you are billed for by ReneSola and what you are credited for on your electric bill by Xcel. A subscriber may subscribe to multiple gardens to achieve their desired kWh target. The difference between the rate the subscriber pays to ReneSola and the credit on the subscriber’s bill is the subscription benefit. Unless the CSG rate drops below the subscriber rate, the subscription benefit will represent savings associated with your subscription, essentially lowering your energy costs. 6 Confidential – Do NOT Distribute Founded in 2005, and listed on the New York Stock Exchange in 2008, ReneSola (NYSE: SOL) is an international leading brand and technology provider of energy efficient products and power solutions. Leveraging its global presence and expansive distribution and sales network, ReneSola is well positioned to provide its highest quality green energy products and on-time services for EPC, installers, and green energy projects around the world. Why do we do what we do? Why do we make the effort? Because it’s important. At ReneSola, we are focused on improving everything we do. W e are also continually developing new product lines and services to provide additional value to our portfolio of green energy offerings. Our strong portfolio of world-class products and services gives us a competitive edge in global markets. ABOUT US 7 Confidential – Do NOT Distribute CORPORATE EXCELLENCE 8 Confidential – Do NOT Distribute Partnering with leading utilities, commercial and industrial owners/developers in the US: PARTNER REFERENCES 9 Confidential – Do NOT Distribute CSG PORTFOLIO – MINNESOTA Northfield – 5 MW AC – Community Solar Garden – Ready for Construction U.S. PROJECT REFERENCES 10 Confidential – Do NOT Distribute Waterville – 5 MW AC – Community Solar Garden – Ready for Construction Our Waterville project is located in Le Sueur County. Other gardens under development and construction in Anoka, Carver, Chisago, Rice, McLeod, Nicollet, Sherburne, and many more counties. 11 Confidential – Do NOT Distribute MSP T1 – 1.5 MW DC - MINNESOTA ReneSola Modules at Ameresco’s MSP International Airport project Reference: https://www.xcelenergy.com/staticfiles/xe- responsive/Energy%20Portfolio/Renewable%20Energy/Renewable%20Development%20Fund/R DF- MAC-Final-Report.pdf 12 Confidential – Do NOT Distribute FLOYD ROAD – 5 MW AC – NORTH CAROLINA ReneSola Modules with Single-Axis Tracker 13 Confidential – Do NOT Distribute HOLYOKE – 2 x 500 kW AC – MASSACHUSETTS ReneSola Modules with Fixed-Tilt Racking 14 Confidential – Do NOT Distribute RP-NC – PORTFOLIO – 20 MW AC – NORTH CAROLINA Dabestani – 2 MW AC – Green-field Development – Ready for Construction Goins – 1 MW AC – Green-field Development – Ready for Construction 15 Confidential – Do NOT Distribute ReneSola Provides Solid Outlook for Project Business SHANGHAI, March 8, 2017 /PRNewswire/ -- ReneSola Ltd ("ReneSola" or the "Company") (www.renesola.com) (NYSE: SOL), a leading fully-integrated solar project developer and provider of energy-efficient products, today provided an updated outlook for its project business. The Company currently has approximately 335 MW of projects that are under construction and plans to construct over 550 MW in 2017. During the construction phase, the projects will be financed by construction loans and also funded by the payment installments from the buyers. The table below sets forth our project pipeline by location: In the U.S., the Company plans to construct 108 MW of projects in 2017, of which 70 MW are community solar projects. The projects are located in California, North Carolina and Minnesota. In the U.K., the Company intends to construct approximately 14 MW of projects this year, of which 10 MW are under the 1.2 Renewable Obligation Certificate (ROC) program and expected to be connected to the grid in March 2017. In January 2017, the Company won 13 solar utility projects in southern Poland, each with an installed capacity of 1 MW. The projects are eligible for a guaranteed tariff of PLN 408.8/MWh under a 15-year power purchase agreement and are expected to be connected to the grid by December 2017. In Canada, the Company plans to construct approximately 9 MW of small-scale utility projects under the Feed-in Tariff (FiT) 3.0 in the current calendar year. In Turkey, the Company intends to construct 13 MW of projects this year. All of the projects are unlicensed, thus qualifying for the Feed-in-Tariff (FiT) of $134/Mwh. As of January 31, 2017, the Company had over 393 MW of solar rooftop projects in "shovel-ready" stage in China. All of the projects have been filed with National Development and Reform Commission, and the Company has obtained legal rights to develop these projects. The projects are located in Zhejiang, Project Location Projects to be Constructed in 2017 (MW) Projects Under Construction (MW) USA 108 6.8 UK 14.3 9.9 Poland 13 -- Canada 8.9 -- Turkey 12.7 12.7 France 2.3 2.3 China DG 393 303 Total 552.2 334.7 PRESS RELEASES 16 Confidential – Do NOT Distribute Jiangsu, Anhui, Jiangxi, Shandong, Hubei, Henan, Hebei, Shanxi, Fujian and Guangdong Provinces. The Company plans to commence construction of all of these projects within the current calendar year. Xianshou Li, Chairman and Chief Executive Officer of ReneSola, commented: "We now anticipate fewer external module shipments in the first quarter of 2017 as we had redirected more module sales to our own downstream projects. That said, we expect project sales to pick up in the second quarter. Overall, we remain optimistic about our project development business. W e continue to gain traction in the domestic Chinese distributed generation market and remain focused on executing our efforts in developed markets which are expected to have stable returns and healthy cash flow. We look forward to further growing this business in the quarters ahead." About ReneSola Founded in 2005, and listed on the New York Stock Exchange in 2008, ReneSola (NYSE: SOL) is an international leading brand and technology provider of energy efficient products. Leveraging its global presence and expansive distribution and sales network, ReneSola is well positioned to provide its highest quality green energy products and on-time services for EPC, installers, and green energy projects around the world. For more information, please visit www.renesola.com. Safe Harbor Statement This press release contains statements that constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Whenever you read a statement that is not simply a statement of historical fact (such as when the Company describes what it "believes," "plans," "expects" or "anticipates" will occur, what "will" or "could" happen, and other similar statements), you must remember that the Company's expectations may not be correct, even though it believes that they are reasonable. The Company does not guarantee that the forward-looking statements will happen as described or that they will happen at all. Further information regarding risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements is included in the Company's filings with the U.S. Securities and Exchange Commission, including the Company's annual report on Form 20-F. The Company undertakes no obligation, beyond that required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even though the Company's situation may change in the future. For investor and media inquiries, please contact: In China: ReneSola Ltd Ms. Rebecca Shen +86 (21) 6280-9180 x106 ir@renesola.com The Blueshirt Group Asia Mr. Gary Dvorchak, CFA +86 (138) 1079-1480 gary@blueshirtgroup.com 17 Confidential – Do NOT Distribute In the United States: The Blueshirt Group Mr. Ralph Fong +1 (415) 489-2195 ralph@blueshirtgroup.com To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/renesola- provides-solid-outlook-for-project-business-300420169.html SOURCE ReneSola Ltd.          1   SUBSCRIPTION AGREEMENT This Subscription Agreement, as amended from time to time (the “Agreement”), is entered into this ____ day of _____________, 2017 by and between Dundas Solar I, LLC, a Minnesota limited liability company (together with its successors and assignees, “Owner”) and City of Rosemount, Minnesota, a political subdivision of the State of Minnesota (together with any permitted transferees, “Subscriber”). RECITALS 1. Owner is engaged in the business of developing, constructing and operating community solar gardens as defined in Minn. Stat. Section 216B.1641 (2013) and related rules, regulations, orders, and tariffs (each, a “CSG”). Owner is developing a solar photovoltaic facility approximately 1 MW (AC) in size to be located on real property in Northfield, Minnesota (the “Project”). Subscriber is a retail electric customer of Northern States Power Company d/b/a Xcel Energy (“Xcel”), receiving service at the address or addresses set forth in Exhibit B. 2. Subscriber wishes to acquire bill credits associated with energy produced by 187,970 watts (DC) of the nameplate capacity of the Project. 3. Subscriber and Owner wish to enter into this Agreement to confirm Subscriber’s participation in the Project and the terms and conditions for that participation. NOW, THEREFORE, in consideration of the above recitals, the mutual promises set forth below, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, Owner and Subscriber agree as follows: AGREEMENT ARTICLE 1 SUBSCRIPTION 1.1 Subscription. Owner agrees to sell and Subscriber agrees to purchase the right to receive Bill Credits (“Subscription”) associated with the Energy Production of a portion of the Project which consists of 14% of the nameplate capacity of the Project or 187,970 watts (DC) (the “Allocation”). 1.2 Term. This Agreement shall be effective upon its execution and delivery by Owner and Subscriber and shall continue until the date that is twenty-five (25) years after the Commercial Operation Date, unless earlier terminated in accordance with its terms (the “Term”). 1.3 Allocation and Subscription. Subject to Subscriber’s initial and continuing eligibility (as defined in Section 2.1), Subscriber’s Allocation entitles it to receive Bill Credits against its monthly retail electrical bill from Xcel equal to (i) the Subscriber Energy for each production month during the Term, multiplied by (ii) the then-current CSG Rate. 1.4 CSG Rate. For Subscriber’s rate class (as shown in Exhibit B) and the Project size, the current 2017 CSG Rate is $0.12296 / kWh. The CSG Rate also includes payment for sale to Xcel of RECs associated with the Energy Production. The CSG Rate will be adjusted annually during the Term to reflect increases or decreases approved by the Minnesota Public Utilities Commission (“MPUC”).          2   1.5 Ownership Limitation. Subscriber’s Subscription entitles it only to the Bill Credits described in Section 1.3. Subscriber is not purchasing, and Owner is not selling or transferring to Subscriber: (A) any ownership or lien in any solar modules or other tangible component of the Project; (B) any ownership or membership interests or rights in Owner or any entity which may own the Project or any financial rights or distributions associated with such ownership; (C) any right to any payment by Xcel to Owner with respect to Unsubscribed Energy or related RECs; (D) any rights in any other contract relating to the Project or to which Owner may be a party; (E) any right to manage, direct, control or operate the Project or Owner; or (F) any RECs. ARTICLE 2 SUBSCRIBER ELIGIBILITY 2.1 Eligibility Requirements. Subscriber’s Subscription and its eligibility to receive, and continue to receive, the Bill Credits to be acquired by this Agreement is expressly conditioned upon Subscriber meeting the following criteria and any other eligibility criteria outlined in Applicable Laws (“Subscriber Eligibility Criteria”) at all times during the Term: (a) Subscriber must receive retail electric service from Xcel at a service address located within Rice County or a contiguous county (Dakota) (the “Eligible Address”) and the Bill Credits must be applied to the Xcel account(s) of Subscriber at the Eligible Address. (b) Subscriber’s Allocation can account for no more than forty percent (40%) of the capacity of the Project. (c) The estimated Subscriber Energy (together with the subscribed energy from any other subscriptions Subscriber may have in other CSGs) cannot exceed one hundred and twenty percent (120%) of Subscriber’s average annual energy usage for the most recent 12 months from the prior 24 months (if available) at the Eligible Address, which is calculated by Xcel at the time the Subscriber is entered into the Xcel system (“Usage Limit”). 2.2 Energy Use Changes. If Subscriber’s electrical energy usage at the Eligible Address declines or increases during the Term due to ordinary changes in usage patterns, installation or use of energy conservation measures (other than electrical generation equipment for net metering), renovations, expansions, or similar circumstances, the Usage Limit will not be modified to reflect any resulting change in usage. If Subscriber moves, or transfers the Subscription to a transferee at another address, usage history for the new address will be used to establish a new Usage Limit. 2.3 Eligibility Data. Owner will assist Subscriber in evaluating its compliance with the Subscriber Eligibility Criteria and Usage Limit and will submit all eligibility data to Xcel. Subscriber acknowledges that the eligibility data contained in Exhibit B is accurate and that Owner may use the data, as well as Subscriber’s electric bills or usage data for the most recent 24 months at the Eligible Address, to determine Subscriber eligibility and may submit the data to Xcel for          3   purposes of Xcel’s confirmation of Subscriber’s eligibility up to the full amount of its Subscription. Subscriber agrees to provide Owner and Xcel with any additional information requested by Owner or Xcel to determine, verify, or approve Subscriber’s eligibility at any time during the Term, and to execute any separate authorization in this respect which Xcel may require. 2.4 Eligibility Determination. Owner will inform Subscriber of Xcel’s determination of Subscriber’s eligibility and Usage Limit. In the event that Xcel determines in an initial decision (i) that Subscriber is not eligible, or (ii) Subscriber’s Usage Limit is lower than the amount set forth in Exhibit B by an amount which limits Subscriber’s ability to use the full Subscription acquired in this Agreement, Owner and Subscriber will either terminate this Agreement in accordance with Section 10.1 or amend the Agreement to modify Subscriber’s Subscription and Allocation to correspond to the revised Usage Limit. 2.5 Subscription Data. Subject to the confidentiality and privacy provisions of Section 8.1, and if necessary for Owner or its Financiers to confirm Subscriber’s creditworthiness, Subscriber agrees to provide Owner with reasonable credit information. 2.6 Agency Agreement. Owner will enter into a Standard Contract for Solar*Rewards Community (“SRC Contract”) with Xcel with respect to the Project, which will govern the terms for sale of the Energy Production to Xcel. Attached to the SRC Contract will be a subscriber agency agreement and consent form (“Agency Agreement”) that Subscriber will be required to sign setting forth details of data access and use and notice information for questions and disputes about the Subscription, Project and related bill credits. The form of the Agency Agreement is attached as Exhibit E. ARTICLE 3 SUBSCRIPTION PAYMENT 3.1 Subscription Payments. (a) Each twelve (12) month period beginning with the Commercial Operation Date and each anniversary of the Commercial Operation Date shall be a Subscription Year. Beginning with the first Subscription Year, Subscriber shall pay to Owner monthly payments of $0.1130 kWh (“Subscriber Rate”) for Energy Production allocated to Subscriber pursuant to its Subscription (each a “Subscription Payment”). (b) The Subscriber Rate for each Subscription Year after the first Subscription Year shall escalate 0%. (c) Owner shall invoice Subscriber monthly for the Energy Production attributable to Subscriber during the prior month. Subscriber’s Subscription Payments will be due within twenty (20) days of the date of the invoice. 3.2 Delinquent Payments. If Subscriber fails to pay any amount due Owner hereunder, in full, by the scheduled due date, Subscriber will be charged interest on the outstanding balance accruing at the rate of five (5) percent per annum until the balance is paid in full. 3.3 No Additional Funds. The Subscription Payments represent full payment by Subscriber for the corresponding Subscription for the applicable month, and Owner shall not have any right to          4   compel Subscriber to advance or pay any additional funds for the Project or the Subscription except as set forth in Sections 3.2 and 9.3. 3.4 Electronic Funds Transfer. At Owner’s request, and unless Subscriber does not have an account or other suitable arrangement, the Subscription Payments due to Owner under this Agreement shall be paid by ACH or other equivalent electronic funds transfer. Subject to applicable confidentiality and data security provisions with respect to Subscriber’s account information and other private data, Subscriber agrees to execute any documents necessary to authorize Owner to withdraw Subscription Payments from 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 Subscriber. 3.5 Multiple Subscriptions. If Subscriber is also a subscriber in other CSGs owned by Owner or its affiliates, Owner and its affiliates may create a combined monthly invoice reflecting the energy production and subscription payments for all such projects, including the Energy Production and Subscription Payment. 3.6 Disputed Payments. If Subscriber disputes any amount invoiced by Owner, Subscriber shall pay the undisputed amount of the invoice when due, and notify Owner in writing of the nature of the dispute. The parties shall utilize the dispute resolution process in Section 8.2 to resolve any dispute as quickly as practicable. If some or all of the amount in dispute is subsequently deemed to have been due to Owner, Subscriber shall pay the amount due, along with interest on the amount due at the rates forth in Section 3.2 for the period between the original due date and the date upon which the amount is paid. 3.7 Billing Adjustments Following NSP Billing Adjustments. If, as a result of an Xcel billing adjustment for reasons other than negligence or other actions of Owner, the quantity of Energy Production is decreased (the “Electricity Deficiency Quantity”) and Xcel reduces the amount of Bill Credits allocated to Subscriber for such period, Owner shall reimburse Subscriber for the amount of any Subscription Payment paid by Subscriber in proportion to the Electricity Deficiency Quantity. If, as a result of such adjustment, the quantity of Energy Production allocated to Subscriber is increased (the “Electricity Surplus Quantity”) and Xcel increases the amount of Bill Credits allocated to Subscriber for such period, Subscriber shall pay for the Electricity Surplus Quantity at the Subscriber Rate applicable during such period with the next applicable Subscription Payment. 3.8 Excess Bill Credits. If the value of accrued Bill Credits exceeds the amount Subscriber owes Xcel for retail electric service in any month, the excess value shall be carried forward and applied against Subscriber’s future Xcel retail electricity bills for up to twelve (12) months. Xcel is required under the SRC Contract to pay Subscriber for the value of any unapplied Bill Credits with the retail electric bill that includes the last day of February each year during the Term. ARTICLE 4 OWNER OBLIGATIONS 4.1 Design and Implementation. Owner agrees to develop, design, finance, and construct the Project, including, but not limited to, site acquisition, procuring an agreement with Xcel that allows the Project to interconnect with Xcel (“Interconnection Agreement”), selection and procurement of Project components, and installation and testing of all Project components. Installation and repairs shall be performed by, or under the supervision of, an NABCEP certified professional.          5   4.2 Application Process. Owner shall submit the Project to Xcel for approval as a CSG and shall provide all information required by Xcel to determine the eligibility of the Project. Owner shall negotiate and enter into the SRC Contract and any Interconnection Agreement or other similar agreement with Xcel necessary to qualify the Project as a CSG and for the Project to operate and deliver energy to Xcel. 4.3 Timeliness. Owner will use all commercially reasonable efforts to complete construction and installation of the Project within two (2) years after Xcel issues its approval of the Project as an eligible CSG and executes the corresponding Interconnection Agreement. 4.4 Eligibility Information. Owner shall submit to Xcel information needed for Xcel to confirm eligibility of Subscriber and for Xcel to enter Subscriber into the Xcel CSG Subscriber Management System (as defined in the SRC Contract) for proper application of the Bill Credits to Subscriber’s retail Xcel account at the Eligible Address. 4.5 Insurance. Owner shall procure and maintain liability and other insurance necessary to protect Owner and the Project against material risks which might adversely affect the operation of the Project, during the Term of this Agreement. 4.6 Repair and Maintenance. Owner shall maintain, repair, and replace the Project components in accordance with Applicable Laws and manufacturer and insurance requirements. All upgrades, maintenance, and repairs will be performed in accordance with industry standards, including the recommendations of the manufacturers of the modules and other Project components. 4.7 Production Data. Owner shall provide Xcel with the Allocation and similar allocations for all Project subscribers, and shall provide, or allow Xcel to directly procure from the Project meter, production information from the Project, and provide Xcel with Subscriber’s Account Information and Monthly Subscriber Information (as defined in the SRC Contract) in order that Xcel may calculate and apply the Credits monthly to Subscriber’s retail account with Xcel. 4.8 Compliance. Owner shall operate the Project in compliance with all Applicable Laws, orders of the MPUC applicable to the Project or CSGs, and applicable Xcel tariffs. 4.9 Unscheduled Outage. After the Commercial Operation Date, Owner agrees to provide notice to Subscriber of the occurrence of any unscheduled outage in excess of 100 kW AC lasting longer than fifteen (15) days and any expected lost production. Notice will not be required for scheduled maintenance outages or minor outages occurring in the ordinary course of operation. ARTICLE 5 OWNER DISCLOSURES 5.1 Required Disclosures. Owner makes the following disclosures to Subscriber in compliance with Applicable Laws: (a) Production Estimate. The estimate of Energy Production for the Project is set forth in Exhibit C (“Estimated Production”). (b) Unsubscribed Energy Production. Unsubscribed Energy will be purchased by Xcel from Owner in accordance with Applicable Laws and the SRC Contract, and all payments for Unsubscribed Energy shall belong to Owner.          6   (c) Reserves. Owner has or will have adequate funds available to maintain the Project and pay Project operating expenses such as taxes, maintenance, insurance, and management services for the Term and may maintain reserves for such expenses. (d) SRC Contract. The form of SRC Contract is attached as Exhibit F. (e) Other Agreements and Documents. Owner will provide Subscriber with the following no later than sixty (60) days prior to the Commercial Operation Date: (i) a copy of the executed SRC Contract between Xcel and Owner; (ii) a copy of the solar module warranty; (iii) certificate(s) of insurance for the Project; and (iv) proof of a long-term Project maintenance plan. Subscriber agrees to acknowledge receipt of the materials and any other disclosures once provided. (f) Subscription Benefits. Exhibit D sets forth Owner’s estimate of the possible benefits to Subscriber from its Subscription over the Term of this Agreement and a description of the assumptions underlying those estimates. 5.2 Securities Laws. Neither Owner nor Xcel makes any representations or warranties concerning the implication of any federal or state securities laws with respect to this Agreement or your Subscription. Neither this Agreement nor your Subscription has been registered under the Securities Act of 1933, as amended, or any state securities laws. Owner does not believe this Agreement or the Subscription constitute a security governed by such laws but, in the event any such securities laws may apply, 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. Owner’s conclusion is based in part on Subscriber’s agreement 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 or other market which might fall within the scope of such laws, and is acquiring them solely for personal use. 5.3 Taxes. Subscriber acknowledges that neither Owner nor Xcel makes any representation or warranty concerning the tax treatment or consequences, if any, of the Subscription, the Subscription Payments, the receipt by Subscriber of Bill Credits or Subscriber’s participation in the Project. As between the parties, Owner is responsible for payment of all taxes assessed or imposed against the Project, including any production tax pursuant to Minn. Stat. Section 2795, as amended, and with respect to amounts received by Owner or its affiliates from the sale of electricity to Xcel or from subscribers or other sources. Subscriber shall be responsible for payment of any taxes assessed against Subscriber and related to Subscriber’s receipt of Bill Credits. 5.4 Production. Subscriber will not be charged by Owner under this Agreement for any electricity not produced by the Project. Owner makes no representation or warranty as to the likelihood that the Project will generate any specific or minimum amount of electricity or sufficient electricity so as to create any specific or minimum amount of Bill Credits to Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimates in Exhibit C are based on a number of assumptions about expected solar resources at the Project location, accuracy of production estimating software, performance of the modules and other Project          7   equipment, and other factors which are not within the control of Owner. The actual production and delivery of Energy Production is subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages, and Force Majeure events. The production estimate and any other estimate communicated by Owner to Subscriber of expected Energy Production during 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 minimum or particular amount of Energy Production will be generated by the Project over any period of time. 5.5 Subscription Value. Notwithstanding the estimates in Exhibit D, Owner makes no representation or warranty as to the likelihood that Subscriber’s Subscription will create any specific or minimum amount of economic benefit to Subscriber over any period of time or over the Term of this Agreement as a whole, or that the Subscription will create a positive economic benefit to Subscriber. The estimate of potential benefits contained in Exhibit D is based on a number of assumptions about future CSG Rates, Applicable Laws, and a number of other factors beyond Owner’s control. Any estimate by Owner in Exhibit D or elsewhere given to Subscriber as to any expected benefit to Subscriber from the Subscription 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 Subscriber from the Subscription or that any specific or minimum amount of benefits will accrue to Subscriber over any period of time. ARTICLE 6 TRANSFERABILITY AND LOSS OF ELIGIBILITY 6.1 General. The validity of the Subscription is dependent upon, among other things, Subscriber’s continuing compliance with the Subscriber Eligibility Criteria at the Eligible Address and payment of the Subscription Payments. The Subscription is not transferrable to third parties, other physical addresses, or other Xcel accounts, except pursuant to the provisions set forth below. The Subscription is not transferable by Subscriber at any time when Subscriber is in default under this Agreement, including for failure to pay a Subscription Payment, unless the terms of the transfer provide for cure of the default, including payment of any overdue Subscription Payment, as approved by Owner. 6.2 Relocation/Sale of Eligible Address. (a) If, during the Term, Subscriber moves from the Eligible Address and is no longer the Xcel account-holder at that address, Subscriber may elect to transfer the Subscription to a new address if the following qualifications are met: (1) Subscriber’s new address is within Rice County or a contiguous county, and (2) Subscriber assumes or establishes a new retail electric account with Xcel at the new address. Subscriber shall provide sixty (60) days prior written notice to Owner of any proposed move. Transfer of the Subscription is subject to approval by Xcel and a determination that the Allocation of Energy Production will be less than the Usage Limit at the new address. (b) If, during the Term, Subscriber moves from the Eligible Address and is no longer the Xcel account-holder at that address, and Subscriber is not eligible to receive Bill Credits under the Subscription at its new address for all or any portion of its Allocation or Subscription, Subscriber must notify Owner and transfer the applicable Allocation and Subscription to another eligible transferee in accordance with Section 6.3. Subscriber shall be permitted up to no more than sixty (60) days to complete the transfer of the applicable Allocation and          8   Subscription to one or more eligible transferees, after which, if some or all of the applicable Allocation and Subscription is not so transferred, Subscriber shall execute any documents necessary for the remaining Allocation and Subscription to be transferred to Owner, or, if the entire Allocation and Subscription are not transferred, Owner may terminate this Agreement. 6.3 Transfer to Other Eligible Customers. The Subscription or any portion thereof may be voluntarily transferred to any person or entity who, at the time of the transfer (1) meets the Subscriber Eligibility Criteria for the Project, (2) is found to be reasonably creditworthy by Owner, and (3) whose participation as a Subscriber in the Project in the amount represented by the Allocation and Subscription to be transferred will not cause the Project to no longer be eligible as a CSG or otherwise not comply with Applicable Laws or contractual obligations to Xcel. In addition, the validity of any such transfer is expressly conditioned upon: (a) sixty (60) days’ prior written notice to Owner identifying the proposed transferee, providing the physical address at which they take electric service from Xcel, their Xcel account number and all other information needed to determine their eligibility to be a subscriber, as well as any other subscriptions in the Project or other CSGs held by the proposed transferee, and any distributed generation facility owned by or serving the proposed transferee at the service address associated with the proposed transfer; (b) receipt by Owner and Xcel of authorizations from the proposed transferee needed to access its Xcel account data, and receipt by Owner of usage data at the proposed transferee’s address needed to calculate the applicable Usage Limit; (c) determination by Owner and Xcel that the proposed transferee is eligible to be a subscriber in the Project and that their participation as a subscriber will not cause the Project to fail to be eligible as a CSG or otherwise not comply with any Applicable Laws or contractual obligations to Xcel; (d) the proposed transferee’s express written assumption of this Agreement or execution and delivery of a new subscription agreement with Owner as to the Subscription on terms acceptable to Owner, including the cure of any prior defaults of Subscriber existing under this Agreement; and (e) Subscriber shall not charge any fee or make any profit on the transfer. Once any proposed transfer meets these criteria, Owner shall arrange the delivery of data to Xcel necessary to cause Xcel to reflect the change in subscribers and begin applying the applicable Bill Credits to the transferee’s retail Xcel electric account. 6.4 Involuntary Transfers. Upon transfer of title or control of the Eligible Address or Subscription, or portion thereof, due to bankruptcy, foreclosure, divorce, or operation of law for other reasons, Subscriber 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 Xcel at the Eligible Address, such transferee shall be deemed to have succeeded to the rights of Subscriber 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 Subscription to a creditor or other third party by operation of law, the transferee shall notify Owner of the transfer. If the transferee(s) meets all Subscriber Eligibility Criteria, the transfer shall be treated as a transfer of the Subscription to such transferee upon completion of the          9   conditions set forth in Section 6.3(a)-(d). If one or more transferees does not meet the conditions of Section 6.3, then the ineligible transferee(s) shall be required to immediately transfer the Subscription or applicable portion to an eligible transferee in accordance with Section 6.3. Failure to effectuate a transfer to an eligible transferee or Owner within thirty (30) days shall allow Owner to terminate this Agreement. 6.5 Transfer Timeline. Once all necessary information is received from Subscriber and any proposed transferee, Owner will use all commercially reasonable efforts to implement the transfer within sixty (60) days. ARTICLE 7 PRIVACY; CONFIDENTIALITY 7.1 Subscriber Data. Owner will not disclose personal Subscriber data or information to any person except (i) Xcel, to the extent required or allowed by Applicable Laws, the Agency Agreement or the SRC Contract, for the purpose of administration of the Subscription; (ii) attorneys, accountants, 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. Account data of Subscriber in the possession of Owner for purposes of Section 3.4 shall be kept strictly confidential and disclosed only to those employees or contractors of Owner who need to use it to effect such payments. 7.2 Privacy Policies. Subscriber data shared with Xcel will be subject to Xcel’s data privacy policy, a copy of which is included in Exhibit E and will be included in the SRC Contract. 7.3 Confidential Information of Owner. Certain information and data provided by Owner with respect to the Project, the Subscription, or other aspects of Owner’s business may be designated by Owner as confidential and proprietary information (“Owner Data”). Subscriber agrees not to share any Owner Data with any other Person, including, but not limited to, any other developer of CSG projects or anyone otherwise competing with Owner, except for Subscriber’s accountants, attorneys, or other advisers for purposes of assessing whether to enter into this Agreement and for tax filings and similar purposes. Owner designates this Agreement as “Owner Data” in this respect. 7.4 Use of Summary Data. Subscriber agrees that Owner may compile and make public certain summary data about the Project which does not disclose information or data about Subscriber or any other individual Project subscriber. Summary data which may be disclosed includes: (a) aggregate Energy Production by the Project, either in real-time or over any period of time; (b) total number of Project subscribers at any point in time; (c) aggregate bill credits received by Project subscribers; and (d) average or aggregate financial benefits or the amount or value of Bill Credits for subscribers in the Project alone or together with other CSG projects managed by Owner and its affiliates.          10   ARTICLE 8 DISPUTE RESOLUTION 8.1 Xcel Disputes. Any dispute or question which Subscriber has with respect to the application by Xcel of the Bill Credits associated with its Subscription to its retail electric bill, including the applicable CSG Rate, shall be directed by Subscriber to Xcel for resolution. Subscriber may request that Owner assist Subscriber in this respect. If the dispute or question is not resolved to the Subscriber’s satisfaction, Subscriber has the right to complain 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 Any such dispute shall not allow Subscriber to withhold payment of its Subscription Payments as invoiced. Any issue or dispute identified by Subscriber with respect to Xcel’s CSG program or Xcel’s actions with respect to the Project or Subscription other than as described in Section 8.1(a) shall be referred to Owner in the first instance. 8.2 Disputes Among Parties. Any dispute or issue arising from or related to this Agreement, the Subscription, the Project, or Owner’s performance of its obligations with respect to Subscriber, including, but not limited to, the determination of Energy Production or its allocation to Subscriber, which are not resolved by communications between Subscriber and Owner representatives over the phone or electronically shall be submitted to the other party in writing. Owner shall assign an officer or senior management to address or negotiate a resolution with Subscriber. If a resolution is not reached within ten (10) days or such longer period as the parties may agree, either party may pursue any remedies it may have available at law. ARTICLE 9 EVENTS OF DEFAULT; TERMINATION 9.1 Events of Default. Each of the following events shall be an Event of Default under this Agreement: (a) A party breaches any material obligation, term, or provision of this Agreement and fails to cure the breach within thirty (30) days of written notice of the breach from the non- defaulting party; (b) A representation or warranty by a party in this Agreement, or any eligibility information provided by Subscriber, is or becomes materially untrue, and the applicable party fails to correct the representation or warranty within ten (10) days of notice from the non-defaulting party. (c) With respect to Subscriber, Subscriber fails to make any Subscription Payment when due, and fails to cure the default within ten (10) days after written notice of default from Owner or Subscriber fails to make two consecutive Subscription Payments when due. For purposes          11   of this provision, lack of funds in an account from which funds were to be withdrawn pursuant to Section 3.4 shall be deemed non-payment by Subscriber. (d) With respect to Subscriber, Subscriber (or an involuntary transferee pursuant to Section 6.4) fails to meet the Subscriber Eligibility Requirements at any time during the Term and fails to cure the deficiency immediately after notice from Owner or Xcel, and Subscriber does not or cannot transfer its Subscription to an eligible transferee within the period allowed by this Agreement; (e) With respect to Owner, the Project becomes ineligible as a CSG during the Term, or the SRC Contract or Interconnection Agreement is terminated, and Owner does not provide substitute capacity from another CSG to replace Subscriber’s Allocation within thirty (30) days. 9.2 Termination. In the event a defaulting party fails to cure an Event of Default within the applicable cure period, the non-defaulting party may terminate this Agreement by notifying the defaulting party in writing. Upon termination of this Agreement by Owner for an uncured Event of Default by Subscriber, Owner shall have no further obligations to Subscriber under this Agreement except for payments or obligations arising or accruing prior to the effective date of termination. In the event of a termination of this Agreement by Subscriber due to an Event of Default by Owner, Subscriber shall have no further obligation to Owner except for obligations arising or accruing prior to termination. Effective upon any termination of this Agreement, Subscriber’s rights to receive Bill Credits or any other rights or benefits associated with its Subscription shall end, and Owner shall be entitled to resubscribe Subscriber’s Allocation to any other person with no obligation to Subscriber, and to notify Xcel to remove Subscriber from its Subscriber Management System as a customer entitled to receive Bill Credits associated with the Project. Subscriber shall be obligated to pay Subscription Payments for all periods prior to the effective date of termination. 9.3 Termination Fee. (a) In the event that this Agreement is terminated due to an Event of Default by Subscriber, or Subscriber fails to effect a transfer of its Subscription to a new address or transferee pursuant to Section 6.3, Subscriber shall pay Owner a fee within thirty (30) days of termination in an amount necessary to make Owner whole for resulting lost revenues (“Termination Fee”). The Termination Fee shall equal the positive difference, if any, between (i) the net present value, using a discount rate of 8%, of the Subscription Payments scheduled to be made by Subscriber between the effective date of termination and the scheduled end of the 25-year Term, less (ii) the net present value, using a discount rate of 8%, of the Subscription Payments expected to be made by one or more new subscribers for the Allocation, or amounts to be received from Xcel for Unsubscribed Energy associated with the Allocation, or if only a portion of Allocation has been terminated, that portion of the Allocation terminated, for the period between the effective date of termination and the scheduled end of the 25-year Term. The Estimated Production from Exhibit C shall be used to calculate the Termination Fee for the applicable period. (b) To the extent the Allocation has not been resubscribed by one or more eligible replacement subscribers at the effective date of termination, the Termination Fee shall be calculated for the full portion of the Allocation remaining to be resubscribed. To the extent the Subscription Rate received from one or more subscribers for the Allocation is lower or higher than the Subscription Rate which Subscriber would have paid, the calculation of the Termination Fee shall be adjusted to reflect the different Subscription Rate.          12   (c) Owner will use commercially reasonable efforts to resubscribe the Allocation upon a termination of this Agreement. To the extent Owner is successful in resubscribing part or all of the Allocation during the period that is one year after the date of termination, the Termination Fee shall be recalculated to reflect the replacement subscription(s) at the end of the one-year period, and if the Termination Fee as recalculated is lower than the Termination Fee paid by Subscriber, Owner will refund the difference to Subscriber without interest. After the one-year reconciliation period, Owner shall be entitled to retain the entire balance of the Termination Fee as liquidated damages. Subscriber acknowledges that the Termination Fee is a reasonable approximation of damages to be suffered by Owner as a result of termination of this Agreement, and is not a penalty. 9.4 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. The Termination Fee is agreed to be compensation for direct damages suffered by Owner and is not barred by this provision. 9.5 Force Majeure. The performance of each party may be affected or prevented due to events or circumstances beyond the control of the party and that could not, by the exercise of due diligence and foresight, reasonably have been avoided, including flood, earthquake, tornado, hail, fire, lightning, war, riot or other act of God or other cause beyond the control of the party affected (“Force Majeure”). A party shall not be liable to the other party to the extent it is prevented from performing its obligations in whole or in part due to a Force Majeure, provided the party affected promptly takes all action reasonably necessary to overcome its inability to perform. Force Majeure shall not excuse any obligation of a party to make payment money to the other party. 9.6 Early Termination. In addition to any other rights and remedies provided in this Agreement, Owner shall have the right to terminate this Agreement without further liability to Subscriber if (i) Owner discovers conditions which prevent construction of the Project or make the Project not economically viable; (ii) the Project fails to obtain any necessary permit or other approval; (iii) the Project no longer qualifies as a CSG for any reason; or (iv) the Project cannot obtain financing. 9.7 No Warranties. NO WARRANTY, 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, ARE PROVIDED TO SUBSCRIBER WITH RESPECT TO THE PROJECT OR ITS PERFORMANCE, THE SERVICES PROVIDED BY OWNER PURSUANT TO THIS AGREEMENT, THE TERMS AND CONDITIONS OF THE CSG PROGRAM AS CURRENTLY IMPLEMENTED BY XCEL AND AS IT MAY BE AMENDED AND MODIFIED, OR ANY OTHER MATTER, AND ANY SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. The remedies set forth in this Agreement shall be the 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. 9.8 Indemnification. Subscriber and Owner agree to defend, indemnify, and hold each other, and their respective officers, directors, employees and agents, harmless from and against all damages for personal injury or death to persons and damage to each other’s physical property or facilities or the property of any other person, including, with respect to Owner, the Project, to the extent          13   arising out of, resulting from, or caused by the negligent or intentional acts, errors, or omissions of the indemnifying party. Nothing in this Section 9.8 shall relieve Subscriber and Owner of any liability to the other for any breach of this Agreement. This indemnification obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of the indemnitees but the indemnifying Party’s liability to pay damages to the indemnified Party shall be reduced in proportion to the percentage by which the indemnitees’ negligent or intentional acts, errors or omissions caused the damages. Neither Party shall be indemnified for damages resulting from its sole negligence or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay any claim consistent with the provisions of a valid insurance policy. ARTICLE 10 FINANCING 10.1 Assignment by Owner. Owner may (i) assign its rights and interests in this Agreement to an affiliate or to a successor by acquisition, merger or reorganization, (ii) mortgage, pledge, or collaterally assign this Agreement and the Project to any Financier; and (iii) assign this Agreement and the Project to any entity through which Owner is obtaining financing or capital for the Project; in each case without the consent of Subscriber or prior notice to Subscriber. In the event of any assignment or transfer of all of Owner’s rights and obligations under this Agreement other than a collateral assignment, Owner shall be released from all its liabilities and other obligations under this Agreement, provided the assignee assumes all of Owner’s liabilities and obligations to Subscriber. In the event a Financier acquires Owner’s rights and obligations under this Agreement and the Project, by foreclosure or otherwise, the Financier may assign, sell or transfer its interests in this Agreement and the Project to any other person without Subscriber’s consent. 10.2 Opportunity to Cure. Once this Agreement has been assigned or otherwise mortgaged or pledged to a Financier, if an Event of Default occurs by Owner, Subscriber may not terminate this Agreement unless Subscriber provides prior written notice of the alleged Event of Default to the Financier (if Owner has provided Subscriber with contact information from the Financier), and the Financier shall have no less than thirty (30) days after receipt of the notice to cure any default, or if the default cannot reasonably be cured within thirty (30) days, and the Financier commences and diligently pursues a cure for the default within the thirty (30) day period, then the Financier shall have up to an additional ninety (90) days to cure the default. 10.3 Financier Changes. Owner will be obtaining construction and long-term financing from one or more Financiers. Subscriber agrees to consider and to negotiate in good faith any changes or additions to this Agreement reasonably requested by a Financier, provided that Subscriber is not obligated to agree to any proposed change or addition that changes any material economic term. Subscriber will also execute estoppels, consents or other documents reasonably requested by a Financier provided the information and representations of Subscriber in any such document are factually accurate and do not impose any liability on Subscriber. ARTICLE 11 REPRESENTATIONS 11.1 General Representations. Each Party represents and warrants to the other Party as of the date of this Agreement that:          14   (a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization; (b) it has the full right and authority to enter into, execute, deliver and perform its obligations under the Agreement; (c) it has taken all requisite corporate or other action to approve the execution, delivery and performance of the Agreement; (d) the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights generally; (e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other governmental authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and (f) it is not currently the debtor in any bankruptcy, insolvency, liquidation or similar proceeding, has no present intent to seek protection under any bankruptcy, insolvency, liquidation or similar laws providing relief for creditors, and to the best of its knowledge, no other person intends to pursue any action to involuntarily subject the party to any bankruptcy, insolvency, liquidation or similar proceeding. 11.2 Subscriber Representations. Subscriber further represents to Owner as of the date of this Agreement: (a) The information in Exhibit B is true and correct; (b) The Eligible Address is not served by any on-site or other distributed electric generation facilities, and no such facilities are currently planned to be installed at, or which would serve, Subscriber at the Eligible Address; and (c) Subscriber is not exempt from the Solar Energy Standard under Minn. Stat. Section 216B.1691, subd. 2(f)(d). ARTICLE 12 MISCELLANEOUS 12.1 Notice. All notices or other communications required or permitted to be given under this Agreement will be in writing and delivered by hand, sent by facsimile or electronic mail, or sent, postage prepaid, but U.S. mail or reputable courier service to the respective parties as follows: To Subscriber: _________________________ _________________________ _________________________ ______-______-_________ Email: ___________________          15   To Owner: ReneSola Power Holdings, LLC 1300 Clay Street, STE 550 Oakland, CA 94612 (415) 852.7421 Email: Kevin.Chen@ReneSola.com Complaints or inquiries about this Agreement may be directed to Owner at the address and phone number listed above. Notice shall be deemed delivered upon receipt or refusal, if personally delivered, upon the date of actually delivery or refusal shown on the courier’s delivery receipt if sent by overnight courier, and 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. Notice by electronic mail shall be made to an address provided by Subscriber and Owner shall be entitled to conclusively presume that the address provided by Subscriber is, and remains, accurate, until notified otherwise by Subscriber. Notice by electronic mail to the address provided by Subscriber shall be considered received upon the day of transmission, if sent before or during normal business hours, or the next day if sent after normal business hours, unless a message stating that the email was undeliverable at the address is received by Owner. 12.2 Assignment. Except as otherwise expressly provided, neither party may assign this Agreement without the prior written consent of the other party. Any purported assignment without the required consent shall be void. 12.3 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. No provision of this Agreement is intended to nor shall it in any way 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. 12.4 Entire Agreement. It is mutually understood and agreed that this Agreement constitutes the entire agreement between Subscriber and Owner and supersedes any and all prior oral or written understandings, representations or statements, and that no understandings, representations or statements, verbal or written, have been made which modify, amend, qualify or affect the terms of this Agreement. This Agreement may not be amended except in a writing executed by both parties. Where this Agreement refers to provisions of the SRC Contract, Interconnection Agreement or Applicable Laws, the provisions of such agreements or laws shall govern to the extent they conflict with any description or summary of their contents set forth in this Agreement. 12.5 Governing Law. This Agreement is made in Minnesota and shall be governed by the laws of the State of Minnesota. 12.6 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 rights arising in connection with this Agreement shall not be deemed a waiver with respect to any subsequent or other matter. 12.7 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          16   upon either party. Owner and 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. 12.8 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 their best 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. 12.9 Counterparts; Electronic Signatures. 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. To the extent permitted by Applicable Laws, this Agreement may be executed electronically and delivered by electronic transmission, and such electronic signatures shall be deemed original signatures for all purposes. (SIGNATURE PAGES TO FOLLOW)          17   Dundas Solar I, LLC, a Minnesota limited liability company By____________________________________ Kevin Chen Its Manager City of Rosemount, Minnesota By: _______________________________________ Bill Droste Its: Mayor Attest: By: _______________________________________ Anthony Nemcek Its: City Planner          18   EXHIBIT A ADDITIONAL 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, Subscriber, CSGs or this Agreement. 2. Bill Credits. The monetary value of a credit to be applied by Xcel to a CSG subscriber’s retail electric bill in accordance with Applicable Laws, orders, tariffs and the SRC Contract. 3. Commercial Operation Date. The “Date of Commercial Operation” defined in the SRC Contract and which is generally the date on which the Project begins selling electricity to Xcel for other than testing purposes. 4. CSG Rate. An amount per kilowatthour established by the MPUC with respect to specific classes of Xcel customers to be used for determining the value of a CSG subscriber’s Bill Credits. 5. Energy Production. The electrical energy actually generated by the Project and delivered to the point at which the Project physically interconnects with Xcel’s electrical system and sold to Xcel, as measured by metering equipment installed by Xcel. Energy Production excludes electrical energy generated by the Project and used by the Project or lost in the transformation, transmission or conversion of electrical energy generated by the Project before physical delivery to Xcel. 6. Financier. Any person providing money or extending credit (including any capital lease) to Owner for construction, term, or permanent financing of the Project or working capital for Owner or the Project, exclusive of common trade creditors. 7. Usage Limit. The maximum amount of electricity for which Subscriber may receive Bill Credits at the Eligible Address, as determined in accordance with Applicable Laws. 8. Subscriber Energy. The amount of Energy Production during any period of time which equals the product of the applicable Energy Production and the Allocation. 9. Subscriber Eligibility Criteria. The criteria established by Applicable Laws, including, but not limited to, MPUC orders and Xcel tariffs applicable to CSGs, which Xcel customers must satisfy to participate as subscribers in a CSG. 10. Unsubscribed Energy. Energy Production from the Project which is not allocated to a subscriber in the Project.          19   EXHIBIT B SUBSCRIBER DATA 1. Subscriber (name as shown on Xcel account) _______________________ 2. Xcel service address (Eligible Address): _______________________ _______________________ _______________________ 3. Xcel account number: _______________________ 4. Subscriber Rate Class: _______________________ 5. Net metering or other generation at Eligible Address: ____________________ 6. Other Xcel accounts: _____________________ 7. Other CSG subscriptions: ____________________          20   EXHIBIT C ESTIMATE OF ENERGY PRODUCTION Year Estimated CSG Production (kWh) 1 1,768,900 2 1,760,056 3 1,751,255 4 1,742,499 5 1,733,786 6 1,725,118 7 1,716,492 8 1,707,909 9 1,699,370 10 1,690,873 11 1,682,419 12 1,674,007 13 1,665,637 14 1,657,308 15 1,649,022 16 1,640,777 17 1,632,573 18 1,624,410 19 1,616,288 20 1,608,207 21 1,600,165 22 1,592,165 23 1,584,204 24 1,576,283 25 1,568,401 Total 41,668,122 Estimated Production was determined by using PVSYST software developed by the National Renewable Energy Laboratory using publicly available historical data for solar resource at the site of the Project, the manufacturer’s specifications for production capability of the solar modules, and reductions for estimated losses for Project usage and conversion, transmission and transformation of the electricity generated by the Project. The annual degradation in production is 0.5% per industry standard assumption.          21   EXHIBIT D ESTIMATED SUBSCRIPTION BENEFITS Year Estimated CSG Production (kWh) Allocation (%) Estimated Subscriber Load Offset (kWh) CSG Credit Rate ($/kWh) Subscriber Rate ($/kWh) Cost/Benefit ($) 1 1,768,900 14% 250,000 $0.1230 $0.1130 $2,490.00 2 1,760,056 14% 248,750 $0.1260 $0.1130 $3,245.89 3 1,751,255 14% 247,506 $0.1292 $0.1130 $4,017.09 4 1,742,499 14% 246,269 $0.1325 $0.1130 $4,804.01 5 1,733,786 14% 245,037 $0.1359 $0.1130 $5,607.04 6 1,725,118 14% 243,812 $0.1394 $0.1130 $6,426.61 7 1,716,492 14% 242,593 $0.1429 $0.1130 $7,263.15 8 1,707,909 14% 241,380 $0.1466 $0.1130 $8,117.09 9 1,699,370 14% 240,173 $0.1504 $0.1130 $8,988.88 10 1,690,873 14% 238,972 $0.1543 $0.1130 $9,878.99 11 1,682,419 14% 237,778 $0.1584 $0.1130 $10,787.88 12 1,674,007 14% 236,589 $0.1625 $0.1130 $11,716.04 13 1,665,637 14% 235,406 $0.1668 $0.1130 $12,663.97 14 1,657,308 14% 234,229 $0.1712 $0.1130 $13,632.16 15 1,649,022 14% 233,058 $0.1757 $0.1130 $14,621.15 16 1,640,777 14% 231,892 $0.1804 $0.1130 $15,631.47 17 1,632,573 14% 230,733 $0.1852 $0.1130 $16,663.65 18 1,624,410 14% 229,579 $0.1902 $0.1130 $17,718.27 19 1,616,288 14% 228,431 $0.1953 $0.1130 $18,795.89 20 1,608,207 14% 227,289 $0.2005 $0.1130 $19,897.11 21 1,600,165 14% 226,153 $0.2060 $0.1130 $21,022.52 22 1,592,165 14% 225,022 $0.2115 $0.1130 $22,172.74 23 1,584,204 14% 223,897 $0.2173 $0.1130 $23,348.40 24 1,576,283 14% 222,777 $0.2232 $0.1130 $24,550.16 25 1,568,401 14% 221,663 $0.2293 $0.1130 $25,778.67   The initial CSG Rate is Xcel’s 2017 CSG Rate for General Service customers subscribing to community solar gardens larger than 250 kW in size and which elect to sell RECs to Xcel. For subsequent years the CSG Rate has been escalated an assumed 2.6% per year; actual changes in the CSG Rate will be set by the MPUC and may be lower or higher. Costs and benefits shown equal the expected difference each year between the Subscription Rate and CSG Rate multiplied by the estimated annual Subscriber Energy. Energy Production is calculated using the method described in Exhibit C.          22   EXHIBIT E FORM OF AGENCY AGREEMENT Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned ("Subscriber") has a Subscription to the following Community Solar Garden: Community Solar Garden Name: _______________, LLC Community Solar Garden Address: Community Solar Garden Operator: Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above): Telephone number: Email address: Web Site URL: Subscriber Name: Subscriber’s Account Number with Northern States Power Company: Subscriber Service Address where receiving electrical service from Northern States Power Company:          23   By signing this Solar Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits ("RECs"), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors, such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator's control. 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Subscriber's Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) and Subscriber's Energy Use Data (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information that will be shared, and how that information will be used. a. Subscriber's Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator's designated subcontractors and agents) with the Subscriber's Account Information and Subscriber's Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form. These privacy policies include definitions of "Subscriber's Account Information" and "Subscriber's Energy Usage Data." b. Subscriber's Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber's name, service address, and account number) and detailing the Subscriber's proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances          24   change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregate Information. Aggregate information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber- Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber's participation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber's Account Information, the Subscriber's Energy Usage or the Bill Credits received pertaining to the Subscriber's participation in the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber's Account Information and Subscriber's Energy Use Data. f. Duration of Consent. The Subscriber's consent to this information sharing shall be ongoing for the Term of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States          25   Power Company of this fact through the CSG Application System. Provided, however, the Subscriber's consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI-12-1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber's Name: Subscriber's Signature: By: Name: Its: Date: ______________, 2015 Exhibit 1 to Solar*Rewards Community Subscriber Agency Agreement and Consent Form Data Privacy Policies of Northern States Power Company Pertaining to the Solar*Rewards Community Program The data privacy policies of Northern States Power Company pertaining to the Solar*Rewards Community Program are as follows and may be changed from time to time as filed in the Company's tariff or as otherwise may be authorized by the Minnesota Public Utilities Commission ("MPUC"): Definitions Unless indicated otherwise, the same definition and meaning of terms in this document are the same as contained in the Standard Contract for Solar*Rewards Community. For ease of reference, here are some of the specific definitions: "Company" means Northern States Power Company, a Minnesota corporation, and its affiliates and agents. "Subscribed Energy" means electricity generated by the PV System attributable to the Subscribers' Subscriptions and delivered to the Company at the Production Meter on or after the Date of Commercial Operation. "Subscriber" means a retail customer of the Company who owns one or more Subscriptions of a community solar garden interconnected with the Company. "Subscriber's Account Information" consists of the Subscriber's name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, and Subscriber specific Bill Credit(s). "Subscriber's Energy Usage Data" includes the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden. Overview This section addresses how Subscriber's Account Information and Subscriber's Energy Usage Data will be collected, used and shared as part of participation in the Solar*Rewards Community Program. 1. How Subscriber's Account Information and Energy Usage Data Will Be Exchanged a. Subscriber Specific Information Once a Subscriber has executed a Subscriber Agency Agreement and Consent Form, an ongoing data exchange will occur between the Company and a Community Solar Garden Operator (and their designated subcontractors and agents): (i) The Company will disclose the following Subscriber-specific information to the Community Solar Garden Operator:  Subscriber's Account Information  Subscriber's Energy Usage Data          27    Bill credits (ii) The Community Solar Garden Operator will disclose to the Company the following Subscriber- specific information:  Subscriber's Account Information  Community Solar Garden Allocation for each Subscriber's Subscription stated in kW  Production data related to the PV System  Monthly Subscription Information b. Aggregated Subscriber Information Aggregated Subscriber information will be reported as part of Permitted Public Reporting, outlined in Section 2(b) below. To be considered "aggregated" the reported information must include information attributable to all Subscribers participating in a specific Solar*Rewards Community program site, which based on program requirements will contain a minimum of five Subscribers. Depending on the nature of the aggregated information, however, from this information alone or in combination with other publicly available information it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. 2. How Subscriber's Information Will Be Used The following outlines how the Subscriber's Account Information and Subscriber Energy Usage Data will be used as part of the Solar*Rewards Community Program. a. Program Management As part of administering the Solar*Rewards Community program, the Solar Garden Operator and the Company may provide information related to the Subscriber and/or the Community Solar Garden to:  the MPUC  the Minnesota Department of Commerce  the Minnesota Office of Attorney General  Other governmental or private entities as required by law or regulation Account Information and Subscriber's Energy Usage Data to service providers, agents, or contracted agents who support the program on its behalf. The Company prohibits these service providers from using or disclosing the Subscriber's information except as necessary to perform these specific services or to comply with legal requirements. More information about the Company's general privacy practices is explained in its Privacy Policy available on www.xcelenerqy.com. b. Permitted Public Reporting          28   The Subscriber's Energy Usage Data of each participating Subscriber to a Community Solar Garden will be combined and reported in the aggregate by the Community Solar Garden Operator in its annual report on the Solar*Rewards Community program. The identity of specific Subscribers, the specific Subscriber's Account Information, Subscriber's Energy Usage Data and Subscriber-specific Bill Credit will not be listed in the public annual report unless the Subscriber has provided the Community Solar Garden Operator with prior written consent. Per the requirements of the MPUC, the Company will provide to the MPUC annual reports which will include information or data requested by the MPUC or Minnesota Department of Commerce, including the following:  Reporting on Solar*Rewards Community program costs, including an analysis of the deposit, application, participation and metering fees and further justification for these fees going forward;  Reporting on the Solar*Rewards Community Gardens, including but not limited to size, location and the type of Solar*Rewards Community subscriber groups;  Reporting on known complaints and the resolution of these complaints;  A copy of each contract signed with a Community Solar Garden Operator, if not previously filed;  Lessons learned and any potential changes to the program;  Report on bill credits earned and paid; and the  Application process c. Prohibited Reporting or Sharing Except as otherwise provided in this document, the Company will not disclose the Subscriber's Account Information, Subscriber's Energy Usage Data or Subscriber-specific Bill Credits to a third party without first obtaining the Subscriber's written consent. Any requests by the Community Solar Garden Operator to the Company for information about a Subscriber that is not Subscriber's Account Information or Subscriber's Energy Usage Data will require execution of a separate written consent by the Subscriber. Notwithstanding the previous statement, the Company will not provide the Community Solar Garden Operator with the Subscriber's Social Security Number unless directed to do so by the MPUC or Minnesota Department of Commerce or compelled by law or regulation. 3. Subscriber Data Access and Correction The following outlines what information is available to the Subscriber from the Company and the Community Solar Garden Operator, and methods of correcting any inaccuracies. a. Information Available from the Company Subscribers can contact the Company's call center to obtain information pertaining to their specific Bill Credit attributable to their participation in Solar*Rewards Community Program. The correction of any allocation of previously-applied Bill Credits among Subscribers or payments to the Community Solar Garden Operator for Unsubscribed Energy, pertaining to a particular month due to any inaccuracy reflected in such Monthly Subscription Information with regard to a Subscriber's Subscription in the PV System and the beneficial share of          29   photovoltaic energy produced by the PV System, or the share of Unsubscribed Energy, shall be the full responsibility of the Community Solar Garden Operator, unless such inaccuracies are caused by the Company . Subscribers may also obtain from the Company the following information related to the Solar*Rewards Community Program without obtaining written consent from the Community Solar Garden Operator:  Site location  Operator name  Nameplate capacity  Production data related to the PV system  Bill Credit Rate and total amount of Bill Credits applied to the PV System  Any other information pertaining to the Subscriber's Subscription Other information regarding the Community Solar Garden Operator known to the Company will not be disclosed unless the Subscriber obtains prior explicit informed consent from the Community Solar Garden Operator or unless directed to do so by the MPUC or Minnesota Department of Commerce or compelled by law or regulation. b. Information Available from the Community Solar Garden Operator Subscribers and prospective subscribers can contact the Community Solar Garden Operator to obtain the following information:  Future costs and benefits of the Subscription, including: i. All nonrecurring (i.e., one-time) charges; ii. All recurring charges; iii. Terms and conditions of service; iv. Whether any charges may increase during the course of service, and if so, how much advance notice is provided to the Subscriber; v. Whether the Subscriber may be required to sign a term contract; vi. Terms and conditions for early termination; vii. Any penalties that the Community Solar Garden may charge to the Subscriber; viii. The process for unsubscribing and any associated costs; ix. An explanation of the Subscriber data the Community Solar Garden Operator will share with Northern States Power Company and that Northern States Power Company will share with the Community Solar Garden Operator; x. The data privacy policies of Northern States Power Company and of the Community Solar Garden Operator;          30   xi. The method of providing notice to Subscribers when the Community Solar Garden is out of service, including notice of estimated length and loss of production; xii. Assurance that all installations, upgrades and repairs will be under direct supervision of a NABCEP-certified solar professional and that maintenance will be performed according to industry standards, including the recommendations of the manufacturers of solar panels and other operational components; xiii. Allocation of unsubscribed production; and xiv. A statement that the Community Solar Garden Operator is solely responsible for resolving any disputes with Northern States Power Company or the Subscriber about the accuracy of the Community Solar Garden production and that Northern States Power Company is solely responsible for resolving any disputes with the Subscriber about the applicable rate used to determine the amount of the Bill Credit.  Copy of the contract with Northern States Power Company for the Solar*Rewards Community Program  Copy of the solar panel warranty  Description of the compensation to be paid for any underperformance  Proof of insurance  Proof of a long-term maintenance plan  Current production projections and a description of the methodology used to develop production projections  Community Solar Garden Operator contact information for questions and complaints  Demonstration to the Subscriber by the Community Solar Garden Operator that it has sufficient funds to operate and maintain the Solar*Rewards Community Program The Community Solar Garden Operator is solely responsible for the accuracy of the Subscriber's share of the Community Solar Garden production information forwarded to the Company, and should resolve with the Subscriber any dispute regarding the accuracy of such information. Subscribers can submit comments to the Company on the accuracy and completeness of its annual report by contacting solarrewardscommunity@xcelenergy.com. 4. Data Retention The Company will retain the Subscriber's Account Information, Subscriber's Energy Usage Data and information on Bill Credits for as long as required under applicable law.