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HomeMy WebLinkAbout6.h. Motion to Approve a Solar Garden Subscription Agreement and Authorize the Mayor and Clerk to Enter into the Agreement EXECUTIVE SUMMARY City Council Meeting: April 2, 2019 AGENDA ITEM: Motion to Approve a Solar Garden Subscription Agreement and Authorize the Mayor and Clerk to Enter into the Agreement AGENDA SECTION: Consent PREPARED BY: Anthony Nemcek, Planner AGENDA NO. 6.h. ATTACHMENTS: Subscription Proposal, Subscription Agreements APPROVED BY: LJM RECOMMENDED ACTION: Motion to Approve a Solar Garden Subscription Agreement with ReneSola and Authorize the Mayor and Clerk to Enter into the Agreement BACKGROUND The City continues to receive solicitations to increase our allocation of energy used by the City to community solar garden subscriptions. One of the solicitations is from a company, ReneSola, with which the City currently has a subscription. Staff is recommending that the City enter into a new subscription agreement with ReneSola. Currently, 60% of the City’s energy usage is allocated to community solar garden subscriptions. This new subscription would bring the total energy usage allocated to solar subscriptions up to 80%. With the 80% subscription allocation, staff does not anticipate bringing forward any more subscriptions in the near future. We are able to allocate up to 120% of our energy usage to alternative energy subscriptions, so we still retain a 40% capacity for other sources, if desired. 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 $1,106,334 over 25 years. The subscription is broken into two contracts because of the way Xcel Energy allocates Solar Rewards Community numbers for the purpose of administering the renewable energy credits. The language contained in the agreements is identical to the other contracts the City has entered into with ReneSola that were reviewed by the City Attorney. The contracts are included in the attachments as well as a subscription proposal submitted by ReneSola. Subscription Size Terms Estimate Net Present Value of Savings 1,672,885 kWh; 20% of City Usage Fixed rate; $0.1240/kWh $1,106,334 Since November of 2015, the City has entered into solar subscriptions with four different providers. The terms of the subscription contracts vary. One of the subscriptions is indexed to the bill credit from Xcel Energy, two are 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 with ReneSola and authorize the Mayor and Clerk to enter into the agreements. 43 SE Main Street, Suite 504, Minneapolis, MN 55414 XCEL ENERGY SOLAR REWARDS COMMUNITY SUBSCRIPTION SAVINGS PROPOSAL CITY OF ROSEMOUNT 2019 CONFIDENTIAL – DO NOT DISTRIBUTE 2 Solar Rewards Community (SRC) Program key features: •Program mandated by legislation 216B.1641, September 2013 •Bill Credit amount changes annually, according to the Applicable Retail Rate (ARR) •Community Solar Garden (CSG) and subscribers must be in Xcel territory •Subscriber must be in the same or adjacent county as the CSG •No subscriber can have more than 40% of a single CSG •Allowed to subscribe up to 120% of 12 months average annual usage •Each CSG needs at least 5 subscribers •CSG agreements with Xcel are for 25 years •No upfront costs to subscribers •No system maintenance costs for subscribers XCEL ENERGY SRC PROGRAM CONFIDENTIAL – DO NOT DISTRIBUTE 3 City of Rosemount Subscription Allocation: •20% of the City’s total annual usage, bringing total Xcel community solar participation up to 80% overall. •Equates to: 1,672,885 kWh of community solar subscription •ReneSola has available capacity to meet 120% of the City’s usage, updated savings can be provided upon request. Subscription Savings: •Estimates savings: $1.7M – $1.8M •2019 Xcel ARR Credit: $0.12405 / kWh •Subscription Rate Option 1: $0.1128 / kWh w/ 1% annual escalator •Subscription Rate Option 2: $0.1240 / kWh w/ 0% annual escalator Noted Benefits: •The City is an existing subscriber into our Dundas Solar garden •Last remaining ARR credit gardens, which will match credits the City is already receiving •Invoicing will be managed by same group as Dundas Solar, reducing administrative time and consolidating points of contact. SUBSCRIPTION SIZE & SAVINGS CONFIDENTIAL – DO NOT DISTRIBUTE 4 PROFORMA – SUBSCRIPTION SAVINGS OPTION 1 Subscription Size: •1,672,885 kWh (20% of annual usage). Solar garden Subscription Rate: •$0.1128 / kWh w/ 1% annual escalator Xcel ARR Credit rate (2019): •$0.12405 / kWh Xcel ARR credit projected to increase on average: •2.6% annually Total Estimated Savings over the lifetime of the agreement: •$1,714,800.00 Net Present Value over the lifetime of the agreement (3%): •$1,247,017.00 Year Subscription Size (kWh) Xcel Credit ($/kWh) Subscription Rate ($/kWh) Net Annual Savings 1 1,672,885 $0.12405 $0.1128 $18,900 2 1,664,500 $0.12728 $0.1139 $22,300 3 1,656,200 $0.13058 $0.1151 $25,800 4 1,647,900 $0.13398 $0.1162 $29,300 5 1,639,700 $0.13746 $0.1174 $33,000 6 1,631,500 $0.14104 $0.1186 $36,800 7 1,623,300 $0.14470 $0.1197 $40,600 8 1,615,200 $0.14847 $0.1209 $44,600 9 1,607,100 $0.15233 $0.1221 $48,600 10 1,599,100 $0.15629 $0.1234 $52,800 11 1,591,100 $0.16035 $0.1246 $57,000 12 1,583,100 $0.16452 $0.1258 $61,300 13 1,575,200 $0.16880 $0.1271 $65,700 14 1,567,300 $0.17319 $0.1284 $70,300 15 1,559,500 $0.17769 $0.1297 $75,000 16 1,551,700 $0.18231 $0.1310 $79,700 17 1,543,900 $0.18705 $0.1323 $84,600 18 1,536,200 $0.19191 $0.1336 $89,700 19 1,528,500 $0.19690 $0.1349 $94,800 20 1,520,900 $0.20202 $0.1363 $100,100 21 1,513,300 $0.20727 $0.1376 $105,500 22 1,505,700 $0.21266 $0.1390 $111,000 23 1,498,200 $0.21819 $0.1404 $116,600 24 1,490,700 $0.22386 $0.1418 $122,500 25 1,483,200 $0.22969 $0.1432 $128,300 Total : $1,714,800 CONFIDENTIAL – DO NOT DISTRIBUTE 5 PROFORMA – SUBSCRIPTION SAVINGS OPTION 2 Subscription Size: •1,672,885 kWh (20% of annual usage). Solar garden Subscription Rate: •$0.1240 / kWh w/ 0% annual escalator Xcel ARR Credit rate (2019): •$0.12405 / kWh Xcel ARR credit projected to increase on average: •2.6% annually Total Estimated Savings over the lifetime of the agreement: •$1,837,500.00 Net Present Value over the lifetime of the agreement (3%): •$1,106,334.00 Year Subscription Size (kWh) Xcel Credit ($/kWh) Subscription Rate ($/kWh) Net Annual Savings 1 1,672,885 $0.12405 $0.1240 $200 2 1,664,500 $0.12728 $0.1240 $5,600 3 1,656,200 $0.13058 $0.1240 $11,000 4 1,647,900 $0.13398 $0.1240 $16,500 5 1,639,700 $0.13746 $0.1240 $22,100 6 1,631,500 $0.14104 $0.1240 $27,900 7 1,623,300 $0.14470 $0.1240 $33,700 8 1,615,200 $0.14847 $0.1240 $39,700 9 1,607,100 $0.15233 $0.1240 $45,700 10 1,599,100 $0.15629 $0.1240 $51,800 11 1,591,100 $0.16035 $0.1240 $58,000 12 1,583,100 $0.16452 $0.1240 $64,200 13 1,575,200 $0.16880 $0.1240 $70,600 14 1,567,300 $0.17319 $0.1240 $77,200 15 1,559,500 $0.17769 $0.1240 $83,900 16 1,551,700 $0.18231 $0.1240 $90,500 17 1,543,900 $0.18705 $0.1240 $97,400 18 1,536,200 $0.19191 $0.1240 $104,500 19 1,528,500 $0.19690 $0.1240 $111,500 20 1,520,900 $0.20202 $0.1240 $118,800 21 1,513,300 $0.20727 $0.1240 $126,100 22 1,505,700 $0.21266 $0.1240 $133,600 23 1,498,200 $0.21819 $0.1240 $141,200 24 1,490,700 $0.22386 $0.1240 $149,000 25 1,483,200 $0.22969 $0.1240 $156,800 Total: $1,837,500 CONFIDENTIAL – DO NOT DISTRIBUTE 6 PROJECTS CURRENTLY OPERATIONAL IN MINNESOTA Operational Xcel Energy Solar Rewards Community Gardens: •Dundas Solar LLC – 5 MW community solar garden facility operational since January 2018 •Address: 9634 Dundas Blvd., Northfield, MN 55057 •Waterville Solar LLC – 5 MW community solar garden facility operational January 2018 •Address: 51830 147th Ave, Waterville, MN 56096 •Winsted Solar LLC – 4 MW community solar garden facility operational December 2018 •Address: 4425 230th Street, Winsted, MN 55395 CONFIDENTIAL – DO NOT DISTRIBUTE 7 PROJECTS ANTICIPATED TO BE OPERATIONAL IN 2019 Under construction Xcel Energy Solar Rewards Community Gardens: •Lindstrom Solar LLC – 2 MW community solar garden facility COD March 2019 •St Cloud LLC – 5 MW community solar garden facility COD March 2019 Under development ARR gardens with signed Xcel interconnection and permits in place: •Northfield Solar LLC – 5 MW community solar garden facility COD August 2019 •Helen Solar LLC – 4 MW community solar garden facility COD August 2019 •Warsaw Solar LLC – 2 MW community solar garden facility COD August 2019 •Walcott Solar LLC – 4 MW community solar garden facility COD August 2019 Under development Value of Solar (VOS) Xcel Energy Solar Rewards Community Gardens: •Qty. 10+ 1 MW projects under development for planned construction in 2019 CONFIDENTIAL – DO NOT DISTRIBUTE 8 Project Size and Addresses: Northfield Site (5 MW): 7281 115thSt E, Northfield MN Walcott Site (4 MW): 24230 Albers Ave, Faribault MN Warsaw Site (2 MW): 24950 Farwell Ave, Morristown, MN Project Status: •Xcel Applications Approved •Interconnection agreements in place •Site control, leases in place •Financing secured •Local permits in place •Construction Start Q1 2019 •Energization Q3 2019 PROJECT TIMING AND STATUS Here is a summary of gardens that are applicable to your facility: CONFIDENTIAL – DO NOT DISTRIBUTE 9 CURRENT MUNICIPAL AND SCHOOL DISTRICT CUSTOMERS List of existing subscribers into our solar gardens: •Met Council •City of Minneapolis •City of Rosemount •City of Stillwater •City of St. Cloud •City of Renville •City of Franklin •City of Gibbon •City of Jordan •Chisago City •City of New Auburn •City of St Michael •Waconia School District •Eastern Carver School District CONFIDENTIAL – DO NOT DISTRIBUTE 10 RENESOLA POWER HOLDINGS ReneSola (NYSE:SOL) is a leading international brand in solar project development, construction, operations and asset management. The company has teams in 10 countries, including major solar power markets such as China, the US, Canada, the UK, France, Spain, Turkey, Poland, Japan, and Thailand. We have over 300 employees, completed over 500 MW of solar projects and operate over 150 MW. Our unique business model allows us to bring global and national scale at a local level. In Minnesota, we are working on 50+ MW of community solar gardens throughout the state. CONFIDENTIAL – DO NOT DISTRIBUTE 11 - Thank You - Ben Ransom Business Development Manager 651-734-5527 ben.ransom@renesolapower.com SUBSCRIPTION AGREEMENT SRC 040823 This Subscription Agreement , as amended from time to time (the “Agreement”), is entered into this ____ day of _____________, 2019 by and between Warsaw Solar, 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 24950 Farwell Ave, Morristown, MN 55052 (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 1,400,000 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 associated with the Energy Production of a portion of the Project (“Subscription”) which consists of 39.72% of the nameplate capacity of the Project or 556,080 watts (DC) (the “Allocation”). 1.2 Term. (a) 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”). (b) Prior to the Commercial Operation Date, Owner shall have the right to terminate this Agreement, upon written notice to Subscriber, and without further obligation to Subscriber, if (i) Subscriber is found to be ineligible to won a Subscription or participate in a CSG, (ii) the Project cannot be installed due to physical or environmental limitations at the site, (iii) Owner is unable to obtain any necessary permit for the Project, (iv) the Project fails to qualify as a CSG for any reason, (v) Owner cannot obtain Project financing on terms and conditions reasonably satisfactory to Owner, or (vi) there is a change in Applicable Laws or market conditions which make the Project no longer viable. 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 2019 CSG Rate, effective as of April 1, 2019, is $0.12405/kWh. The CSG Rate also includes payment for sale to Xcel of RECs associated with the Energy Production. The CSG Rate will be ad justed annually during the Term to reflect increases or decreases approved by the Minnesota Public Utilities Commission (“MPUC”). 1.5 Ownership Limitation. Subscriber’s Subscription entitles it only to the Bill Credit s 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 Pro ject 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 Credit s 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 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, under current Applicable Laws, 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 account and other 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 purposes of Xcel’s confirmation of Subscriber’s eligibility up to the full amount of its Subscription and Allocation. 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 9.2 or amend the Agreement to modify Subscriber’s Subscription and Allocation to correspond to the revised Usage Limit or eligibility requirement . 2.5 Subscription Data. Subject to the confident iality 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 current form of the Agency Agreement is attached as Exhibit E The Agency Agreement, among other things, provides information about Xcel’s access to and management of Subscriber data and Xcel’s data privacy policies. 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 $0.1240 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 0.00%. (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 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 subscript ion 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. 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 deems the Project’s application as a CSG to be complete 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 S ystem (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 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 fo r Unsubscribed Energy shall belong to Owner. (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 current 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 or after each becomes available: (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. T he 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 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 Energ y 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 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 exist ing under this Agreement , and of a new Agency Agreement with Xcel; 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 subject to its continuing performance of the obligations of Subscriber. 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 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 Sect ion 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 Credit s for subscribers in the Project alone or together with other CSG projects managed by Owner and its affiliates. 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 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 terminat ed due to actions or omissions by Owner, 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. (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 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: (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; (c) Subscriber is not exempt from the Solar Energy Standard under Minn. Stat. Section 216B.1691, subd. 2(f)(d); (d) Subscriber’s present intent is that the Subscriber Energy allocated to Subscriber from its Allocation and S ubscription, when combined with the estimated amount of energy to be allocated from other community solar gardens in which Subscriber has purchased or is purchasing a subscription and from any distributed energy system at the Eligible Address will not exceed one Subscriber’s Usage Limit. ARTICLE 12 MISCELLANEOUS 12.1 NOTICE. ALL NOTICES OR OT HER 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 REP UTABLE COURIER SERVICE TO THE RESPECTIVE PARTIES AS FOLLOWS: To Subscriber: _________________________ _________________________ _________________________ ______-______-_________ Email: ___________________ To Owner: _____________________ _____________________ _____________________ ____________________ ____________________ 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 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) Warsaw Solar, LLC, a Minnesota limited liability company By____________________________________ Its____________________________________ City of Rosemount, Minnesota By: _______________________________________ Its: _______________________________________ 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 Credit s. 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 is 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 and sale 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 allocated to Subscriber 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. EXHIBIT B SUBSCRIBER DATA 1. Subscriber (name as shown on Xcel account) _______________________ 2. Xcel service address (Eligible Address): _______________________ _______________________ _______________________ 3. Xcel account number(s): _______________________ 4. Subscriber Rate Class: _______________________ 5. Net metering or other generation at Eligible Address: ____________________ 6. Other Xcel accounts: _____________________ 7. Other CSG subscriptions: ____________________ EXHIBIT C ESTIMATE OF ENERGY PRODUCTION Year Estimated CSG Production (kWh) 1 2,122,400 2 2,111,788 3 2,101,229 4 2,090,723 5 2,080,269 6 2,069,868 7 2,059,519 8 2,049,221 9 2,038,975 10 2,028,780 11 2,018,636 12 2,008,543 13 1,998,500 14 1,988,508 15 1,978,565 16 1,968,672 17 1,958,829 18 1,949,035 19 1,939,290 20 1,929,593 21 1,919,945 22 1,910,346 23 1,900,794 24 1,891,290 25 1,881,833 Total 49,995,151 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. EXHIBIT D ESTIMATED SUBSCRIPTION BENEFITS Year Estimated CSG Production (kWh) Allocation (%) Estimated CSG Rate ($/kWh) Subscriber Rate ($/kWh) Cost/Benefit ($) 1 2,122,400 39.72% $0.12405 $0.1240 $42 2 2,111,788 39.72% $0.12728 $0.1240 $2,726 3 2,101,229 39.72% $0.13058 $0.1240 $5,453 4 2,090,723 39.72% $0.13398 $0.1240 $8,223 5 2,080,269 39.72% $0.13746 $0.1240 $11,038 6 2,069,868 39.72% $0.14104 $0.1240 $13,898 7 2,059,519 39.72% $0.14470 $0.1240 $16,805 8 2,049,221 39.72% $0.14847 $0.1240 $19,759 9 2,038,975 39.72% $0.15233 $0.1240 $22,762 10 2,028,780 39.72% $0.15629 $0.1240 $25,815 11 2,018,636 39.72% $0.16035 $0.1240 $28,919 12 2,008,543 39.72% $0.16452 $0.1240 $32,074 13 1,998,500 39.72% $0.16880 $0.1240 $35,283 14 1,988,508 39.72% $0.17319 $0.1240 $38,546 15 1,978,565 39.72% $0.17769 $0.1240 $41,864 16 1,968,672 39.72% $0.18231 $0.1240 $45,239 17 1,958,829 39.72% $0.18705 $0.1240 $48,672 18 1,949,035 39.72% $0.19191 $0.1240 $52,164 19 1,939,290 39.72% $0.19690 $0.1240 $55,717 20 1,929,593 39.72% $0.20202 $0.1240 $59,332 21 1,919,945 39.72% $0.20727 $0.1240 $63,009 22 1,910,346 39.72% $0.21266 $0.1240 $66,752 23 1,900,794 39.72% $0.21819 $0.1240 $70,560 24 1,891,290 39.72% $0.22386 $0.1240 $74,435 25 1,881,833 39.72% $0.22969 $0.1240 $78,380 The initial CSG Rate is Xcel’s 2018/2019 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 escalated at an assumed 2.6% for 2020. 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. EXHIBIT E FORM OF AGENCY AGREEMENT SOLAR*REWARDS COMMUNITY XCEL ENRGY SUBSCRIBER AGENCY AGREEMENT AND CONSENT FORM https://www.xcelenergy.com/staticfiles/xe- responsive/Programs%20and%20Rebates/Residential/MN-SRC-Subscriber-Agency- Agreement.pdf SUBSCRIPTION AGREEMENT SRC 040824 This Subscription Agreement , as amended from time to time (the “Agreement”), is entered into this ____ day of _____________, 2019 by and between Warsaw Solar, 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 24950 Farwell Ave, Morristown, MN 55052 (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 1,400,000 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 associated with the Energy Production of a portion of the Project (“Subscription”) which consists of 39.72% of the nameplate capacity of the Project or 556,080 watts (DC) (the “Allocation”). 1.2 Term. (a) 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”). (b) Prior to the Commercial Operation Date, Owner shall have the right to terminate this Agreement, upon written notice to Subscriber, and without further obligation to Subscriber, if (i) Subscriber is found to be ineligible to won a Subscription or participate in a CSG, (ii) the Project cannot be installed due to physical or environmental limitations at the site, (iii) Owner is unable to obtain any necessary permit for the Project, (iv) the Project fails to qualify as a CSG for any reason, (v) Owner cannot obtain Project financing on terms and conditions reasonably satisfactory to Owner, or (vi) there is a change in Applicable Laws or market conditions which make the Project no longer viable. 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 2019 CSG Rate, effective as of April 1, 2019, is $0.12405/kWh. The CSG Rate also includes payment for sale to Xcel of RECs associated with the Energy Production. The CSG Rate will be ad justed annually during the Term to reflect increases or decreases approved by the Minnesota Public Utilities Commission (“MPUC”). 1.5 Ownership Limitation. Subscriber’s Subscription entitles it only to the Bill Credit s 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 Pro ject 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 Credit s 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 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 Chang es. 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, under current Applicable Laws, 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 account and other 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 purposes of Xcel’s confirmation of Subscriber’s eligibility up to the full amount of its Subscription and Allocation. 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 9.2 or amend the Agreement to modify Subscriber’s Subscription and Allocation to correspond to the revised Usage Limit or eligibility requirement . 2.5 Subscription Data. Subject to the confident iality 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 current form of the Agency Agreement is attached as Exhibit E The Agency Agreement, among other things, provides information about Xcel’s access to and management of Subscriber data and Xcel’s data privacy policies. 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 $0.1240 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 0.00%. (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 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 subscript ion 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 elect ric 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. 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 deems the Project’s application as a CSG to be complete 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 S ystem (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 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 fo r Unsubscribed Energy shall belong to Owner. (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 current 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 or after each becomes available: (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. T he 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 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 Energ y 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 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 te rminate 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 authoriz ations from the proposed t ransferee 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 exist ing under this Agreement , and of a new Agency Agreement with Xcel; 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 subject to its continuing performance of the obligations of Subscriber. 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 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 Sect ion 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. 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 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 terminat ed due to actions or omissions by Owner, 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. (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 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: (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; (c) Subscriber is not exempt from the Solar Energy Standard under Minn. Stat. Section 216B.1691, subd. 2(f)(d); (d) Subscriber’s present intent is that the Subscriber Energy allocated to Subscriber from its Allocation and S ubscription, when combined with the estimated amount of energy to be allocated from other community solar gardens in which Subscriber has purchased or is purchasing a subscription and from any distributed energy system at the Eligible Address will not exceed one Subscriber’s Usage Limit. ARTICLE 12 MISCELLANEOUS 12.1 NOTICE. ALL NOTICES OR OT HER 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 REP UTABLE COURIER SERVICE TO THE RESPECTIVE PARTIES AS FOLLOWS: To Subscriber: _________________________ _________________________ _________________________ ______-______-_________ Email: ___________________ To Owner: _____________________ _____________________ _____________________ ____________________ ____________________ 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 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) Warsaw Solar, LLC, a Minnesota limited liability company By____________________________________ Its____________________________________ City of Rosemount, Minnesota By: _______________________________________ Its: _______________________________________ 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 Credit s. 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 is 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 and sale 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 allocated to Subscriber 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. EXHIBIT B SUBSCRIBER DATA 1. Subscriber (name as shown on Xcel account) _______________________ 2. Xcel service address (Eligible Address): _______________________ _______________________ _______________________ 3. Xcel account number(s): _______________________ 4. Subscriber Rate Class: _______________________ 5. Net metering or other generation at Eligible Address: ____________________ 6. Other Xcel accounts: _____________________ 7. Other CSG subscriptions: ____________________ EXHIBIT C ESTIMATE OF ENERGY PRODUCTION Year Estimated CSG Production (kWh) 1 2,122,400 2 2,111,788 3 2,101,229 4 2,090,723 5 2,080,269 6 2,069,868 7 2,059,519 8 2,049,221 9 2,038,975 10 2,028,780 11 2,018,636 12 2,008,543 13 1,998,500 14 1,988,508 15 1,978,565 16 1,968,672 17 1,958,829 18 1,949,035 19 1,939,290 20 1,929,593 21 1,919,945 22 1,910,346 23 1,900,794 24 1,891,290 25 1,881,833 Total 49,995,151 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. EXHIBIT D ESTIMATED SUBSCRIPTION BENEFITS Year Estimated CSG Production (kWh) Allocation (%) Estimated CSG Rate ($/kWh) Subscriber Rate ($/kWh) Cost/Benefit ($) 1 2,122,400 39.72% $0.12405 $0.1240 $42 2 2,111,788 39.72% $0.12728 $0.1240 $2,726 3 2,101,229 39.72% $0.13058 $0.1240 $5,453 4 2,090,723 39.72% $0.13398 $0.1240 $8,223 5 2,080,269 39.72% $0.13746 $0.1240 $11,038 6 2,069,868 39.72% $0.14104 $0.1240 $13,898 7 2,059,519 39.72% $0.14470 $0.1240 $16,805 8 2,049,221 39.72% $0.14847 $0.1240 $19,759 9 2,038,975 39.72% $0.15233 $0.1240 $22,762 10 2,028,780 39.72% $0.15629 $0.1240 $25,815 11 2,018,636 39.72% $0.16035 $0.1240 $28,919 12 2,008,543 39.72% $0.16452 $0.1240 $32,074 13 1,998,500 39.72% $0.16880 $0.1240 $35,283 14 1,988,508 39.72% $0.17319 $0.1240 $38,546 15 1,978,565 39.72% $0.17769 $0.1240 $41,864 16 1,968,672 39.72% $0.18231 $0.1240 $45,239 17 1,958,829 39.72% $0.18705 $0.1240 $48,672 18 1,949,035 39.72% $0.19191 $0.1240 $52,164 19 1,939,290 39.72% $0.19690 $0.1240 $55,717 20 1,929,593 39.72% $0.20202 $0.1240 $59,332 21 1,919,945 39.72% $0.20727 $0.1240 $63,009 22 1,910,346 39.72% $0.21266 $0.1240 $66,752 23 1,900,794 39.72% $0.21819 $0.1240 $70,560 24 1,891,290 39.72% $0.22386 $0.1240 $74,435 25 1,881,833 39.72% $0.22969 $0.1240 $78,380 The initial CSG Rate is Xcel’s 2018/2019 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 escalated at an assumed 2.6% for 2020. 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. EXHIBIT E FORM OF AGENCY AGREEMENT SOLAR*REWARDS COMMUNITY XCEL ENRGY SUBSCRIBER AGENCY AGREEMENT AND CONSENT FORM https://www.xcelenergy.com/staticfiles/xe- responsive/Programs%20and%20Rebates/Residential/MN-SRC-Subscriber-Agency- Agreement.pdf