McLeod Cooperative Power Community Solar LICENSE AGREEMENT Contract Number This License Agreement ( Agreement ) is made and entered into this day of, 20 by and between McLeod Cooperative Power Association (MCPA), with its principal place of business at 1231 Ford Avenue N., Glencoe MN 55336 (email address: mcpainfo@mcleodcoop.com) and the Member identified as follows: Member: (as printed on electric bill) Billing Address: City: State: Zip Code: Telephone: Email Address: Account Number 1. License. 1.1. Subject to the terms and conditions set forth in this Agreement, MCPA hereby grants to Member a license to purchase the kwh output from solar panels at $1,550.00 per solar panel for a total subscription of $. 1.2. Each solar panel will be placed in service at the MCPA Community Solar Array located at 591 Lindbergh Trail, Glencoe, MN. Member acknowledges and agrees that MCPA will retain sole ownership, possession and control of the Community Solar Array, and will have the exclusive right to maintain and operate the Community Solar Array. 1.3. During the Term of this Agreement, Member will receive a Solar Panel kwh Output Credit ( Solar Credit ) each month that there is kwh output from the Community Solar Array. Credit will be applied on the Member s invoice for electricity provided by MCPA at the following address (the Service Address ), which address must be located within MCPA s service territory. Service Address: City:, Minnesota Zip: MCPA s Service Map Location (to be supplied by the utility). Only metered residential and commercial accounts will be permitted to receive the Solar Credit. Nonmetered, DG net-metered, and lighting accounts are not allowed to participate in the program. A License Agreement with a Member will be required for each specific location receiving Solar Credits. Page 1 of 7
2. Consideration. As consideration for the License granted to Member pursuant to this Agreement, the Member will: 2.1. Pay MCPA the sum of $ 1,550.00 per solar panel kwh output designated, due upon execution of this Agreement (the License Fee ), for the right to receive Solar Credits from the Community Solar Array. Such License Fee will be made payable to McLeod Cooperative Power Association. 2.2. Limit on quantity of panels: The estimated kwh annual output of the total number of panels member has selected to receive Solar Credit from must not exceed the kwh energy used in the past twelve (12) months on the account to which the member has designated the Solar Credits be applied. 2.3. Member acknowledges that MCPA, as owner of the Community Solar Array, retains all rights to Renewable Energy Credits and any environmental attributes associated with each solar panel licensed pursuant to this Agreement for MCPA s sole use. 3. Term. This License will commence on the date of this Agreement, or on the in-service date of the solar panel(s) licensed hereby, whichever is later, and will continue for twenty (20) years from the in-service date of the array, or until the death of the Member, whichever occurs first, (the Term ), subject however, to early termination as provided in this Agreement. 4. MCPA s Obligations. MCPA agrees to: 4.1. Refund the subscription amount paid to the Member if the facility is not completed. 4.2 Provide, at its cost, all necessary maintenance for the Community Solar Array. MCPA shall be responsible for ensuring that the Community Solar Array and each of its components meet all applicable codes, standards, and regulatory requirements at the time of installation and throughout the Term of this Agreement. In the event of equipment failure, MCPA will bring the equipment back to working order as quickly as is reasonably possible. 4.3. Acquire and maintain, at its sole cost, insurance for the Community Solar Array. MCPA will be listed as the sole loss payee for such insurance. 5. Solar Credits. The Solar Credit(s), based on the amount of electrical energy output purchased, will be calculated as follows: 5.1. If there is a change of occupancy or ownership at the account receiving the Solar Credits, it is the responsibility of the Member, to request a transfer of the Solar Credits to another approved address in accordance with Section 8 of this Agreement. 5.2. MCPA will calculate the Solar Credit(s) by dividing the Total Power Output of the Community Solar Array by the number of solar panels in the array, and be rounded down to the nearest kwh. 5.3. The actual electric production for the entire Community Solar Array will be recorded on a calendar month basis. The appropriate credit(s) will be applied to Member s bill the following month after that production. Solar Credits will be calculated using the same general service energy rate as is used to bill the account to which the Solar Credit(s) are applied. 5.4. In the event the applicable location account associated with this Agreement is removed and/or not in service, and the Member has not directed MCPA to transfer the Solar Credits to a different account, the Page 2 of 7
electricity produced by these panels will be retained and utilized by the entire membership of MCPA during this time. The credits associated with this production will be applied in a way deemed acceptable by MCPA. 6. License/Agreement Buyout. If the Member moves out of MCPA s service area and is unable to sell, transfer or donate this license to another MCPA member or member organization, the Member may, at the Member s option, accept the MCPA discounted buyout option described in Attachment A, Solar Buyout Discount Schedule. The Solar Buyout Discount Schedule is maintained for the purpose of determining the buyout price. If the Member accepts the discounted buyout option then, upon MCPA fulfilling the buyout requirements in accordance with Attachment A, this Agreement and the License granted hereby will be terminated and MCPA will have no further obligations to the Member. 7. Additional Acknowledgements. The parties further acknowledge and agree that: 7.1. Member will not have access to the Community Solar Array for any purpose, unless otherwise agreed to in advance by MCPA in its sole discretion. 7.2. Solar Credit(s) will be applied monthly to reduce member s electric bill. Member s account needs to purchase the same number or more kwh than it receives in kwh Solar Credits annually to participate in the Community Solar Array Program. Accumulated, unused Solar Credits will not be refunded, transferred or donated. 7.3. Except as expressly provided in Section 8 of this Agreement, Member may not assign, gift, bequeath or otherwise transfer any License for the output of a Solar Panel to any other individual or entity. 8. Transfer/Assignment. Subject to the provisions of this Section and with advance notice to MCPA, Member may elect to: (a) change the Service Address for which the Solar Credit(s) for one or more solar panels will apply, provided such Service Address is within MCPA s service territory, or (b) assign this Agreement and/or the License granted hereby to another individual or organization, provided such assignee s Service Address is located within MCPA s service territory and individual or organization is a Member of MCPA. Member will notify MCPA of such change or assignment in writing at least 30 days prior to the effective date of such change, which notice will include: 1. Member s name and mailing address and additional contact information; 2. The current Service Address; 3. The new Service Address (if applicable); 4. The name of the individual or organization to whom Member is assigning this Agreement (if applicable); 5. Member s surrender of the applicable License; and 6. The effective date of such change or assignment. Member or organization the Solar Credits are being transferred to must sign a new License Agreement. Member may transfer/assign this Agreement and/or the License granted hereby one (1) time in any calendar year at no charge. An administration fee of $25.00 will be charged for any transfer/assignment in excess of one (1) time in a calendar year. Upon assignment of any License, the Member will surrender all rights and interest in and to such License. Member further acknowledges and agrees that such assignment does not extend the Term of the License. Page 3 of 7
9. Repurchase. In MCPA's sole discretion, MCPA may, at any time it deems necessary for the good of the Cooperative membership, elect to repurchase all or any portion of Member's solar panel output subscription and the associated rights to receive Solar Credits, and Member is obligated to sell such solar panel output subscription and associated rights to MCPA pursuant to the terms of this Section 9. MCPA will not exercise its option to repurchase the Member s solar panel output subscription for the purpose of capturing current or future economic advantages attributable to the Member's allocated subscription. Such repurchase will occur as follows: 9.1. MCPA will notify Member of MCPA's election to exercise its repurchase right and the kw amount of Member's allocated subscription and associated rights to receive Solar Credits being repurchased (the "Repurchase Notice"). 9.2. The subscription price paid by member will be multiplied by the percentage for the year repurchase is made, as shown on Attachment A, Solar Buyback Schedule. Therefore, after this Agreement has been in effect for 20 years, the repurchase price will be $0. 9.3. MCPA will repurchase the subscription agreement within 30 days after sending such Repurchase Notice by sending payment to Member in an amount equal to the sum of (a) the repurchase price as calculated in Attachment A, plus (b) any earned Solar Credits that have not yet been credited to the invoice for the Service Address. On receipt by Member of the buyback payment, the Solar License Agreement will terminate, and MCPA will have no further obligation to Member with regard to such Solar Credits. 10. Notice. All notices, requests, consents, and other communications required by this Agreement will be in writing and delivered in person or by first class mail, postage prepaid, to the address stated above for the party to which it is intended and will be deemed delivered upon the earlier of (a) the date of actual receipt, or (b) three business days after being deposited in the mail, postage prepaid. Notice may also be given electronically by email addressed to the receiving party at the email address stated above. 11. No Partnership, Etc. Nothing in this Agreement shall be construed as creating any partnership, joint venture or other business relationship between the parties. The Member shall not, for any purpose, be considered to be an agent of MCPA. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be released, discharged, or modified except by an instrument in writing signed by a duly authorized representative of each of the parties. 12.1 Customer is not relying on any representation, warranty or promise with respect to the McLeod Cooperative Power Association s Community Solar Program made by or on behalf of the MCPA, except to the extent specifically stated in this Agreement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE COMMUNITY SOLAR ARRAY IS BEING USED IN THE MCPA COMMUNITY SOLAR PROGRAM AS IS, WHERE IS, AND WITHOUT WARRANTY. ANY WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Page 4 of 7
13. Governing Law/Jurisdiction/Venue. This Agreement shall be deemed to have been made in, and shall be construed under, the laws of the State of Minnesota, without regard to the principles of conflicts of laws thereof. The parties acknowledge and agree that a court of competent jurisdiction located in McLeod County, Minnesota shall have exclusive jurisdiction in any action or proceeding arising under or relating to this Agreement. IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date first written above. Member name (please print) McLeod Cooperative Power Association Name: Signature: Member signature Title: Page 5 of 7
Attachment A McLeod Cooperative Power Association Community Solar Array LICENSE AGREEMENT Solar Panel Buyback Schedule Year % of Purchase 1 95% 2 90% 3 85% 4 80% 5 75% 6 70% 7 65% 8 60% 9 55% 10 50% 11 45% 12 40% 13 35% 14 30% 15 25% 16 20% 17 15% 18 10% 19 5% 20 0% Page 6 of 7
Addendum to McLeod Cooperative Power Community Solar License Agreement In the event that I,, die before the end of the (Print Member Name) Term of this license agreement, I specify that I would like my McLeod Cooperative Power Community Solar Subscription transferred to: (Print Name of Person or Organization) (Complete Address) (Signature of Member/Subscriber) (Date) Upon notification of the death of the Member/Subscriber referenced herein, McLeod Coop Power Association (MCPA) will transfer the Solar Credits of the deceased Member/Subscriber to the person or organization specified herein, subject to the following qualifications: (1) that the person or organization is a member of MCPA; (2) that the person or organization has an active electric account that meets the usage qualifications specified in MCPA s Community Solar License Agreement; and (3) that the person or organization agrees to and executes a Community Solar License Agreement for the remainder of the Term of the license agreement. If the person or organization declines the Solar Credits or does not meet the qualifications reference herein, the Solar Credits will be retained and utilized by the entire membership of MCPA for the remainder of the Term of the license agreement, and applied in a way deemed acceptable by MCPA. Page 7 of 7