Legal NEM Agreement

LEGAL NEM AGREEMENT

This Net Energy Metering Agreement ("Agreement") is entered into as of by and between Utility Name: with principal address ("Utility"), and Customer Name: with service address ("Customer"). Utility and Customer are individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Customer owns and intends to install or has installed a renewable energy generation facility described below that is intended to operate in parallel with Utility's distribution system; and

WHEREAS, Utility operates the metering and billing systems that measure energy delivered to and received from the grid and provides net energy metering services subject to the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights, obligations, and procedures regarding interconnection, metering, billing and crediting of exported generation under the applicable net energy metering regime.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Applicant" means the Customer identified above. "Customer-Generator" means the Customer's facility that generates electricity from renewable resources. "Billing Cycle" means Utility's standard periodic interval for billing retail electric service. "Net Energy Metering" or "NEM" means the billing treatment whereby exports to the grid are credited against imports in accordance with the crediting methodology set forth in Section 4.

2. SYSTEM DESCRIPTION AND REPRESENTATIONS

Customer represents and warrants that the system shall be installed and maintained in compliance with all applicable interconnection standards, safety codes, and manufacturer specifications, and that Customer is the owner or authorized agent for the System located at the Service Address.

3. SCOPE OF SERVICE

Utility agrees to provide net energy metering accounting for the Customer-Generator's Facility in accordance with this Agreement. Services provided under this Agreement are limited to metering, billing, and crediting as expressly stated herein and do not constitute a warranty of performance, capacity, or interconnection availability.

4. METERING, BILLING, AND CREDITING

Utility will install or permit use of an appropriate metering device to record electricity delivered to and received from the distribution system. Net energy metering shall be documented on each Billing Cycle by offsetting kilowatt-hour (kWh) exports from the Facility against kWh imports to the Facility during the same Billing Cycle. Any net export remaining after application to contemporaneous import shall be credited as follows:

Credit Option (select one): Retail Credit Wholesale or Avoided Cost Credit Time-of-Use or Alternative Credit

Credits shall be applied to subsequent Billing Cycles in accordance with Utility's billing procedures. Credits have no cash value except where required under applicable law or as otherwise agreed in writing. If a cash payout is required, Utility will pay Customer at the rate set forth in the selected Credit Option or, if unspecified, at Utility's published net export compensation rate.

5. INTERCONNECTION AND COMMISSIONING

Interconnection Date:    Commissioning Date:

Customer shall not operate the Facility in parallel with Utility's system until Utility has inspected and approved interconnection and Customer has received any required permission to operate. Utility reserves the right to require modification to interconnection equipment or protective devices as a precondition to approval.

6. OPERATION, MAINTENANCE, AND ACCESS

Customer shall operate and maintain the Facility in a safe and code-compliant manner. Utility shall have the right to access the Facility and metering equipment during reasonable hours for inspection, testing, maintenance, or removal of Utility equipment, subject to notice and coordination except in emergencies.

7. LIMITATION OF LIABILITY; INDEMNITY

Each Party's liability for direct damages arising out of or related to this Agreement shall be limited to proven direct damages and shall exclude consequential, incidental, punitive, and exemplary damages to the fullest extent permitted by law. Nothing in this limitation shall relieve a Party of liability for gross negligence, willful misconduct, or violation of applicable law.

Customer shall indemnify, defend and hold Utility harmless from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the design, installation, operation, maintenance, or ownership of the Facility, except to the extent caused by Utility's gross negligence or willful misconduct.

8. INSURANCE

Customer shall maintain insurance covering personal injury and property damage arising from the Facility in amounts customary and reasonable for facilities of similar size and risk, and shall provide evidence of such insurance upon Utility's request.

9. BILLING DISPUTES

If Customer disputes any item on a bill, Customer shall notify Utility in writing within thirty (30) days following the bill date, identifying the basis for the dispute. The Parties shall use commercially reasonable efforts to resolve disputes promptly. Undisputed portions of any bill shall remain due and payable.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon thirty (30) days' prior written notice for material breach that remains uncured after thirty (30) days, or immediately upon mutual written agreement. Termination shall not affect obligations accrued prior to the effective date of termination.

11. COMPLIANCE WITH LAW

Each Party shall comply with all applicable federal, state and local laws, regulations, and codes in the performance of its obligations under this Agreement, including electrical codes and any applicable interconnection standards.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as a Party designates by notice:

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing signed by the waiving Party, and no waiver shall constitute a waiver of any other or subsequent breach.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Service Address is located, excluding conflict of law principles. Venue for any action arising out of this Agreement shall lie in the state or federal courts located within the county of the Service Address.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

SIGNATURES

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