NEM Power Purchase Agreement

NEM POWER PURCHASE AGREEMENT

This Net Energy Metering Power Purchase Agreement (the Agreement) is entered into as of by and between Seller: , a , with principal place of business at ; and Buyer: , a , with principal place of business at .

RECITALS

WHEREAS, Seller develops, installs, owns and operates a solar electric generation facility to be located at the Site described below that will deliver electrical energy to the Buyer under Net Energy Metering (NEM) rules; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all Delivered Energy generated by the Facility for the Term established herein, subject to the terms and conditions of this Agreement.

WHEREAS, the parties intend that the Facility will be interconnected with the distribution system and participate in applicable NEM programs in the utility service territory in which the Site is located.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this NEM Power Purchase Agreement, including all schedules and exhibits. 1.2 "Buyer" and "Seller" have the meanings stated in the introductory paragraph. 1.3 "Site" means the real property at on which the Facility will be located. 1.4 "Facility" means the solar electric generation system of approximate nameplate capacity . 1.5 "Commercial Operation Date" means , the date on which the Facility commences commercial operation in accordance with Section 4.

2. SALE AND PURCHASE OF DELIVERED ENERGY

2.1 Sale and Purchase. Subject to the terms of this Agreement, Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, all electric energy delivered from the Facility to Buyer’s meter that is eligible for net energy metering (Delivered Energy).

2.2 Purchase Price. Buyer shall pay Seller for Delivered Energy at the rate of per kilowatt-hour (kWh) (the Purchase Price), subject to adjustment as provided in Section 2.4.

2.3 Metering and Netting. Delivered Energy shall be measured by the meter designated by the utility for NEM billing. Netting of generation and consumption shall be performed in accordance with applicable NEM regulations; Meter reads and determinations by the utility shall be prima facie evidence of Delivered Energy, absent manifest error.

2.4 Annual Adjustment. The Purchase Price may be adjusted on each anniversary of the Commercial Operation Date by an amount equal to percent, unless otherwise agreed in writing.

3. TERM; COMMENCEMENT; TERMINATION

3.1 Term. The Initial Term of this Agreement shall commence on the Commercial Operation Date and continue for a period of years (the Term), unless earlier terminated under this Agreement.

3.2 Early Termination. Either party may terminate this Agreement upon the other party's material breach that remains uncured after days' written notice and opportunity to cure, subject to the remedies and limitations in Section 12.

4. INTERCONNECTION, PERMITS AND COMPLIANCE

4.1 Interconnection. Seller shall be responsible for applying for and obtaining interconnection of the Facility with the utility distribution system, at Seller’s expense, and for compliance with the interconnection agreement executed between Seller and the utility.

4.2 Permits. Each party shall obtain and maintain applicable permits and approvals for its respective obligations. Seller shall procure all permits necessary for construction and operation of the Facility; Buyer shall cooperate reasonably in permit processing and site access.

5. OPERATION, MAINTENANCE, AND PERFORMANCE

5.1 Operation and Maintenance. Seller shall operate and maintain the Facility in a prudent and workmanlike manner, consistent with industry standards and manufacturer recommendations. Seller shall respond to outages and faults as required under the operation and maintenance plan.

5.2 Performance Guarantee. Seller warrants that during each Contract Year the Facility will achieve a minimum availability of . If the availability falls below the guaranteed level, Seller shall pay Buyer liquidated damages as set forth in Schedule A.

6. TITLE; ENVIRONMENTAL ATTRIBUTES; RENEWABLE ENERGY CREDITS

6.1 Title. Title to energy delivered to the utility meter shall remain with Seller until measured and delivered; Buyer shall take title to the Delivered Energy at the point of delivery for purposes of payment and use.

6.2 Renewable Energy Credits (RECs). Ownership of environmental attributes, including RECs, shall be: Seller retains RECs Buyer receives RECs The parties acknowledge that the selection above controls transfer of environmental attributes and any associated accounting for compliance or voluntary markets.

7. PAYMENT; BILLING; TAXES

7.1 Billing. Seller shall issue invoices to Buyer on a basis for the Purchase Price for Delivered Energy for the applicable billing period. Buyer shall pay undisputed amounts within days of receipt of invoice.

7.2 Taxes. Each party shall be responsible for taxes imposed on that party as a result of this Agreement, except as otherwise specifically allocated herein. If a taxing authority requires collection of sales or other transactional taxes on the PPA, Buyer shall remit such taxes unless applicable law provides otherwise.

8. INSURANCE; INDEMNITY

8.1 Insurance. Each party shall maintain insurance customary for its operations, including commercial general liability and, for Seller, property and builders risk insurance during construction. Minimum coverages shall be consistent with prudent industry practice and sufficient to cover potential liabilities arising under this Agreement.

8.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against claims, liabilities, losses and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law, subject to limits set forth in Schedule B.

9. FORCE MAJEURE

9.1 Excused Performance. Neither party shall be liable for failure or delay in performance to the extent caused by Force Majeure events, including acts of God, strikes, war, government action, or utility curtailment. The affected party shall give prompt notice to the other and shall use commercially reasonable efforts to resume performance.

10. DEFAULT; REMEDIES

10.1 Event of Default. An Event of Default shall include failure to pay amounts when due, material breach of representations or covenants, insolvency, or failure to cure other material breaches within the cure period specified in Section 3.2. 10.2 Remedies. Upon an Event of Default, the non-defaulting party may pursue all remedies available at law or equity, including termination and recovery of damages, subject to any limitations of liability in this Agreement.

11. ASSIGNMENT

11.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Seller may assign to a financing party as security for financing without Buyer’s consent, subject to the assignee assuming Seller's obligations.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery:

13. AMENDMENTS; WAIVER

13.1 Amendments and Waiver. No amendment to this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision shall be valid unless in writing and signed by the waiving party.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

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. Signatures transmitted by electronic or facsimile means shall be deemed original signatures.

SCHEDULED INFORMATION

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