NET ENERGY METERING AND INTERCONNECTION AGREEMENT

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Kerrie Parrish
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1 NET ENERGY METERING AND INTERCONNECTION AGREEMENT This Net Energy Metering and Interconnection Agreement (the Agreement ), dated,, (the Effective Date ), is entered into by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( CPAU ), and the ( Customer-Generator ), with a Facility located at the service address stated below (the Premises ) (individually, a Party, and, collectively, the Parties ). CUSTOMER-GENERATOR AND FACILITY INFORMATION Customer Generator Name: Service Address: CPAU Electric Service Account Number: Mailing Address (if different from above): Description of solar or wind turbine electrical generating facility or hybrid system of both (the Facility ): Inverter Model Number(s): System Equipment Rating: kw-ac Palo Alto Building Permit Number: Date the Facility received Permission to Operate from the City of Palo Alto Building Inspector: SECTION 1 TERM 1.1 This Agreement takes effect on the Effective Date, and it continues until a Party gives thirty (30) days prior written notice of termination to the other Party (the Term ). The termination takes effect on the last day of Customer-Generator s regular full billing cycle following the receipt of the notice, as determined in accordance with CPAU s Utilities Rules and Regulations. SECTION 2 SERVICE ELIGIBILITY 2.1 During the Term, and in accordance with CPAU s applicable Electric Service Rate and Rule and Regulations (both referred to above) and section 2827 of the California Public Utilities Code, as amended, Customer- Generator will become and remain eligible for participation in CPAU s net energy metering program, provided the following conditions are met: (A) (B) (C) Customer-Generator is a CPAU customer in good standing; Customer-Generator uses the Facility, which has a capacity of not more than one (1) megawatt (or 1,000 kilowatts); The Facility is located at the Premises, and it is interconnected with and operates in parallel with CPAU s electric utility distribution system; and jb Rev. Nov. 9, 2016

2 (D) SECTION 3 The Facility is intended primarily to offset part or all of Customer-Generator s electrical service requirements. FACILITY INTERCONNECTION AND METERING 3.1 Customer-Generator will install (or will cause the installation), operate, maintain, and repair the Facility and use the meter(s) that both meet the requirements of CPAU s Rules and Regulations, as amended, and other applicable California and City of Palo Alto laws, rules and regulations, including, but not limited to, CPAU s interconnection standards and net energy metering standards. 3.2 CPAU, at its sole cost and expense, will be entitled to inspect and approve the installation of the Facility and verify or otherwise authenticate the accuracy of the meter(s). 3.3 Customer-Generator grants to CPAU, its officers, employees, agents and representatives the nonexclusive right of ingress and egress on, over and across the Premises upon reasonable prior notice for the purpose of inspecting and approving the installation and operation of the Facility and authenticating the accuracy of the meter(s), or in the event of an emergency or in regard to a disconnection of the Facility, without notice, if in CPAU s Director of Utilities sole judgment, a condition hazardous to life or property exists, and immediate action is necessary to protect life or property from damage or interference directly caused by the Equipment or as a result of the lack of properly operating protective devices. 3.4 Customer-Generator will obtain and maintain the required governmental authorizations, permits, and any policy or policies of insurance, including, without limitation, commercial general liability, property, and professional liability insurance, as may be required by applicable laws, subject only to subsection 3.5 below. 3.5 Customer-Generator will comply with all applicable federal, state and local safety and performance standards applicable to the Facility that are set forth in Exhibit A and are established by or under the National Electrical Code (NEC), the Institute of Electrical and Electronics Engineers (IEEE) and accredited testing laboratories, including, without limitation, Underwriters Laboratories (UL), and in accordance with the applicable orders, rules and regulations of the California Public Utilities Commission, pertaining to the safety and reliability of electrical generating systems, and applicable City of Palo Alto building codes. If the Equipment or Customer-Generator s hybrid photovoltaic/solar-wind electric generation system meets the referenced standards, rules and regulations, then Customer-Generator shall not be required to install additional controls, perform or pay for additional tests, or purchase additional liability insurance. 3.6 CPAU will not be obligated to accept or pay for, and it may require Customer-Generator to interrupt or reduce, the delivery of available energy generated by the Facility under the following: (a) whenever CPAU in its sole judgment determines that the interruption or reduction is necessary in order for CPAU to construct, install, maintain, repair, replace, remove, investigate, or inspect any part of CPAU s electric utility distribution system; or (b) if CPAU determines that the interruption or reduction is necessary on account of an emergency, voluntary or involuntary outage, event of force majeure, or compliance with prudent electrical practices. 3.7 Notwithstanding any other provision of this Agreement, if CPAU determines that either (a) the operation of the Facility may threaten or endanger the health, safety or welfare of CPAU s personnel or CPAU s or jb Rev. Nov. 9, 2016

3 its personnel s property, or (b) the continued operation of the Facility may endanger the operational integrity of CPAU s electric utility distribution system, CPAU will have the right to temporarily or permanently disconnect the Facility from CPAU s electric utility distribution system upon the delivery of reasonable notice to Customer-Generator; provided, however, CPAU may act without giving prior notice to Customer-Generator, if CPAU determines that it is impracticable to provide the notice. The Facility will remain disconnected until such time as CPAU s Director of Utilities is reasonably satisfied that the conditions referred to in this subsection have been corrected or sufficiently addressed. 3.8 Customer-Generator will (a) maintain the Facility, which interconnects with CPAU s electric utility distribution system, in a safe and prudent manner and in conformance with all applicable laws, rules and regulations, including, without limitation, the requirements of this Section 3, and (b) obtain any governmental approvals, authorizations and permits required for the construction and operation of the Facility. 3.9 Customer-Generator will reimburse CPAU for any and all losses, damages, claims, penalties, or liability that CPAU may incur or sustain as a result of Customer-Generator s failure to obtain and maintain any and all governmental approvals, authorizations and permits that may be required for the construction, installation, operation, repair and maintenance of the Facility. SECTION 4 NET ENERGY RATE; SETTLEMENT METHOD 4.1 At the end of the twelve-month period to be determined by CPAU, CPAU will determine whether Customer-Generator is a net electricity consumer or a net surplus customer-generator. In that regard, an annual settlement date shall be established as either the date of final interconnection for Customer- Generator, who is subject to the provisions of Section 4.2, or the date on which a fully executed Net Surplus Electricity Election Form is received from Customer-Generator, who is subject to the provisions of Section 4.3(a). 4.2 On each annual settlement date, where the electricity supplied by CPAU during that period exceeds the electricity generated by the Facility during that same period, Customer-Generator is a net electricity consumer during that same period, and Customer-Generator will owe compensation to CPAU. The compensation shall be calculated according to the terms and conditions of the NEMIA and the applicable utility rates and charges for baseline quantity of electricity, to which class of utility customers Customer- Generator would be assigned. The net balance of money owed to CPAU will be carried forward as a monetary value until the end of the twelve-month period in the case of a residential or small commercial customer, or the residential or small commercial customer may elect to pay the balance due at the end of any month. If Customer-Generator is a medium commercial or large commercial (industrial) customer, then payment of any net balance due shall be made on a monthly basis. 4.3 (a) On each annual settlement date, where the electricity supplied by the Facility during that period exceeds the electricity supplied by CPAU during that same period, Customer-Generator is a net surplus customer-generator during that same period, and, upon Customer-Generator s affirmative election, CPAU either will provide net surplus electricity compensation, as such term is defined in California Public Utilities Code section 2827(b)(8), for any net surplus electricity generated during the prior twelve-month period, or will allow the net surplus electricity to be applied as a credit for electricity (expressed in kilowatt-hours) subsequently supplied by CPAU to Customer-Generator. Any net surplus electricity that jb Rev. Nov. 9, 2016

4 will be applied as a credit shall be carried forward to the following billing cycle as a monetary value and shall be recorded as a credit to the extent there remains a credit on Customer-Generator s account until the end of the following twelve-month period. (b) If Customer-Generator, as a net surplus customer-generator, fails to make an affirmative election to receive service pursuant to net surplus electricity compensation, then the annual settlement date will be as set forth in Section 4.2. CPAU shall retain any excess energy (expressed in kilowatt-hours) generated during the prior twelve-month period, and CPAU will not be obligated to pay net surplus electricity compensation or allow Customer-Generator to apply the net surplus electricity as a credit during the following twelve-month period. 4.4 CPAU shall provide Customer-Generator with net electricity consumption information with each monthly bill; that information shall include either the current monetary balance owed to CPAU or the current amount of net surplus electricity produced since the last twelve-month period. 4.5 Customer-Generator, who is subject to the provisions of Section 4.2 and Section 4.3(b) and is a residential or small commercial customer, as defined, may elect to pay the electricity charges of the billing statement each month, but such option shall not be available to any Customer-Generator, who is considered a medium commercial or large commercial (industrial) customer of CPAU. Customer-Generator s bill payment will not be considered delinquent, unless Customer-Generator does not pay a final billing statement within twenty (20) days of the date of issuance of that final billing statement. 4.6 If Customer-Generator terminates the contractual relationship with CPAU, then CPAU shall reconcile Customer-Generator s consumption and production of electricity during any part of the twelve-month period following the last annual settlement. 4.7 Standby service charges for backup or maintenance electric service will be waived for Customer- Generator, provided Customer-Generator qualifies for participation in net energy metering at the Service Address. 4.8 To the extent either Party is eligible for any credits, including renewable energy credits, benefits, emissions reductions, environmental and air quality credits, emissions reduction credits, offsets, and allowances, howsoever entitled, arising under this Agreement, the Parties agree that any such credits and benefits shall accrue to the Party as determined in accordance with California Public Utilities Code section 2827(h)(5)(A), as may be amended from time to time. SECTION 5 INDEMNITY 5.1 Each Party, as indemnitor, shall defend, protect, indemnify and hold harmless the other Party, as indemnitee, its directors, officers, employees, and agents of the other Party from and against any and all losses, liability, damages, claims, costs, charges, demands, or expenses (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, and reasonable attorneys fees) for injury or death to persons and damage to property, arising, directly or indirectly, out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor s facilities; provided, however, Customer-Generator s duty to indemnify CPAU shall not extend to any loss, liability, damage, jb Rev. Nov. 9, 2016

5 claim, cost, charge, demand, or expense resulting from interruptions in electrical service to CPAU s electric utility customers other than Customer-Generator. Neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense arising out of or resulting from its sole negligence or willful misconduct. 5.2 Notwithstanding the foregoing indemnity, and except for a Party s willful misconduct or sole negligence, each Party shall be solely responsible for damage to its facilities resulting from electrical disturbances or faults. 5.3 The provisions of this Section 5 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 5.4 EXCEPT AS OTHERWISE PROVIDED IN SECTION 5.1, A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF OPPORTUNITY OR LOSS OF DATA), HOWSOEVER CAUSED, WHETHER ARISING NUDER TORT, CONTRACT, OR OTHERWISE, WHETHER OR NOT FORESEEABLE, INCURRED BY THAT OTHER PARTY. SECTION 6 NOTICE 6.1 Any notice required to be given under this Agreement will be delivered, in writing, and electronically mailed or mailed at any United States Post Office with postage prepaid and correctly addressed to the Party, or personally delivered to the Party, at the address below. Changes to such designation may be made by notice similarly given. All written notices will be directed, as follows: CITY: City of Palo Alto Department of Utilities 250 Hamilton Ave. Palo Alto, CA ATTN.: Utilities Marketing Services Telephone No.: (650) Facsimile No.: (650) Address: pvpartners@cityofpaloalto.org CUSTOMER-GENERATOR: ATTN.: Telephone No.: Facsimile No.: Address: SECTION 7 MISCELLANEOUS PROVISIONS 7.1 This Agreement is governed by and interpreted and construed in accordance with the laws of the State of California as if executed and to be performed wholly within the State of California. 7.2 Any amendment or modification to this Agreement will not be binding upon the Parties, unless the Parties agree thereto, in writing. The failure of a Party at any time or times to require performance of any provision hereof will in no manner affect the right at a later time to enforce the same. No waiver by a Party of the breach of any covenant, term or condition contained in this Agreement, whether by conduct or otherwise, will be deemed or be construed as a further or continuing waiver of any such breach or a waiver of the breach of any other covenant, term or condition, unless such waiver is stated, in writing. 7.3 This Agreement will supersede any existing agreement, to which Customer-Generator may be a party, jb Rev. Nov. 9, 2016

6 under which Customer-Generator is currently operating the Facility, and any such agreement shall be deemed terminated as of the date this Agreement becomes effective. 7.4 The provisions of CPAU s utility rate schedule and Utilities Rules and Regulations 27 and 29 now or hereafter in effect shall apply to this Agreement. IN WITNESS WHEREOF, the Parties by their duly appointed representatives have executed this Net Energy Metering and Interconnection Agreement in Palo Alto, County of Santa Clara, as of the Effective Date. CITY OF PALO ALTO ASSISTANT CITY MANAGER/GENERAL MANAGER OF UTILITIES CUSTOMER-GENERATOR jb Rev. Nov. 9, 2016

7 EXHIBIT A INTERCONNECTION STANDARDS FOR SOLAR AND WIND TURBINE ELECTRICAL GENERATING FACILITIES OR A HYBRID SYSTEM OF BOTH General These interconnection standards apply to interconnected nonutility-owned solar and wind turbine electric generation facilities, or a hybrid system of both, that are connected for parallel operation with CPAU s electric utility distribution system. Design Requirements Customer-Generator will conform to the applicable National Electric Code (NEC) Standards [NEC 690] and applicable building codes. Customer-Generator will have a dedicated circuit from the inverter to service panel with a circuit breaker or fuse [NEC (b)(1)]. Customer-Generator's overcurrent device at the service panel will be marked to indicate solar power source [NEC (b)(4)]. Customer-Generator shall install a visible break, lockable AC disconnect switch in the dedicated circuit to the inverter. This switch will be located where it is easily accessible by CPAU personnel and will be equipped with a CPAU padlock (CPAU Rule and Regulation 27). Customer-Generator s inverter will be UL 1741 approved and have the following specifications for parallel operation with CPAU s electric utility distribution system: Inverter output will automatically disconnect from CPAU s utility source upon loss of utility voltage and will not reconnect until at least five (5) minutes after normal utility voltage and frequency have been restored [UL 1741]. Inverter will automatically disconnect from CPAU s utility source within 120 cycles (2 seconds) if CPAU s utility voltage is less than 106 volts or greater than 132 volts on a 120-volt base [UL 1741]. C. Inverter will automatically disconnect from CPAU s utility source within 10 cycles (0.17 seconds) if CPAU s utility frequency fluctuates is less than 59.3 hertz or greater than 60.5 hertz [UL 1741] cycle. D. Inverter output will comply with IEEE 519 standards for harmonic distortion (CPAU Rule and Regulation jb Rev. Nov. 9, 2016

2. IDENTITY AND LOCATION OF GC

2. IDENTITY AND LOCATION OF GC INTERCONNECTION AND NET ENERGY METERING AGREEMENT FOR LARGE COMMERCIAL CUSTOMERS OF A SOLAR, WIND OR HYBRID OF BOTH GENERATING FACILITY HAVING A CAPACITY OF 30 KW TO 1,000 KW DECLARATIONS This Interconnection