SolarCurrents Program Agreement

Transcription

1 SolarCurrents Program Agreement This SolarCurrents Agreement, including all exhibits hereto ( Agreement ) is made by and between DTE Electric Company ( DTE ), a Michigan corporation, whose address is One Energy Plaza, Detroit, Michigan 48226, and ( Customer ), who receives distribution service from DTE at, (the Property ) as of the date executed by DTE below ( Effective Date ), for the purpose of establishing a DC nameplate capacity photovoltaic solar system for the DTE SolarCurrents Program as further described at ( SolarCurrents Program ). For purposes of this Agreement, the term Customer shall also include the owner of the Property ( Property Owner ), in the event that the Property is jointly owned by Customer and a third party, together with subsequent owners of the PV System (as defined below) and the Property (as those terms are defined in this Agreement) during the Term of this Agreement. 1. Term. If the PV System fails to have a Commercial Operation Date, as defined below, by [insert date] from the Effective Date of this Agreement, Company shall have the right to terminate this Agreement upon written notice to Customer with no further obligations to Customer. Unless otherwise terminated as provided in this Agreement, the term ( Term ) of this Agreement shall commence as of the Effective Date and shall continue through August 31, REC Generation and Delivery. Subject to the terms of the Agreement and starting upon the Commercial Operation Date, Customer agrees to sell and DTE agrees to purchase from Customer all of the Renewable Energy Credits ( RECs ) generated by Customer s photovoltaic solar electric generating system (the PV System ) as more fully described in the attached Exhibit A PV System Details. As used in this Agreement, a Renewable Energy Credit or REC" means a unit of credit which equals one megawatt-hour ( MWh ) of electricity generated by a PV System, including any and all renewable energy attributes and/or benefits derived from such generation or as calculated by the Michigan Public Service Commission ( MPSC ) operations staff, and certified by the MPSC Administrator pursuant to the Clean, Renewable and Efficient Energy Act, as modified from time to time (referred to herein as the Act ), and includes all RECs, including but not limited to incentive RECs as defined by MCL For delivery and title transfer purposes only under this Agreement, for every kilowatt-hour ( kwh ) generated by the PV System, the equivalent kwh of a REC will be deemed delivered and title to such kwh of a REC will transfer to DTE upon DTE s payment to Customer. For purposes of this Agreement, Commercial Operation Date shall mean the date when the PV System has been commissioned by DTE in accordance with the Parallel Operating Agreement and is operating in accordance with the Parallel Operating Agreement and Exhibit A. 3. REC Credit and Up Front REC Payment Program. After the Commercial Operation Date, DTE shall pay Customer as follows for RECs generated by the PV System: (1) an upfront payment of a portion of the estimated production of RECs under this Agreement for the Term ( Up Front REC Payment ) and (2) a fixed price per kwh for the balance of the RECs generated over the Term ( Monthly REC Credit ), both of which shall be determined as follows: Page 1 of 12

2 One- Time Up Front REC Payment PV System: Residential Customers PV System: Non-Residential Customers Total amount of Up Front REC Payment $0.20 times the number of DC watts installed ( Total Up Front REC Payment ) $0.13 times the number of DC watts installed ( Total Up Front REC Payment ) Fixed Price Monthly REC Credit Residential Customers - $0.03 per kwh generated by the PV system in DTE s billing cycle. NonResidential Customers - $0.02 per kwh generated by the PV system in DTE s billing cycle. The Up Front REC Payment shall be paid within 60 days after the Commercial Operation Date provided that Customer s account with DTE is in good standing and not in arrears. The Monthly REC Credit shall be calculated in each billing cycle and pro-rated in the case of the first and last billing cycles of the Term, based on the energy generated during the billing cycle that is part of the Term. Customer s bill from DTE ( Utility Bill ) shall reflect a credit in the amount of the Monthly REC Credit. At the end of each calendar year, if the Monthly REC Credit owed to Customer for that calendar year is more than $250.00, Company will issue a check in such amount to Customer in lieu of any Monthly REC Credit by March 31 st of the following year. Notwithstanding anything stated to the contrary in this Agreement, DTE shall, upon written assignment from Property Owner as evidenced by completion of Exhibit C, make the One Time Up Front REC Payment in the form of a check payable to such third party. Further, in the event DTE receives notice from a third party lender, which (i) provided financing for the PV System and has filed the appropriate recordings for such financing or (ii) has a mortgage on the Property, directing the One Time Up Front REC Payment under this Agreement shall be payable to such third party, DTE shall make such payment to the third party lender and Customer shall have no recourse against DTE. Any other assignments of payment by Customer are void abinitio. 4. Inspection and Access Throughout the Term of this Agreement, the Company shall have the right to inspect and certify the PV System in order to ensure that it meets the requirements of the SolarCurrents Program, including the requirements under this Agreement. Customer shall cooperate fully as needed in such endeavors and shall grant Company the rights of ingress and egress as well as access to the PV System and the PV System generation meter and its enclosure (collectively Access Rights ). 5. Customer Obligations. a. Customer shall, at its sole expense, own and install the PV System located at the Property which shall meet the specifications and requirements of Exhibit A. Customer s PV System shall be located at the Property at all times during the Term of this Agreement. Customer shall independently select a contractor to install the PV System and Customer s sole recourse for any issues or problems with the PV System shall be through such contractor selected by Customer. Customer shall be solely responsible for ensuring that the PV System complies with all applicable federal, state, and local laws, rules, or regulations, including those determined by the MPSC, and any national standards. Page 2 of 12

3 b. All energy delivered by Customer to Company shall be metered by the billing metering installed and owned by the Company. Customer shall provide a meter enclosure for the PV System generation meter. c. Only one PV System not to exceed 20kW shall be installed on the Property and shall be eligible for Company s SolarCurrents Program. In addition, Customer agrees that Nameplate Capacity of the PV System as identified on Exhibit A shall not be modified in any manner and that the PV System shall not operate in violation of the Parallel Operating Agreement. d. Customers' PV System generation will be metered, reviewed monthly, and is subject to audit from time to time for compliance with this SolarCurrents Program Agreement. e. Customer agrees to fully cooperate with DTE in registering any generated RECs in the Michigan Renewable Energy Certification System ( MIRECS ), such equivalent system used in the State of Michigan, or any other system for REC certification. Customer agrees to comply with the requirements of MIRECS and provide any additional information as DTE may require from time to time for MIRECS. Customer shall not incur any charges for MIRECS except those ancillary costs associated with providing DTE with information for MIRECS. f. Customer hereby transfers to DTE all of Customer s interest in, and right and title to, all RECs generated by the PV System at the Property during the term of this Agreement. g. Customer shall continue to be a customer in good-standing with Company and timely pay all monthly Utility Bills in full. 6. Excess Energy. DTE will receive and Customer will deliver all energy, if any, generated by the PV System at the Property in excess of Customer s consumption for any period of generation by the PV System ( Excess Energy ). Customer will receive compensation for the Excess Energy generated by the PV System as set forth in the DTE s Standard Contract Rider No.16 Tariff (referred to herein as Net Metering Rider ) on file with the MPSC, as modified from time to time. 7. No Warranty. Entering into this Agreement does not imply any representation or warranty by DTE of the design, installation or operation of the PV System, and DTE expressly disclaims any and all warranties, express and implied, of the PV System as to workmanship, design, quality, or performance, including the WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE EQUIPMENT FOR THE PURPOSE INTENDED. 8. Indemnity. Customer shall indemnify, defend, and hold DTE, its employees, agents, successors, assigns, subsidiaries and affiliates harmless against any and all claims, demand, liens, lawsuits, judgments or actions of whatsoever nature that may be brought on account of the installation, maintenance, operation, repair, or replacement of the PV System, including any component thereof. DTE shall not be responsible or liable for any personal injury or property damage caused by the PV System, including any component thereof. Any indemnity obligation shall survive termination and/or expiration of this Agreement. 9. Standard of Care; Maintenance and Repairs. Customer shall maintain the PV System, including the individual components thereof in good working order at all times during the Term of this Agreement. If during the Term of this Agreement the PV System, including any components thereof, should be damaged or destroyed, Customer shall promptly use commercially reasonable efforts to repair or replace such component to its original specifications as provided in Exhibit A. In no event shall the repair or replacement of the PV System cause the PV System to operate in violation of the Parallel Operating Agreement. Page 3 of 12

4 10. Breach and Default: A breach of this Agreement ( Breach ) shall occur upon the failure of Customer to perform or observe any material term or condition of this Agreement or Net Metering Tariff. A default of this Agreement ( Default ) shall occur upon the failure of Customer in Breach of this Agreement to cure such Breach within five (5) business days of written notification of the Breach. Examples of a breach of the Agreement include, but are not limited to: (i) Failure of Customer to pay money when due, including Customer s failure to maintain its Utility Bill in good standing with Company; (ii) Failure of Customer to comply with the terms and conditions of this Agreement; (iii) Violate the representations and warranties contained herein; (iii) An attempted assignment of this Agreement by Customer without providing Company prior written notice; (iv) Failure of Customer to provide Company Access Rights, or Customer s attempt to revoke or terminate such Access Rights; (v Customer modifies or otherwise exceeds the Nameplate Capacity of the PV System without Company s written consent; or (v) Failure of Customer to provide information or data to DTE as required under this Agreement. If Customer is in Default under this Agreement, DTE may suspend its performance under this Agreement and/or disconnect service to the PV System without incurring any liability to Customer. DTE shall resume its performance under the Agreement and reconnect service to the PV System after Customer has cured the Default that resulted in suspension of the Agreement/disconnection to DTE s satisfaction. Customer shall be responsible for all costs associated with disconnection or reconnection of the PV System. If a Default by Customer is not cured within ninety (90) calendar days of the date the Customer receives notice of the Default, DTE may, without waiving any other remedy available under law or in equity, cancel this Agreement, withhold any Monthly REC Credits in Customer s Utility Bill and/or payments to Customer for the Monthly REC Credit as provided under this Agreement and obtain a refund of the pro-rated amount of the Up Front REC Payment, and any reasonable costs and attorney fees associated with collecting such refund (collectively Refund ). All remedies are cumulative. 11. Early Termination. The Company may terminate this Agreement upon written notice in the event that any of the following occur: (i) Any representation or warranty made by Customer is false or misleading in any material respect when made or when deemed made or repeated; (ii) Any Default by Customer is not cured within ninety (90) calendar days of the date the Customer receives notice of the Default; or (iii) The Customer ceases to operate its PV System for a continuous period of one hundred eighty (180) calendar days. Upon such termination, in addition to any other remedies available under law or in equity, DTE may obtain a Refund from Customer. 12. Customer Covenants, Representations and Warranties. Customer covenants, represents and warrants that at all times during the Term: a. Customer is authorized and competent to sign this Agreement and has read this Agreement in its entirety and agrees to be bound by its terms; Page 4 of 12

5 b. Customer is an end-use distribution consumer located within the distribution service territory of DTE in Michigan whose primary business is not the generation of electricity for retail or wholesale sale from the same facility and is taking service under DTE s Net Metering Rider; c. Customer will install or has installed a PV System at the Property consistent with the requirements of the SolarCurrents Program, and such system does or will conform to the specifications and requirements described in Exhibit A attached hereto and the Parallel Operating Agreement; d. Customer and/or, if applicable, the undersigned Property Owner, is the owner, free and clear of all claims and interests, of all of the RECS generated by the PV System at the Property. In the event Customer pledges this Agreement and/or the proceeds of this Agreement as security to finance the PV System, Customer shall retain the exclusive ownership rights of any such RECs generated to sell to DTE under this Agreement; e. The PV System constitutes a fixture of the Property; f. Customer and/or, if applicable, the undersigned Property Owner is the owner of record of the of the PV System and Property; and g. Customer agrees to purchase its requirements for electric energy (other than that generated by the PV System) from DTE for the entire Term of this Agreement. 13. Force Majeure. Neither DTE nor Customer shall be liable for any loss or damage of any nature whatsoever incurred or suffered as a result of any failures or delays in performance due to any cause or circumstance beyond its control, including but not limited to, any failures or delays in performance caused by strikes, lockouts or labor disputes, fires, Acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with the law or with the orders or policies of any governmental authority. The party claiming force majeure shall in good faith use such effort as is reasonable under all the circumstances known to that party at the time to remove or remedy the cause(s) and mitigate the damages, except that settlement of strikes or lockouts shall be within the sole discretion of the party involved. 14. Successors and Assigns and Subsequent Owners. DTE and Customer agree that (a) this Agreement shall be binding upon and inure to the benefit of all successors and assigns of DTE, (b) all representations, warranties, covenants, obligations and agreements of Customer hereunder, including but not limited to the assignment of RECs to DTE, shall be binding upon, and the rights of Customer hereunder shall inure to the benefit of, every subsequent owner of the PV System and the Property for the period that such person owns the PV System and the Property during the Term of this Agreement, it being agreed by DTE and Customer that, among other things, DTE shall be entitled to all RECs generated by the PV System at the Property during the Term of this Agreement notwithstanding any change in ownership of the PV System and the Property during the Term of this Agreement, and (c) the PV System shall be subject to all terms and provisions of this Agreement during the Term of this Agreement. It shall be Customer s sole obligation to properly notify and assign the rights and obligations of this Agreement to a subsequent property owner. 15. Recording. Customer, and the Property Owner, if a party to this Agreement, hereby consent to DTE, at its option, executing and recording against the Property, in the office of the Register of Deeds for the county in which the Property is located, an affidavit with respect to this Agreement materially in the form contained in Exhibit B attached hereto (the Affidavit ), for the purpose of giving public notice of the existence of this Agreement, including but not limited to the obligation to transfer RECs to DTE and the agreement of Customer set forth in this Section 15. DTE and Customer further agree that (a) at all times during the term Page 5 of 12

6 of this Agreement, the PV System shall be free and clear of all claims and interests, except any third party lender, which (i) provided financing for the PV System and has filed the appropriate recordings for such financing or (ii) has a mortgage on the Property,, and (b) no owner of the PV System and the Property shall sell the PV System and the Property without providing a copy of this Agreement to the purchaser and delivering to DTE with an assignment agreement reasonable acceptable to DTE. After the Commercial Operation Date, in the event this Agreement is terminated as provided in paragraph 10 or 11 and DTE received full payment of the Refund, DTE agrees to discharge the Affidavit in the office of the Register of Deeds for the county in which the Property is located. 16. Public Announcement. DTE shall have the right to use any photos of the PV System in any public announcement, statement or other disclosure with respect to this Agreement or the SolarCurrents Program. 17. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, by means of an overnight courier service or by facsimile to the address set forth below, or such other address as a party shall designate by written notice in the manner set forth herein, and shall be deemed received upon the earlier of (i) if mailed, two (2) business days after the posting by a United States Post Office; (ii) if personally delivered, the date of delivery to the address of the person to receive such notice; (iii) if sent by courier service, two (2) business day after delivery to such courier service; or (iv) if given by facsimile, upon electronic evidence of receipt. If to DTE: DTE Electric Company One Energy Plaza Detroit, Michigan Attention: SolarCurrents Program Manager With a copy to: DTE Electric Company One Energy Plaza 688 WCB Detroit, Michigan Attention: Office of the General Counsel If to Customer: Attention: 18. Saving Clause/Independent Terms. Each term and condition of this Agreement is deemed to have independent effect and the invalidity of any partial or whole paragraph or article shall not invalidate the remaining paragraphs or articles. 19. Nonwaiver. The failure of DTE to insist or enforce, in any instance, strict performance by Customer of any of the terms of this Agreement, or to exercise any rights herein conferred shall not be construed as a waiver Page 6 of 12

7 or relinquishment to any extent of its rights to assert or rely upon any such terms or rights in any future occasion. 20. Governing Law. This Agreement shall be governed by the law of the State of Michigan. In the event of a conflict between the terms and conditions of this Agreement, and DTE s Tariff, including any other agreement on file with the MPSC this Agreement shall control. The parties agree that any action with respect to this Agreement shall be brought in a court of competent subject matter jurisdiction located in the State of Michigan and the parties hereby submit themselves to the exclusive jurisdiction and venue of such court for the purpose of such action. 21. Entirety. This Agreement, together with all Exhibits, are the entire agreement between the parties regarding the subject matter herein and any other representations are null and void. No modification, alteration, amendment or construction of this Agreement will be binding upon the parties unless in writing signed by both parties hereto. 22. Property Owner. In the event that the Property is owned by jointly by Customer and a third party, the undersigned Property Owner joins in the execution of this Agreement for the purpose of authorizing the execution and recording of the Affidavit; affirming the assignment of RECs contained in subsection 5e above, the representations and warranties contained herein that are applicable to the fee owner of the Property, including the representations and warranties contained in Sections12 above; and for the purpose of acknowledging and agreeing that any payments to be made by DTE hereunder shall be made solely to Customer, except as set forth in Section 3. This Agreement has been duly executed as of the day, month and year first above written. Customer Signature: Printed Name: Date: DTE Electric Company By: Name: Its: Manager, Renewable Energy Effective Date: Property Owner (if different from Customer) Name: Date: Page 7 of 12

8 Exhibit A PV System Details Customer name Customer address Customer address Customer Contact number Installer name Installer Contact Number Installer address PV System Installation Details: Nameplate Capacity: kw Roof mounted Ground mounted Tilt º (90º is vertical, 0º is flat) Are panels: Fixed 1-axis tracking 2-axis tracking Orientationº (180º is south, 90º is east, 270º is west) Provide degree of each panels # of Panels at degree # of Panels at degree # of Panels at degree Manufacturer of PV panels installed Model number of PV panels installed Number of Panels Installed STC rating (watts DC per panel) Manufacturer of PV inverter installed Model number PV inverter installed Number of Inverters installed PV Inverter Input Peak Power Rating per Inverter (watts) x Number of Inverters = Total Input Peak Power Rating Estimate of annual kwh generated Expected average yearly capacity factor of system Will Michigan Labor be used for this installation Yes No If yes, please provide executed certification upon completion. (please include PV WATTS calculation) Page 8 of 12

9 Exhibit B AFFIDAVIT WITH RESPECT TO SOLARCURRENTS AGREEMENT STATE OF MICHIGAN COUNTY OF The undersigned ( Customer ) being duly sworn, deposes and says: 1. That s/he is of legal age and under no disability. 2. That S/he is a customer of DTE Electric Company (the Company ), whose address is One Energy Plaza, Detroit, MI That the Company has entered into a SOLARCURRENTS AGREEMENT (the Agreement ) as of, by and between ("Customer"), [the Property Owner] and Company. 4. That under such agreement a photovoltaic solar system ( PV System ) would be or is attached, as a fixture, to certain property, and such property was conveyed to Customer and/or the Property Owner on the day of, 20, and evidence of such transfer was recorded in the Register of Deeds of county in Liber and Page. 5. That pursuant to the Agreement Customer and/or the Property Owner: a. assigned to Company all Renewable Energy Credits ( RECs ) generated during the term of the Agreement by the PV System; b. agreed that (i) the assignment of RECs to Company, shall be binding upon and inure to the benefit of all of the Company s successors and assigns, (ii) the representations, warranties, covenants, obligations and agreements under the Agreement, including but not limited to the assignment of RECs to Company, shall be binding upon, and the rights of Customer under the Agreement shall inure to the benefit of each person owning the PV System and the Property for the period that such person owns the PV System and the Property during the term of the Agreement, it being agreed by Page 9 of 12

10 the parties that, among other things, Company shall be entitled to all RECs generated by the PV System at the Property (as that term is defined in the Agreement) during the term of the Agreement notwithstanding any change in the ownership of the PV System and the Property during the term of the Agreement, and (c) the PV System and the Property shall be subject to all terms and conditions of the Agreement during the term of the Agreement. Further Affiant sayeth not NAME: Acknowledged before me in County, Michigan on, 20, by. Notary's Notary's Stamp: Signature: (Notary's name, county and date commission expires) Prepared by and when recorded return to: [insert name] Page 10 of 12

11 ATTACHMENT A MEMORANDUM OF SOLARCURRENTS AGREEMENT Description of Property Tax identification number: Commonly known as : Page 11 of 12

12 Exhibit C Assignment of Up Front REC Payment The undersigned, ( Customer ), hereby assigns to ( Third Party ) the One Time Up Front REC Payment in the amount of ($ ) due and payable to Customer by DTE Electric Company ( DTE ) under that certain SolarCurrents Agreement dated the day of, 20, and authorizes and directs DTE to make such payment to Third Party at the following address: Name Address City, State Zip Customer s execution of this Assignment is not intended to convey any right, claim, or interest in Renewable Energy Credits, which have been assigned to DTE. Customer Date: Page 12 of 12