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R-19-21RESOLUTION NO. 2019- R-19-21 A RESOLUTION APPROVING A COMMUNITY SOLAR SUBSCRIPTION AGREEMENT WITH MC SQUARED ENERGY SERVICES, LLC FOR VILLAGE FACILITIES AND APPROVING THE WAIVER OF COMPETITIVE BIDS WHEREAS, as a member of the North Shore Electricity Aggregation Consortium ("NSEAC'), the Village has the opportunity to participate in the first operational community solar project in the State of Illinois, an approximately 900 kilowatt solar array located in Elgin ("Project'); and WHEREAS, the members of the NSEAC participating in the Project have negotiated a 20-year subscription agreement ("Subscription Agreement's for MC Squared Energy Services, LLC ("MC2' to provide the Village with community solar credits at a cost of 90% of the applicable retail electricity rate inclusive of market adjustments, thereby yielding a 10% savings for the amount of electricity purchased pursuant to the Subscription Agreement; and WHEREAS, under the terms of the Subscription Agreement, MC2 bears the market risk of future changes in ComEd's retail rate, and the Subscription Agreement further provides the Village with a unilateral right to terminate the Subscription Agreement at any time upon 30-day notice to MC2; and WHEREAS, MC2 previously supplied electricity to residential and small business consumers within the member jurisdictions of the NSEAC, and has thereby demonstrated that it has the financial and operational ability to perform its duties under the Subscription Agreement; and WHEREAS, despite resulting in financial savings relative to the Village's current costs, the total dollar amount of the Subscription Agreement (approximately $9,000 annually at current electricity rates, or $180,000 over 20 years) requires approval of the Village Board pursuant to the Village's Purchasing Policy and Procedures Manual; and WHEREAS, owing to the expedited development of the Project ahead of other community solar projects in Illinois, the Subscription Agreement is a sole source procurement that further necessitates the waiver of competitive bidding; and WHEREAS, the Village Board has determined that it is in the best interest of the Village to waive competitive bidding and approve the Subscription Agreement with MC2. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS as follows: Section 1. Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the Mayor and Board of Trustees of the Village of Deerfield. Section 2. Waiver of Bid Process. The advertising and bidding requirements for the Subscription Agreement are hereby waived in accordance with the Village's home rule authority. Section 3. Approval of Subscription A reement. The Village Board hereby approves the Subscription Agreement by and between the Village and MC2 in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Manager. Section 3. Authorization to Execute Subscription Agreement. The Village Manager and Deputy Village Clerk are hereby authorized and directed to execute and seal, on behalf of the Village, the final Subscription Agreement. Section 4. Effective Date. This Resolution shall be effective following passage by the Board of Trustees of the Village of Lake Deerfield in the manner required by law. PASSED this 5th day of August, 2019, by vote of the Board of Trustees of the Village of Deerfield, as follows: AYES: Benton, Jester, Oppenheim, Shapiro, Struthers NAYS: None ABSTAIN: None ABSENT: Seiden APPROVED this 5th day of August, 2019. Mayor ATTEST: Village Jerk EXHIBIT A >td.0 NOIS COMMUNITY SOLAR PROJECT SUBSCRIPTION AGREEMENT The date of this Agreement is: 11/13/2019 Project Owner ("Owner') Name: Rainy Solar Elgin LLC Attn: NC Squared Energy Services LLC Name of Authorized Agent or Authorized Representative Egr Notices to Owner: Attention: MC Squared CnaMv Serykas LLC Mailing Address: 175 W Jackson. Suite 2 City / State / Ch icaga. IL 60604 Zip Phone Number: 312-300-5657 Email Address: solar@mc2energyserv5ces.eom Rrnject Name: Ram Solar Elgin LLC Project Location 1111 Davis Rd Unit 1 Elgin Address: City / State / Elgin, IL 60123 zip Phone Number: 312-300-5657 Email Address: solar0mc2energyserykes.com Customer Service: Phone Number: 312-300-5657 Email Address: sDiar@mc2energyservices.com Contract No: 6764690 BMSA Contract No: 6689936 Contract Vers.: vl.05.20190827 5ubscrlber ("Subscriber") Name: Village of Deerfield Attn: Kent S. Street Nam a of Authorized AgentlRepresentatfve TItfe of Authorized Agent/Representative For Nodes to Subscriber: MaiAng Address: 00 Waukegan Road City / State / Zip Deerfield, IL 60015 Phone Number: 847-719-7400 Email Address: Kstreet@deerfield.il.us Subscriber's Utility A=urt I nfor^iaticn: Utility Account Service Address: 1055 Hackberry Rd, #Storage Bldg (if different from above) City / State / Zip Deerfleld, IL 60015 Phone Number: (if different from above) 847-719-7400 Email Address: (if different from above) Kstreet@deerfleli.il.us Utility Account #: 0263148072 Meter Number *-. 230056112 Utility Company: (the "utility*) COMED Subscription: Size: 67.50 kW (AC) Annual Production Estimate: 97091.46 kWh (fkstyear; prease see below for basis of cstimate) This confirms that Subscriber desires to enroll the utility account taking Bundled Service identified above in a Subscription (as more fully defined below) in the above Identified community renewable generation project powered by solar photovoitaics (community solar). The Subscription is expected to result in certain "Bill Credits" on Subscriber's Utility bill pursuant to Net Metering Law and the app&cable Net Metering Tariff. Pursuant to the Billing Agreement (as more fully defined herein), Subscriber is expected to retain approximately 20% of BIN Credits. Pursuant to Net Metering Law and the applicable Net Metering Tariff, Bill Credits from a subscription are calculated by the Utility based on the output (measured In kilowatt-hours) of a project, the credit rate under Net Metering Tariff, and the proportion of the subscription (in kW) to the total Nameplate Capacity of the project (In kW). This Subscription Agreement together with the General Terms and CorldWris of Subscription attached hereto and Incorporated herein (collectively, the "Agreement") sets forth the agreement between Owner and Subscriber with respect to Subscriber's Subscription in the Project, and Is entered Into by the Partles as of the date set forth above. t Initial Term: Twenty (20.00) years, beginning on the later of 11/01/2019 or successful enrollment of the Subscription by utility. Limitations on Subscription size: The Subscription is sized based on Subscriber's historical usage to comply with Net Metering Law, The Subscription may be adjusted up or down upon mutual agreement of Subscriber and Owner in the future based on Subscriber's electricity usage during the Term. Subscriber will be notified in advance of any proposed adjustment to the l' Subscription based on usage and may increase ar decrease its Subscription only upon written agreement. Billing; Payments; Subscription Price: Pursuant to the terms of the Billing Management Services Agreement (the "Blhing Agreement" j previously or concurrently entered into between Subscriber and MC I Squared Energy Services, LLC ("MC2'1, Subscriber is appointing MC2 as its billing services agent and General Account Agent (as defined in the SlMng• Agreement) for the Utility Account identified above. The Billing Agreement contains the payment terms related to the Subscription. The Subscrintha-Price, after additional fees pursuaht to the Billing Agreement, is expected to be ninety percent (909lo) of Bill Credits and Customer is expected to� retain ten percent (20%) of Bill Credits. Please chedc the Billing Agreement for the full fee structure. Bill Credits will be reflected directly on Subscriber's Combined Bills. 5ubsalber will receive Combined Bills In accordance with the terms of the Biting Agreement. Estimated Discount: Subscriber wit} receive the remainder of the net Bill Credits after the above deductlon and subject to payments under the Billing Agreement. Actual savings —and monthly payments —may vary based on the Net Metering Tariff, the total production of the Project, and the proportion of the Subscription to the total Nameplate Capacity of the Project. Fees and Other,Charaes: beyond the subscription price payable to Owner above, there are no other fees payable to Owner._ t/Other Amount Du a t SigniDepo!ng: Due at Signing: $0.00 (Zero) f:esiy TerrninatiaR: After the 3-day rescission period (see below), If Subscriber wishes to cancel this Agreement, Subscriber may do so any time by providing at least thirty (30) calendar - - days' notice to Owner (c/o MC2). Early Termination Fee: $0.00 (Zero) No Guarantee: This Agreement does not guarantee any savings to Subscriber. This Agreement does not guarantee a minimum level of payformance by the Project or minimum quantity or value of Bill Credits. No Ownemlitip: Subscriber does not have an ownership Interest in System. For more information, see Sections 2(b) and 5(b) of the attached General Terms and Conditions. Moving / Change of Service If the Utility Account Service Address Identified above changes for any reason, Address: Subscriber must provide written notice to Owner. For more information, see ctlon 9 Se of the attached General Terms and Conditions. Privacy Polity: Owner will not provide customer's Information obtained under this Agreement to third Parties except as necessary to administer this Agreement. Project Maintenance: Project will be maintained and operated by Owner's installer, WCP Solar. Project Prodaation Projections: The expected Nfe of the Project Is 25 years with an expected degradation of 11.800% over the life (0.5009/6 per year). First -year production Is expected to be 1,294,553 kWh based on the Illinois Power Agency's standard 16.420% capacity factor. Actual production will be based on several factors; Owner Is not guaranteeing mtnimum or maximum production during any time period. — 3-DAY RESCISSION PERIOD: SUBSCRIBER HAS THE RIGHT TO RESCIND THIS AGREEMENT BY NOTIFYING OWNER IN WRITING AT ITS ADDRESS LISTED ABOVE AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD (3RD) BUSINESS DAY AFTER THE DATE OF THIS AGREEMENT. By signing below, Owner and Subscriber acknowledge and agree that they each have read and understand this Agreement and Its exhibits (if any) In their entirety, have received a copy of this Agreement, and have executed this Agreement as of the date set forth above, Project Owner: Rainy Solar Elgin LLC Al MC Sgyared Energy Services, LLC, Its Authorized Agent Print Name: Title: F Subscriber: Print Name: ��►� Title:f-t�-- GENERAL TERMS AND CONDITIONS OF SUBSCRIPTION 1. Definitions. As used In this Agreement, the following terms shall have the following meanings: a. "Agreement" has the meaning set forth in the Subscription Agreement above, as k may be amended from time to time In accordance with Its terms. b. "Adjustable Block Program° means the program for Issuance of contracts for Renewable Energy Credits from Community Renewable Generation Projects (as both terms are defined in Section 1-10 of the Illinois Power Agency Act) powered by solar photovoitaics, as destrlbed in Section 1-75(c)(1)(K) of the Illinois Power Agency Act and administered by the Illinois Power Agency. c. "Ameren" means Ameren Illinois Company, an 111nois corporation and an electric utility, d. "Bill Credits" means the monetary credit placed on Subbscriber's bill from the Utility attributable to Subscriber's Interest in one or more Subscriptions pursuant to Net Metering Law and Net Metering Tariff. e. "Billing Ag reement" has the meaning set forth in the Subscription Agreement above. f. "Bllllne Services kent° means MC2. g. "Bundled Service" means bundled supply service that a Utility is required to offer pursuant to Section 16-103(c) of the Public Utilities Act as amended from time to time; Specifically, Rate BES or its successor If the Utility Is ComEd and Rate BGS If the Utility is Ameren. h. A "business day" shall mean any day other than a Saturday, Sunday, or a holiday under.U.S. or Illinois law. 1. "Chance In Law" means a new law or regulation is enacted, or an order or dedsioh of a Governmental Authority or RtO is issued, or there are revisions h the Implementation of, amendments to, or Interpretations of any law, regulation, order or decision of a Governmental Authority or RTO, in each case that materially increases the costs For a Party to perform its obligations in accordance with the Agreement. J. "Combined Bill" means that consolidated Invoice prepared and delivered by II to Subscriber pursuant to the terms of the Billing Agreement. k. "ComEd" means Commonwealth Edison Company, an Illinois corporation. I. "Force Ma eure" has the meaning set forth in Section 12 below. m. "Governmental Author " means any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government n. "IPA" means the Illinois Power Agency, an Illinois State government agency, and its designees, consultants, and program administrators, o. "MC2" means MC Squared Energy Services, LLC, an Illinois limited liability company. p. "Naireplate Capacity" means the aggregate Inverter nameplate capacity in kilowatts AC (kW (AC)). q, "Net Metering taw" means, to the extent applicable to Project or similarly situated facilities, 220 ILLS 5116-107.5 as may be amended from time and any rules of the Illinois Commerce Commission authorized pursuant to 220 ILCS 5/16-107.5. r. "Net Metering Tarim" means Rider POGCS if Utility Is ComEd, and Rider NM if Utility is Ameren, as such tariffs may be amended from time to time or other future tariffs applicable to Project or similarly situated facilities. s, "Owner" means the party identified as -the Project owner in the Subscription Agreement above. t. "Parties" means the two parties identified in the Subscription Agreement above as Owner and Subscriber. Owner and Subscriber are sometimes also reFerred to individually as a "Party." u. "Production Start Rate" has the meaning set forth In Section 3 below. V. "Pro ect" means the community solar project owned by Owner Identified In the Subscription Agreement above. w. "Relocation" has the meaning set forth In Section 9 below. x. "RECs" has the meaning set forth in Section 7.e. below. V. "Rescission Period" has the meaning set forth in Section 4.a, below. a. "Rules" has the meaning set forth In Section 16 below. aa. "Subscriber" means the party Identified as the subscriber In the Subscription Agreement above. ab. "Subscription" has the meaning set forth in Section 2 below. ac. 'SubscriDtiort Agreement" means the Subscription Agreement above. ad. "Term" has the meaning set forth In Section 3 below. se. "lit. ilk+" means ComEd or Ameren, as the case may be, as specifically identified in the Subscription Agreement above. 2. The Subscription. a. This Agreement describes the terms and conditions of Subscriber's purchase of a subscription (the "Subscription") In an Illinois com mtrnity solar system owned by the owner (the "Project"), Pursuant to this Agreement, in consideration for payments by Subscriber, Subscriber will be entitled to receive a portion of the BVI Credits generated by the Project. Bill Credits are expressed In dollars, and are currently calculated by the Utility as the product of the kilowatt hours (kWh) attributable to the Subscription multiplied by the net metering credit rate underthe applicable Net Metering Tariff. The kWh attributable to the Subscription. Is equal to the total kWh generated by the Project, multiplied by the Subscription size (in kW), divided by the Project's Nameplate Capacity (In kW), After the Utility has accepted enrollment of the Subscription, pursuant to Its Net Metering Tariff the Utility is expected to begin associating Bill Credits with Subscriber's account within in 1-2 Willing cycles. If the Utility rejects enrollment of the Subscription for any reason or no reason, and Owner and Subscriber are unable to cure such rejection by the Utility, this Agreement with terminate automatically. Subscriber's bill payment obligations will be In accordance with the terms and conditions of the Billing Agreement. b. This Agreement, and Subscriber's payment under this Agreement or the Baling Agreement, entEtie Subscriber solely to Bill Credits pursuant to the Utility's Net Metering Tariff, which may only be used in accordance with such Net Metering Tariff (as It may be revised from time to time). Currently, this Net Metering Tariff allows Subscriber to offset its (1) own electric utility supply charges, If Subscriber's Utility is Ameren; or (8) own electric utility supply charges or cash out virtual net metering credits, IF Subscriber's Utility Is ComEd. The Subscription does not represent an ownership or other Interest in the Project, In any solar panel, or other equipment, or in the real estate on which the Project is located, nor does It entitle Subscriber to receive any portion of the actual electricity generated by the Project or any ownership interest in other attributes, Incentive payments, securities, or commodities that may be associated with the Project or such electricity, nor any profit (through any tax credits, rebates, earnings, capital appreciation, or otherwise) related to either the Project or entering into this Agreement, other than the portion of Bill Credits identified In this Agreernent. Subscriber acknowledges that this is a subscription agreement, and Owner Is not a utility, alternative reta9 electric supplier, or agent, broker or consultant. 3. Term. The term of this Agreement ("Term") shall commence on the date shown at the top of the Subscription Agreement and, unless eariler terminated as provided In this Agreement, shall end on the twentieth (20th) anniversary of the first day of the first full calendar month of commercial operation of the Project Facility ("Production Start Date"). Owner will advise Subscriber of the Production Start Date. The Parties may extend the Term for additional periods of time up to five (5) years for ftch extension, by written agreement approved and executed by both parties. 4. Termination. a. Three -Dar Rescission Iti:9ht. Subscriber may rescind this transaction, without any penalty or obligation, by provkiing written notice to owner (rho MC2) at any time prior to midnight of the third (3rd) business day after signing this Agreement (the "Rescission Period`. b. 30-Day Termination. Subscriber may terminate this Agreement at any time by providing thirty (30) calendar days' prior written notice. Owner may terminate this Agreement at any time by providing ninety (90) calendar days' prior written notice, Upon expiration of the applicable foregoing prior notice period, Owner or its designee will inform the Utility of the disenrollment of the Subscription. Subscriber shall be responsible for aif payments and accrued flees on bills that Include any BIN Credits from the Subscription under this Agreement through the last Combined Bill that includes 019 Credits attributable to the Subscription. Owner expects that B11 Credits wig no longer appear on the Combined Bill within 1-2 billing cycles after the Utility receives none. of dlsenroilment of the Subscription, but the actual date of disenrollment of the Subscription and termination of SM Credits is within the sole control of Utility. c. Termination Required by Law. Owner may terminate this Agreement immediately upon written notice to Subscriber (1) (reserved); (ii) at any time after the Production Start Date due to a Change in law that materially impacts performance of this Agreement or the billing Agreement. If Owner terminates this Agreement, Owner will not have any liability to Subscriber. 5. Payment. Subscription -related billing, payments, payment methods, billing adjustments, applikable taxes, and other berms and conditions of payment are governed by the Billing Agreement. Please refer to the Billing Agreement for specific payment terms. 5. Subscriber's Acknowledgments, nights, and Obligations. a. By signing this Agreement, Subscriber represents that it is a customer of Utglty with an account address shown at the top of the Subscription Agreement, b. Except as expressly set forth In the Agreement, Subscriber will not have any rights or obligations with respect to the development, financing, construction ownership, operation, or maintenance of the Project. C. Subscriber agrees that it will cooperate with Owner or its designee as reasonably necessary to facilitate the compliance of this Agreement and the Project with any regulatory requirements affecting this Agreement and In effect from time to time, including executing any forms necessary for Owner to obtain Utility account information on Subscriber's behalf and providing Information about Subscriber to the Utility or the IPA or its designee as necessary to enroll the Subscription or as necessary to comply with the requirements of the Adjustable Block Program. d. In the event that the Utility rejects enrollment of the Subsallotion for any mason, Subscriber further agrees that it will cooperate with Owner or its designee and take any other action as necessary to cure such rejection to facilitate enrollment of the Subscription, Including an adjustment to the Subscription size. e. Subscriber acknowledges that It Is solely responsible for paying Combined bills, including any charges not covered by the Bill Credits, subject to the terms and conditions of the Wiing Agreement. Subscriber agrees that its Subscription size will be estimated based on Its historical annual usage and may be adjusted during the Term based on its electridty usage after Owner notifies Subscriber of the change in Subscription size In writing and written agreement executed by Subscriber, which may cause the amount payable by Subscriber under Its Combined Bill to Increase or decrease, f. If for any reason Subscriber receives a new Utility account number, whether at Subscriber's current service address (as Identified on the Subscription Agreement) or not, then Subscriber shall be obligated to provide Owner with written notice of such new Utility account number. Owner will take commercially reasonable steps to enroll Subscriber's new account under the Utility's applicable Net Metering Tarim. If Owner's commercially reasonable efforts are unsuccessful, Owner may terminate this Agreement with no compensation to Subscriber. g.(Reserved) 7. Owner's Acknowledgments, Rights, & Obligations. a. Acknowledgment by„Owner, Owner is an entity duly organized and validly existing under the laws of Its state of organization. MC2, as the authorized agent and sIgnatory on behalf of the Owner for this Agreement, has all necessary authority to execute and deliver this Agreement and to perform Its obligations hereunder. The execution and delivery of this Agreement, and the performance of the Owner's obligations hereunder, have been duly authorized by all necessary action on the part of the Owner, and this Agreement constitutes the Legal, valid, and binding obligation of the Owner, enforceable against It in accordance with its terms. b. Outages. Owner will notary Subscrber in writing If the Project Is out of service for more than three (3) business days, which will Include an estimate of the duration of the outage and an estimate of the production that will be lost due to the outage. No Bill Credits will be generated during an outage, and no compensation will be paid for outages of any length. c. Taxes. owner hoes not make any representations or warrantles to Subscriber concerning the tax impikations of any bill credits provided to Subscriber in connection with the Project. d. Owner will claim and receive any and all Incentives, and any other benefits of ownership of the Project, both presently and in the future. e. Owner intends to sell the Renewable Energy Credits (WCs") generated by the Project. 8. Assignment Subscriber may not assign its rights or obligations under this Agreement without the prior written consent of Owner, which Owner shall not unreasonably withhold. Owner shalf not assign this Agreement without Subscriber's prior written consent, which consent shall not be withheld unless the assignment would violate the law, cause a conflict of Interest for a public official or employee of Subscriber, or the assignment would be to an entity that is not permitted to contract with Subscriber pursuant to any applicable law. Upon any such assignment, the assignor shall be released from all future obligators under this Agreement and the assignee will assume all obligations of Owner under this Agreement. Any attempt by Subscriber to assign or transfer this Agreement without consent shal be voidable by Owner and constitute a Default under this Agreement. Subject to the foregoing, this Agreement shall be binding upon the Parties -and their permitted successors and assigns. 9. Moving. If Subscrlber moves or relocates to a new address or the service address identifies! In the Subscription Agreement above otherwise: changes (a 'Relocation'), Subscriber shall be obligated to provide Owner with written notice of such new address at least sbcty (60) calendar days prior to such Relocation. Owner reserves the right to require that Subscriber provide additional evidence documenting the Relocation. a. Relocation within Service Territory. If upon Relocation, Subscriber continues to be a customer of the same Utgty Identified its the Subscription Agreement above and Owner successfully enrolls Subscriber's new account under the Utility's Net Metering Tariff, Subscriber agrees that this Agreement will continue In accordance with its terms and to provide Owner with Subscriber's new Utilty account information. In the likely event that Subscriber opens a new Utility account at Its new address, such new account may be subject to [itllity review and approval for enrollment under its Net Metering Tariff. Owner Is not responsible for any actions or Inactions by the Utilty. Subscriber will be responsible for all payments due regardless of when any such changes take effect. b. Relocation Outside of Service Territory. If upon Relocation, Subscriber Is no longer a Customer of the same Utiity as identified in the Subscription Agreement above and outside of the service territory, Subscriber may terminate this Agreement by providing thirty (30) calendar days' prior written notice subject to the terms and conditions of Section 4.b. above. 10. Events of Subscriber Default. Subscriber will be in default of this Agreement it Subscriber; a. commits a breach or default of the Billing Agreement, including a breach of Subscriber's payment obligations, which continues beyond any applicable cure period thereunder; b. attempts to assign this Agreement In violation of Section 8 of this Agreement; c. violates any other obligation under this Agreement and such violation continues for fifteen (1S) calendar days after Subscriber receives written notice thereof; d. provides false or misleading information to Owner; or e. voluntarily commences bankruptcy, insolvency, reorganization, stay, or similar debtor -relief proceedings, or If any of the foregoing proceedings are brought involuntarily against Subscriber, or If Subscriber becomes insolvent or generally does not pay debts as they become due, or admit in writing Subscriber's inability to pay debtor or make an assignment for the benefit of creditors. It. Owner Remedies In Event of Subscriber Default. If Subscriber is in default under this Agreement, without ftiting any other rights or remedies available to Owner under this Agreement, at law, or in equity, Owner shall have the right to take one or more of the following actions; a. take action to prevent loss, correct Subscriber's default, or otherwise enforce specific performance of this Agreement, by court action or otherwise; b. terminate this Agreement and Inform the Utility that Subscriber's account is no longer a subscriber to the Project; or seek damages for Subscriber's default. 12, Foirce Majeure. Neither Party shall be in breach of this Agreement because of any failure or delay in Complying with its obligations under this Agreement (except payment obligations) to the extent such failure or delay is due to one or more events of Force iwajeure or their effects, and the periods allowed for the performance by the other Party of such obligations shag be extended for so long as such events or effects continue. For purposes of this Agreement, the term "Force ,Majeure" shall mean acts of God or the public enemy; war; hostilities; riots; terrorism; abnormally adverse weather conditions not reasonably antfclpatable by the Parties; fires; floods; explosion; volcanic activity; accidents; riots; vandalism; regional strikes or other significant regional labor disputes; a governmental authority`s actions or failure to act; an utility's actions or failure to act, including any curtailment of the Project; or any other causes, whether or not of the same class or kind as those specifically named above, which are not within the Party's reasonable control And which, by the exercise of reasonable diligence, the Party Is unable to prevent. Either Party shall have the option of terminating this Agreement If a Force Majeure event continues for thirty (30) or more calendar days. If either party terminates this Agreement due to continuing Force Majeure event, Subscriber shall be responsible for making any and all payments and any other applicable payments for 13111 Credits that Subscriber receives based on generation of the Project up to the date of termination. 13. No Warranties; Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, OWNER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING OWNER'S OBLIGATIONS OR THE PROJECT. OWNER DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITHOUT LIMITING THE FOREGOING, OWNER DOES NOT WARRANT OR GUARANTEE THE AMOUNT OF ELECTRICITY OR BILL CREDITS TO BE GENERATED BY THE PROJECT. Notwithstanding anything to the contrary in this Agreement or the Billing Agreement, In no event whatsoever shall either Party be liable for any special, indirect, incidental, punitive, exemplary, consequential, or similar damages, including loss of income or profits, costs of financing, loss of business, principal office overhead and expenses, lost time or goodwill, loss of reputation, or insolvency, even If the other Party has been advised of the possibility of such damages, without regard to whether such claims are based upon in breach of warranty, tort (including negligence of any degree), strict liability, contract, operation of law, or otherwise. The Parties each acknowledge and agree that they hereby waive any and all claims or rights that they may have to such damages. Without limiting the foregoing, in no event shall the maximum cumulative liability of Owner for any claim arising out of this Agreement, without regard to the form of action, exceed 70% of Bill Credits on Subscriber's Combined Bill during the preceding 12 full billing cycles. 14, insurance. The Owner will Insure the Project at full replacement cost and bear the risk of loss, damage, theft, destruction or similar occurrence of all or any part of the Project during the Term. Evidence of insurance will be in place before the Project's commercial operation date and is subject to change during the Term. 15. Indemnification. (Reserved). 16. Waiver of Jury Trial. (Reserved). 17. Notices. All notices and all other communications contemplated by this Agreement shall be In writing and shall be deemed to have been duly glven (1) if personally deliveredr on the day and at the time on which such notice Is delivered to the intended recipients whether Owner or Subscriber, as the case may be, at its address for notices set forth at the top of the Subscription Agreement; (ii) if sent by U.S. Postal Service, five (5) days after having been mailed by certified or registered mail, postage prepaid, return receipt, to the intended recipient, whether Owner or Subscriber, as the case may be, at its address for notices set forth at the top of the Subscription Agreement; (Ili) if by Federal Express or other reputable express mail service, when delivered by such service to the intended recipient whether Owner or Subscriber, as the case may be, at its address set forth for notices at the top of the Subscription Agreement; or (iv) when sent, if sent by electronic mail, to the email address set forth at the top of the Subscription Agreement. A Party may change the address for notices to such Party from time to time by giving written notice of such change to the other Party in accordance herewith. 18. Complaints. Subscriber may direct any questions or complaints related to this Agreement to Owner's contact information for notices above. 19. Additional Contact Information. Illinois Power Agency Illinois Commerce Commission (312)814-8106 (800)524-0795 l�Ci:ps:/�wwvr�,illini�i�ov/tiiee�.(paJPayz�sj�efpult.as� " .i,:• . �:,,; 20. Miscellaneous. a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. b. Entire Agreement. This Agreement set forth the entire agreement and understanding between the Parties relating to the subject matter herein and merges all prior discussions between the Parties. No other agreements, representations, or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement or the Billing Agreement have been made or entered into by either Party with respect to the subject matter hereof. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not affect the waiver of any non-waiveable rights to which Subscriber may be entitled under any applicable law, statute, rule, or regulation. c. Construction. The headings of Sections and sub -Sections contained in this Agreement are merely for convenience of reference and shall not affect the Interpretation of any of the provisions of this Agreement. Any exhibits and schedules attached hereto are hereby incorporated herein as if fully set forth herein. Whenever the context so requires, the singular shall Include the plural and vice versa. All words and phrases shall be construed as masculine, feminine, or neuter gender, according to the context. Whenever the term "include," "including," "included," or a term of similar import is used in this Agreement, it shall mean "including without limiting the generality of the foregoing." This Agreement is deemed to have been drafted jointly by the parties to this Agreement, and any uncertainty or ambiguity shall not be construed for or against any Party as an attribution of drafting to any Party. Any period of time for an act or notice under this Agreement which ends on a day which is not a business day may be timely performed on the next following business day. d. Modifications_: Waiver. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both Parties. No waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. e. Independent Contractors. The Parties are independent contractors. Other than as expressly described herein, nothing in this Agreement shall be deemed to create an agency, joint venture, or partnership relationship between Owner and Subscriber. Neither Party shall have authority to act on behalf of or bind the other Party in any way. f. Third Party Beneficiaries. No person that Is not a party to this Agreement has any right to enforce any term of this Agreement, g. Severabilit . Whenever possible, each of the provisions of this Agreement shall be construed so as to be interpreted In such manner as to be effective and valid under Applicable Law. If any provisions of this Agreement or the application thereof to any Party or circumstance shall be prohibited by or Invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition without Invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances. h. Survival. The terms of this Agreement that expressly or by their nature survive termination of this Agreement, Including Sections 11, 13, 15, and 16, shall survive any termination or expiration of this Agreemmt. 1. Countemarts, This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Signatures transmitted by facsWie or as emalled PDF copies shag be binding as originals, and each Party hereby waives any defenses to the enforcement of the terms of this Agreement sent by facsimile or emailed PDF based upon the manner of transmission or form of signature (electronic, facsimile or "Ink original". f'1 WIAI�- ! ,.-.-here energy canes fi,�Ti ACKNOWLEDGEMENT AND RECEIPT For Subscription(s): 6764690 BMSA-AMPS-ID: 6689936 This is to acknowledge that Village of Deerfield ("Subscriber") has received a copy of the Community Solar Brochure priorto the execution of the contract with the approved vendor, and can also access the brochure at http•//illinoisabp com/wp-content/unloads/2019/02/Illinois-Shines-Community-Solar-Brochure pdf. The information contained in the brochure has informed the "Subscriber" of their rights, procedures for filing complaints, and more information on the program website. The "Subscriber" further acknowledges that there was an opportunity to ask questions of MC Squared Energy Services, LLC. prior to signing the disclosure and subscription agreement, and that any such questions were answered to the satisfaction of the "Subscriber". Date cNT s - 1 Name (Printed) IZ /( /? zo1CX Signa ure Date Illinois Shines Community Solar Standard Disclosure Form This form gives consumers who are considering subscribing to a community solar project clear information about their system and their transaction. Community solar is an arrangement by which multiple customers share the economic benefits from electricity produced by a solar photovoltaic ("PV") system located in the same utility service territory as the subscribers. Execution of this form is required for Illinois Shines, a state -administered incentive program. Illinois Shines (also known as the Adjustable Block Program) provides payments for the sale of Renewable Energy Credits ("RECs") produced by new community solar projects. RECs are created when solar panels generate electricity; 1,000 kilowatt-hours of solar production equals one REC. RECs represent the environmental value of solar power. RECs are separate from the electricity and can be bought and sold separately; whoever owns the RECs has the legal right to say they used that solar power. Through Illinois Shines, all RECs from the community solar project that you subscribe to will be sold to Illinois utilities for 15 years. The community solar provider may use the money from REC sales to reduce the cost of your subscription. If you subscribe to a community solar project, you will receive bill credits (measured in dollars) from your energy supplier for the electricity output (measured in kilowatt-hours) attributable to your subscription. Community solar subscriptions can be arranged in many different ways, with different terms, payments arrangements, and durations. These include: 1) as a single, upfront payment for bill credits generated from a portion of a community solar project, 2) as a series of scheduled, pre- determined payments for all the bill credits generated from a portion of a community solar project, 3) as an agreement to buy the bill credits from a portion of a community solar project at an agreed per - kilowatt -hour rate, or 4) through potentially some other structure. The particular community solar subscription contract you enter into will impact the economics of your decision and your rights and obligations. This disclosure form provides you with information about your subscription. If you decide to enter into a community solar contract, you will be asked to sign this form, indicating that it has been provided to you. The form will be submitted to the Illinois Shines Program Administrator. The Program Administrator may contact you to verify that you received the form. The community solar provider is also required to provide you with an Illinois Shines Community Solar Informational Brochure. Do not sign this disclosure form unless you have received and read that brochure because it provides you with important consumer protection information. 1 Community Solar Disclosure Form The purpose of this form is to provide you with clear and accurate information about terms of your community solar subscription, but this form is not a substitute for your contract. Do not rely exclusivel _ on this form; read your contract closelw before q sign it. At the end of this form, the community solar provider will have an opportunity to provide additional details or explanations related to the information contained in the form. You may rescind your community solar subscription and receive a refund of any deposit paid within three calendar days of signing the contract by contacting your community solar provider. If you have complaints related to your subscription or the community solar contracting process, first try to resolve the problem with the community solar provider. If you can't agree with the company about how to solve the problem, you may contact the Illinois Shines Program Administrator by emailing admin S,illinoisshines.com or by calling (877) 783-1820. If you have been subject to fraudulent or deceptive sales practices, the Consumer Protection Division of the Illinois Attorney General's office may be able to help. Customers may contact the Illinois Attorney General's office by calling one of the following hotlines: Chicago Springfield Carbondale 800-386-5438 800-243-0618 800-243-0607 TTY: 800-964-3013 TTY: 877-844-S461 TTY: 877-675-9339 Spanish Language:1-866-310-8398 Program website for more information: www.illii,oisshines.com Subscriber's Contact Information _ Name: Subscriber Village of Deerfield, CID-6764690 Address: 850 Waukegan Road, Deerfield, IL 60015 Phone Number: 847-719-7400 Email Address: Kstreet@deerfield.il.us Subscriber's Electric Utility: ComEd Subscriber's Energy Supplier (if different): COMED Other Parties' Contact Information Community Solar Provider Legal Name: Rainy Solar Elgin LLC Name Used for Marketing (if different): Business Address: 1111 Davis Rd Unit 1 Elgin, Elgin, IL 60123 Phone Number: 312-300-5657 I Email Address: solar@mc2energyservices.com Approved Vendor (per Illinois Shines program rules) Legal Name: WCP Name Used for Marketing (if different): WCP Solar Business Address: 1057 Shore Rd Napgndlle, IL 60563 Phone Number: 6307292099 Email Address: solar@wcpsolar.com _ * The parties listed above are not representing, endorsed by, or acting on behalf oL a utility, a consumer rou . or a overnmental body except in those cases where they area governmental body or consumer group. * Your community solar subscription may be assi ned sold or trans erred b the communi solar provider to anotherporty who will be bound by the terms of your contract. I such a transfer occurs you will be notified if this will chap a the address or hone number to use Lor questions or complaints. Project Specifications The community solar project you are subscribing to is located at 1111 Davis Road, Elgin, IL 60123 in Kane Illinois. Estimated total size of the community solar project is 900.00 kW AC Has construction of the community solar project begun? X Yes OR c, No If no: • The approximate start date of project construction will be If Yes: • Has the community solar project been energized and granted permission to operate by the utility? u Yes OR X No • If not, the expected date of project energization is 2019-10-15 • If the community solar project is not completed or energized by 2019-10-16 you will receive a X FULL OR ❑ PARTIAL refund of the sum of your community solar payments to date from your community solar provider. • If you will receive a partial refund, it will be calculated by • If you will receive a refund, either full or partial, it will be issued 10/16/2019 • Estimated annual production decrease of the community solar project:.50 % Subscription Specifications Size of your subscription 67.50 kW AC Estimated gross annual electricity production in kilowatt-hours from your subscription in the first year 97,091.46 kWh • Will the community solar provider guarantee you a minimum level of electricity production from the project? o Yes OR M No • If so, the community solar provider guarantees $ of bill credits for your subscription on a basis. • The term of your subscription (the duration for which you will receive bill credits for your subscription) is,2Qyears and 0 months • The estimated month when you will start receiving bill credits through your community solar subscription is 2019-11 • The deposit, down payment, or initial amount owed at contract signing is $ 0.00 • You will receive ❑ ELECTRONIC OR ❑ PAPER invoices OR 9 you will be able to choose between receiving electronic or paper invoices • Your subscription is structured as: 1) ❑ a single, upfront payment OR 2) X a series of payments overtime If your subscription is structured as a single upfront oavment: • The total upfront payment $ 0.00 and the time it is due • If you relocate outside your electric utility service territory or are otherwise unable to take advantage of your full subscription: • Will you be able to recoup any of the cost of your subscription? ❑ Yes OR ❑ No • If so, the amount you will be able to recoup will be $ OR will be calculated as follows If your subscription is structured as a series of payments over time: • Is your subscription structured as: 1) n a series of scheduled, pre -determined payments for bill credits (in dollars) for electricity output generated by a portion of a community solar project over time OR 2) Xa per -kilowatt-hour rate schedule for the bill credits generated from a portion of a community solar project over time If your subscription is structured as a series of scheduled, pre -determined payments for bill credits (in dollars): • The first subscription payment is $ and is due • The final subscription payment is $ _ ,and is due • A full schedule with each payment amount and when it is due is: If subscription is structured as a per -kilowatt-hour rate schedule (in SikWhl: • The per kWh rate for each payment is ❑ known OR is M not yet known (i.e., variable). If y our..per kWh rate is presentl; known: • The first subscription payment is $ kWh and is due • The final subscription payment is $ kWh and is due 4 • A full $/kWh rate schedule for all subscription payments and when each payment due is: If your subscription is tied to a variable pricing schedule: • Your payments are calculated using (explain the method or formula for calculating payments throughout the term of the subscription): Based on a percentage of received amount on a utility bill. • The total number of payments over the term of the subscription is 240 • The frequency of subscription payments is Monthly • Will there be an annual escalation rate? ❑ Yes OR A No • if yes, are you able to avoid annual escalation rates by pre -paying some or all of your subscription payments? ❑ Yes OR ❑ No • If a payment is made more than 60 days after due date, you will be charged $ OR late payments accrue interest at 12.00 % annually • Is early termination of your subscription permitted for reasons other than moving outside of your electric utility service territory? A Yes OR ❑ No • if yes, the circumstances under which you are permitted to terminate your subscription early are: No Restrictions • Your community solar provider ❑ WILL OR K WILL NOT impose a fee or penalty for early termination of the subscription. • If the community solar provider will impose an early termination fee or penalty, the amount of the fee/penalty will be $ OR will be calculated as follows: • You have the right to assign or sell the subscription to another customer within vour oriainol utilit service territory_ f f you move out of Your utility service territory or for any other reason) without having to pay a fee to the community solar provider. The transferee will receive a disclosure form like this one. Your community solar rrovider will assist you with processing the transfer after you find the new subscriber. 4� * If you move within your utility service territory and wish to retain your community solar subscrk tion,_ your community solar provider must facilitate retention ofyour subscription. All other fees associated with your community solar subscription and the amount of each one and when it is due: • Does your subscription require you to receive service from a specific Alternative Retail Electric Supplier (ARES)? ❑ Yes OR X No • If so, the energy supply rate you will initially be charged is • Is your supply rate's price ❑ fixed OR ❑ variable • Does your supply rate feature a rate escalator? o Yes OR ❑ No • If so, the supply rate escalator rate is _ • The method and formula that will be used to determine the energy supply rate over the full term of your community solar subscription is: *Your subscription payments maV not constitute your re uired a ments or electric service from your utility. in addition to the subscription payments paid to the community solar provider, you may be billed for electricity distribution and related services. Net Metering *Net metering allows you to receive credit rom your energy supplier tor the electricity generated under your subscription to a community solar project. As part of your subscription to a community solar project, you will be automatically enrolled in net metering. Your electricity supplier will calculate your net metering credits based upon your energy supply rate and the generation from your share of the community solar ro'ect. You may want to review your electric bill to ensure the accuracy of those cakulotions. If you have questions about your community_ solar net metering_ credits or value, you should contact your electricity supplier. There may be a lacy of a month or two before your net metering credits appear on your electric bill. If you change electricity suppliers, you will be re -enrolled in net metering with the new suAplier. Net Cash Flow Estimates Your Purchase Price: $0.00 NPV of Electricity Savings Over 15 Years (Low Estimate): $70,894.46 NPV of Electricity Savings Over 15 Years (Med Estimate): $78,363.40 NPV of Electricity Savings Over 15 Years (High Estimate): $83,984.72 *Actual retail electricity rates may vary.. For further information regarding Your electricity rates please review Your electric bill or contact your electric supplier. Additional Details or Explanatory Information *Nothing listed below shall alter, amend re eal or supersede the disclosure re uirements contained in this form. Signature *BV Signinq this form, you certify that you read and received this form. Printed Name K crIT" � "[ 1 Signed Date ! i 3 ,2-ci Q i�, ���Il .� • ZV Zz ° `s. • . . • .did /\ • d� 4. '� a r �'..