(Facilities of 100 Kilowatts or Less)
CENTRAL MAINE POWER COMPANY
DECEMBER 1, 1994
CENTRAL MAINE POWER COMPANY
CUSTOMER NET ENERGY BILLING AGREEMENT
Qualifying Facility of 100 KW or Less
Project Name: William Lord
This AGREEMENT, entered into as of the 28th day of November, 1994 is between Central Maine Power Company (the "Company"), a Maine corporation having its office and principal place of business in Augusta, Kennebec County, Maine, and William Lord (the "Customer") located at Mills Road, Cape Porpoise, Maine, for the interconnected operation of the Company's electric system and the Customer's generating equipment.
In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
The following terms shall have the following meanings under this Agreement:
"Billing Cycle" is the period of time (approximately thirty (30) days) between the recording of meter readings as described in this Agreement.
"Commission" is the Maine Public Utilities Commission established under Title 35-A of the Maine Revised Statutes or any succeeding state regulatory agency having jurisdiction over public utilities.
"Customer's Interconnection Equipment" is all equipment and facilities owned by the Customer and located on the Customer's side of the Point of Delivery required by the Company to be installed to interconnect and deliver energy to the Company's system, including but not limited to connection, switching, transformation, protective relaying and safety equipment.
"Facility" is all of the Customer's photovoltaic plant and equipment, including the Customer's Interconnection Equipment, located or to be located at Mills Road, Cape Porpoise, Maine and used to provide annual energy of approximately 5,000 kwh/year and having a total capacity of 4.2 kW.
"Initial Date of Delivery" is the date on which energy is first generated by the Customer's Facility following the Company's approval for operation under the terms of this Agreement.
"In Meter(s)" are the detented metering equipment used to measure energy that flows from the Company's system to the Customer. The In Meter(s) measure the kilowatt-hours delivered by the Company'ssystem to the Customer when the Customer is using more kilowatt-hours than the Facility is generating.
"Out Meter(s)" are the detented metering equipment used to measure energy that flows from the Customer's Facility onto the Company's system. The Out Meter(s) measure the kilowatt-hours delivered by the Customer's Facility to the Company's system at times when the Customer's Facility is generating more kilowatt-hours than the Customer is using.
"Net Energy" is the total energy purchased by the Company under this Agreement and is measured by the Out Meter(s). It is the energy generated by the Facility during the Billing Cycle which is not directly consumed by the Customer's own load requirements. This outflow of energy occurs at times when the generation of the Customer's Facility is greater than the Customer's "load" or usage.
"Net Out Energy" is the Net Energy kilowatt-hours in excess of the number of retail kilowatt-hours purchased by the Customer during the Billing Cycle, as measured by comparing the Out Meter reading to the In Meter reading. (For example, if the Out Meter measures 500 kWh and the In Meter measures 200 kWh, then the Net Out Energy is 300 kWh. If the Out Meter measures 500 kWh and the In Meter measures 600 kWh, then Net Out Energy is zero.)
"Point of Delivery" is the location where the Customer's Interconnection Equipment and the Company's system are connected.
"Prudent Electrical Practice" means those practices, methods and equipment, as changed from time to time, that are commonly used in prudent electrical engineering and operations to operate electric equipment lawfully and with safety and dependability and that are in accordance with the National Electrical Safety Code, the National Electrical Code or any other applicable Federal, State and Local government codes, and the Company's standard requirements.
"Rules" are such Rules and Regulations promulgated by the Commission as shall be in effect from time to time. References in this Agreement to particular provisions of the Rules shall be construed to refer to analogous provisions of any succeeding set of Rules promulgated by the Commission, notwithstanding that such provisions may be designated differently.
"System Emergency" is a condition on the Company's system or on a system with which the Company's system is interconnected which in the Company's sole judgment at the time of the occurrence is likely to result in imminent significant disruption of service to customers or is imminently likely to endanger life or property.
"System Pre-Emergency" is a condition on the Company's system or on a system with which the Company's system is interconnected prior to a System Emergency which, in the Company's sole judgment at the time of the occurrence, could reasonably be expected to lead to a System Emergency.
ARTICLE I: OPERATION; TERM
The Company shall permit the Customer to operate the Facility in parallel with the Company's electric system under the terms and conditions of this Agreement and subject to the rates described in Article II, VIII and Attachment II. The term of the Agreement shall commence on the date first above written and shall terminate on December 31, 1999 unless terminated pursuant to the terms hereof. The Customer estimates that the Initial Date of Delivery shall be on or before December 1, 1994 as of the time meters are read on that date. If deliveries have not commenced by June 1, 1995, this Agreement shall terminate, unless extended by mutual agreement of the Company and the Customer.
ARTICLE II: PURCHASE OF ENERGY; REOPENER
The Customer intends to install a Facility for the purpose of reducing the amount of electricity that it purchases from the Company, and desires to sell to the Company the energy that it generates but does not consume (Net Energy).
For each Billing Cycle, the Company will purchase Net Energy as follows: The Company will credit Net Energy kilowatt-hours that the Facility delivers, up to the amount of the Customer's retail usage, on the Customer's retail bill. The Company will purchase any remaining Net Energy kilowatt-hours "Net Out Energy" at the Attachment II rate. For example, if the Facility delivers 700 Net Energy kWh, and the Customer's retail usage is 500 kWh, then 500 Net Energy kWh will be applied to reduce the Customer's retail bill kWh to zero and the Company will purchase the remaining 200 kWh as Net Out Energy. The calculation and payment procedures are described in Articles VII and VIII.
Should the State of Maine enact legislation requiring that utilities incorporate externalities in the calculation of avoided costs, the Company shall, upon request of the Customer, change the rates set forth in Attachment II for the sole purpose of incorporating an adjustment for externalities. Any changed rates shall be effective for the remaining term of this Agreement, beginning on the later of 1) the date that the legislation becomes Maine law or 2) thirty (30) days from Customer's request for rate change.
ARTICLE III: STANDARDS
The Customer shall comply with the Company's Standard Requirements, the provisions of the National Electric Code, Prudent Electrical Practice, and the Company's requirements for parallel operation. The Customer is responsible for all costs associated with the installation and connection of its generating equipment. The Customer shall provide and maintain in good working order automatic protective equipment required by and approved by the Company.
ARTICLE IV: AGREEMENT EXECUTION
The Customer shall complete and submit to the Company two originals of this Agreement, together with adequate drawings or information to determine the electrical characteristics of the Customer's Interconnection Equipment. The Company will review the Customer's submission and approve, modify or reject it. The Customer shall not attempt parallel operation of its Facility with the Company's system without written approval by the Company, which shall be indicated by: (1) the Company's signing and returning of one original of this Agreement, and (2) the Company's written notice to the Customer of a satisfactory interconnection inspection as described in Article V. The Company may reject applications under this Agreement if, in its sole discretion, the Company determines that parallel operation will have an adverse impact on service to its other customers, or may jeopardize the Company's ability to operate and maintain its system in a manner consistent with Prudent Electrical Practice.
ARTICLE V: INTERCONNECTION INSPECTION
Upon completion of the Facility, but prior to interconnected operation, the Customer shall notify the Company of completion and shall request an on-site inspection, including a test of the Customer's Interconnection Equipment. The Company shall notify the Customer of the results of this inspection in writing. The Customer shall not attempt interconnected operation until the Company has notified the Customer in writing that the Customer's Interconnection Equipment has passed the Company's inspection.
The Company may require periodic testing of any automatic protective devices that the Company requires to be installed to allow parallel operation of the Customer's generator(s) with the Company's system. The Customer shall bear the costs of any such testing which is performed on a biennial or less frequent basis.
Prior to undertaking any modification of the Facility or the Customer's Interconnection Equipment, the Customer shall obtain written consent from the Company. The Customer shall not attempt interconnected operation after the modification of the Facility or the Customer's Interconnection Equipment until the Company has notified the Customer in writing that its Interconnection Equipment has passed the Company's inspection.
ARTICLE VI: COMPANY ACCESS
The Customer shall permit representatives of the Company to access the Facility at all reasonable times.
ARTICLE VII: METERING
As described in Attachment I, the Company must install two meters to accomplish the equivalent of Net Energy Billing because
(a) a meter is not mechanically designed to register the flow of electricity in two directions, and
(b) Maine State Sales Tax law requires the Company to collect the applicable sales tax on the total energy delivered to a retail customer.
The Company will install, own, maintain, and read In Meter(s) and the Out Meter for the Customer's Facility.
The In and the Out Meters will generally be at the same voltage level as the Point of Delivery. When the metering is not at the same voltage as the Point of Delivery, the meter readings shall be adjusted to the delivery voltage as provided in the Rule and Regulation 12.8 of the Company's Electric Rate Schedule, as may be amended from time to time, filed with and accepted by the Commission.
ARTICLE VIII: BILLING
The Company will read the In and Out Meters at the conclusion of each monthly Billing Cycle and will calculate the payment due to or from the Customer as follows:
The total kilowatt-hours recorded on the In Meter are priced using the applicable retail rate structure. This amount is used for the sales tax computation only. All other applicable retail customer charges are calculated (including but not limited to demand charges, equipment rental/maintenance charges, customer charges, etc.), the sales tax is computed on the total of these retail amounts, and all of these amounts, except the priced "IN" kilowatt-hour amount, become part of the total retail bill.
When there is a net "IN" kilowatt-hour balance, the energy delivered by the Company exceeded the energy delivered by the Facility. The retail energy charge is based on the net "IN" kilowatt-hours priced at the applicable retail rate (and zero "Net Out Energy" is purchased).
When there is a net "OUT" kilowatt-hour balance, the energy delivered by the Facility exceeded the energy delivered by the Company. This "Net Out Energy" is priced at the Attachment II rates and credited to the retail bill. If the credit amount(s) for the Net Out Energy exceeds the total amount of the retail charges, then the Company will issue, within 35 days of the ending meter reading date, a check for the amount due to the Customer. Otherwise, the credit amount will reduce the retail bill amount owed to the Company.
The Company may set off at any time against any and all amounts that may be due and owing from the Company to the Customer under this Agreement including: (1) any and all amounts owed by the Customer to the Company for the purchase of energy under applicable retail rates, (2) the full amount of any and all materials, equipment or services for which payment is past due, and (3) any other amount owed by the Customer to the Company.
ARTICLE IX: ON-PEAK DELIVERIES
The Customer agrees to use reasonable efforts to offset its load and make deliveries of electrical energy during the Company's On-Peak Hours as defined by the Customer's retail rate classification.
ARTICLE X: DISCONTINUED EQUIPMENT EXPENSES
If this Agreement is terminated prior to the termination date stated in Article I, the Customer shall pay for any removal costs of the additional metering installed by the Company pursuant to ARTICLE VII.
ARTICLE XI: IMPROPER OPERATION
If the Customer's Interconnection Equipment fails to operate for any reason or if the Customer shall energize a deenergized Company circuit, the Customer shall indemnify and hold the Company harmless from all claims, demands, losses or damages to third parties (including, without limitation, reasonable attorneys' fees and costs of defense) caused by or resulting from the Customer's generation, together with all costs of enforcing this agreement to indemnify, notwithstanding the provisions of Article XV.
ARTICLE XII: SPECIAL OPERATING INSTRUCTIONS
The Company shall not be obligated to accept, and the Company may require the Customer to curtail, interrupt or reduce deliveries of energy in order to construct, install, maintain, repair, replace, remove, investigate or inspect any of the Company's equipment or any part of the Company's system, or if the Company determines that curtailment, interruption or reduction of deliveries of energy is necessary because of System Pre-emergencies or System Emergencies or as otherwise regard by Prudent Electrical Practices.
ARTICLE XIII: GOVERNMENTAL AUTHORIZATION
The Customer shall file in a timely manner applications for all governmental authorizations and permits that are required for the Facility and that are issuable prior to construction of the Facility. Prior to the Initial Date of Delivery, the Customer shall obtain all governmental authorizations and permits, including but not limited to Qualifying Facility certification, that are required for the Facility and are issuable prior to operation of the Facility. The Customer shall obtain all other governmental authorizations and permits required for operation of the Facility as soon as they can be obtained after the Initial Date of Delivery and shall maintain all required governmental authorizations and permits required for the Facility during the term hereof. The Customer shall provide copies of any such authorizations, permits and licenses to the Company upon request.
ARTICLE XIV: ASSIGNMENT
This Agreement shall not be assigned, pledged or transferred by either party without the written consent of the nonassigning party, which consent shall not be unreasonably withheld. All assignees, pledgees or transferees shall assume all obligations of the party assigning the Agreement. If this Agreement is assigned without the written consent of the nonassigning party, the nonassigning party may terminate the Agreement.
If the Customer is a closely-held corporation, then for the purposes of this Article a sale of all or substantially all of the voting securities of the Customer to a third party shall be deemed an assignment of this Agreement.
If this Agreement is assigned from the Customer to another party, by virtue of any insolvency proceeding, then the assignee, within 90 days of assumption of this Agreement, shall reimburse the Company for all reasonable expenses incurred by the Company in conjunction with such insolvency proceeding.
The Company and the Customer agree that in determining whether any withholding of consent to an assignment shall be reasonable, it shall be understood that it is of the essence of this Agreement that (i) the Customer deliver its intermittent energy from the Facility as defined herein, and (ii) the assignee be a Company customer whose proximity to the Facility makes Net Energy Billing appropriate. For that reason, the Company may reasonably refuse to consent to any assignment of this Agreement that would result in a change either in the type or the location of the Facility contemplated in this Agreement.
ARTICLE XV: INDEMNIFICATION
It is understood and agreed that the Customer holds the Company harmless for, and assumes all risk of, damage to its Facility caused by the operation of the Facility in synchronism with the Company's system. It is further understood and agreed that the Company holds the Customer harmless for, and assumes all risk of, damage to the Company's system caused by the operation of said system in synchronism with Customer's Facility.
Each party shall indemnify the other party, its officers, agents, directors, and employees against all loss, damage, expense, and liability to third persons for injury to or death of persons or injury to property occurring on the indemnifying party's side of the Point of Delivery, resulting from any cause whatsoever, including the sole negligence of the party indemnified; provided, however, that neither party, nor its officers, agents, directors or employees shall be liable to the other party, its agents, officers, directors or employees for incidental, special, indirect or conseguential damages of any nature connected with or resulting from performance of this Agreement. The indemnifying party shall, on the other party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying party shall pay all costs (including reasonable attorneys' fees and costs) that may be incurred by the other party in enforcing this indemnity.
ARTICLE XVI: INSURANCE
The Customer will continuously carry with a financially sound and reputable insurance company, insurance that the Customer deems sufficient to cover the risks associated with operation and maintenance of the Facility.
ARTICLE XVII: BREACH; TERMINATION
In the event of breach of any terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other party or in the event of any proceedings by or against either party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors, the other party may terminate this Agreement.
The Customer may terminate this Agreement upon sale or transfer of the Facility to a third party. The Customer shall provide the Company with thirty (30) days notice of the Customer's intent so to terminate. The termination shall be effective on the thirtieth day following the notice of intent or on the date of sale or transfer of the Facility, whichever is later.
If the Facility generates zero (0) kilowatt-hours during any period of twelve (12) consecutive Billing Cycles, the Company may terminate this Agreement.
ARTICLE XVIII: WAIVER
Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XIX: APPLICABLE LAWS
This Agreement is made in accordance with the laws of the State of Maine and shall be construed and interpreted in accordance with the laws of Maine, notwithstanding any choice of law rules that may direct the application of the laws of another jurisdiction.
The use of the words "it" or "its" hereunder shall include the pronoun "his" and "her", whenever applicable.
ARTICLE XX: CAPACITY LIMIT
Should the Company require an audit of the Facility's capability, the audit shall be performed at the Company's expense.
Should the Customer increase the nameplate rating or capability of its Facility to exceed 100 kW, the Company will terminate this Agreement. The Company shall not be liable to the Customer for damages resulting from a termination pursuant to this Article.
ARTICLE XXI: INTEGRATION
The terms and provisions contained in this Agreement between the Customer and the Company constitute the entire Agreement between the Customer and the Company and shall supersede all previous communications, representations, or agreements, either verbal or written, between the Customer and the Company with respect to the Facility and this Agreement.
ARTICLE XXII: SEVERABILITY
The invalidity of any provision of this Agreement shall not affect the validity or enforceability of any other provision set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed, all as of the day and year first above written.
CENTRAL MAINE POWER COMPANY