SOLAR + STORAGE ON PUBLIC BUILDINGS
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CUSTOMER PARTICIPATION AGREEMENT
Program Overview
The Peninsula Clean Energy Solar + Storage on Public Buildings program technical assistance to eligible local government customers of Peninsula Clean Energy Authority to design and install solar and storage systems.
Program Eligibility
Customer confirms that it is an existing government customer that receives electric utility services from Peninsula Clean Energy. Customer agrees to provide full and accurate facility condition, usage data, and other information to Peninsula Clean Energy and any of its third-party contractor(s) (Contractor(s)) upon request. Customer also agrees to provide access to Peninsula Clean Energy and any Contractor for the purpose of participating in the Program. Peninsula Clean Energy utilizes Contractor(s) to support technical activities such as site analysis, interconnection applications, and technical support.
Contractor(s) shall only be granted access to Customer data as necessary to carry out these activities and any confidential information will be returned to Peninsula Clean Energy or destroyed once Contractor has fully performed its Program obligations.
Objective
The purpose of this Customer Participation Agreement is to secure participation in the Assessment Phase of the Program.
After the customer has enrolled in the Assessment Phase of the Program, Peninsula Clean Energy will provide an assessment that will identify and evaluate one or more potential solar and storage systems. Peninsula Clean Energy will provide a recommended design and estimated pricing. Based on the design and estimated pricing, Customer will be eligible to participate in the Procurement Phase of the Program following the commitment to participate in the Procurement Phase.
Following the Procurement Phase, Customer will be eligible to move the Installation Phase of the Program wherein the system will be deployed. System installation will require the execution of a legally binding Power Purchase Agreement (PPA). The PPA will provide for installation of the system and delivery of power with monthly payment for that power to Peninsula Clean Energy for the duration of the term, typically twenty (20) years. Prior to executing the PPA, there is no obligation for the Customer to participate and Customer may opt-out at any time.
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CUSTOMER PARTICIPATION AGREEMENT
These Standard Terms and Conditions for Participating Customers and the Customer Participation Agreement (collectively, the “Agreement”) are made and entered into by and between Peninsula Clean Energy Authority and its contractors, representatives, and agents (collectively, “PCEA”), and Customer for the purpose of evaluating solar and storage (“System”) opportunities under the Program funded by PCEA. PCEA may hire third party contractors to provide services under this Agreement (the “Contractor”). PCEA and Customer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” The Parties acknowledge and agree that PCEA and Contractor are third party beneficiaries of this Agreement. In consideration of the mutual covenants and agreements set forth below, the adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.ACCESS AND PARTICIPATION. Customer agrees to support PCEA and Contractor and assign a representative to facilitate services provided under this Agreement. Customer acknowledges its interest in installing System. Customer agrees to allow PCEA and Contractor to access its facilities, energy use data (including authorizing PCEA to share this information with any Contractor) including but not limited to: building level site layout, electrical system conditions, historical usage and demand and readings from electrical panels and circuits, structural conditions, and cost information for the purposes of implementing this Agreement. Customer represents that by signing this document that they are the legal property owner with permission to install System under this Agreement. Customer agrees not to use the name or identifying characteristics of PCEA or its contractors for any advertising, sales promotion, or other publicity of any kind without written authorization from PCEA. The Program may be modified or terminated without prior notice.
2.ELIGIBILITY. PCEA determines eligibility of Customers at its sole discretion. PCEA may request verification of eligibility requirements at any time during the Program period.
3.CONFIDENTIALITY. PCEA shall keep Customer information confidential. Only Contractor and PCEA shall be granted access to Customer data as needed or required. PCEA, Contractor, and Customer agree that all releases necessary to this paragraph will be reviewed and timely executed by the parties.
4.NO WARRANTY. PCEA MAKES NO REPRESENTATIONS OR WARRANTIES, AND ASSUME NO LIABILITY WITH RESPECT TO QUALITY,
SAFETY, PERFORMANCE, OR OTHER ASPECT OF ANY DELIVERABLE PROVIDED PURSUANT TO THIS AGREEMENT AND EXPRESSLY
DISCLAIM ANY SUCH REPRESENTATION, WARRANTY OR LIABILITY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE ANY DUTY TO, ANY STANDARD OF CARE WITH REFERENCE TO, OR ANY LIABILITY TO ANY THIRD PARTY.
NEITHER THE PCEA NOR PCEA SHALL BE RESPONSIBLE FOR COSTS OR CORRECTIONS OF CONDITIONS ALREADY EXISTING IN THE FACILITIES INSPECTED WHICH FAIL TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
5.INDEMNIFICATION; LIMIT ON LIABILITY. Customer discharges and releases PCEA and its officers, employers, employees, and agents from and against any and all claims, demands, liabilities, obligations, damages or chose in action, legal or equitable, of whatever kind or nature, including negligence by PCEA, in which Customer, and Customer’s successors in interest, heirs, estates or personal representatives, or family members, now may have or assert, or may have had in the past or may have in the future, against PCEA as the result of, based upon, arising out of, or connected with PCEA’s involvement with the Assessment Phase. Customer is on notice of and hereby specifically and expressly waives the provisions of California Civil Code § 1542, which provides that a “general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. NEITHER PCEA
NOR CUSTOMER SHALL BE LIABLE TO EACH OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT.
6.MISCELLANEOUS. This Agreement shall be governed by and construed under the laws of the State of California, without regard to conflict of law rules. Customer shall not assign, delegate or subcontract this Agreement or its duties thereunder, in whole or in part, voluntarily or involuntarily (including a transfer to a receiver or bankruptcy estate) without the prior written permission of PCEA. PCEA may assign its rights and delegate its duties under this Agreement to any third party at any time without Customer’s consent. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions in this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. The failure of either Party to enforce strict performance by the other of any provision of this Agreement, or to exercise any right available to the Party under this Agreement, shall not be construed as a waiver of such Party’s right to enforce strict performance in the same or any other instance.
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CUSTOMER PARTICIPATION AGREEMENT
Customer
I CERTIFY THAT I have read and understood the Participation Agreement. I certify that the information I have provided is true and correct.
Customer Name: ______________________________
Customer Address: ___________________________________________ City: _______________________ Customer Representative Name: ______________________________ Customer Representative Title: ______________________________ Customer Signature: __________________________ Date: _____________ Approved as to Form
City Attorney Name: _____________________________
City Attorney: ________________________________
Peninsula Clean Energy
Name: ________________
Title: ________________
Signature: __________________________ Date: _____________