Solar Development Agreement Template

Solar Development Agreement (hereinafter the ‘Agreement’)

Between:

​[Developer.FirstName][Developer.LastName] (hereinafter the ‘Developer’)

​[Developer.Country] owning a registered office at [Developer.Company][Developer.StreetAddress]​

and​

​[Owner.FirstName][Owner.LastName] (hereinafter the ‘Owner’)

​[Owner.Country] with an office located on [Owner.Company][Owner.StreetAddress].

Both Owner/Client and Developer may be considered as “Party” and together as “Parties” on the (Date of the Agreement).

WHEREAS:

1. Owner wishes to develop the property described in Exhibit A (hereinafter the ‘Property’) to achieve economic and positive environmental impact by design, installation, and maintenance of solar power solutions while benefiting from state, federal, and incentives (collectively, the ‘Project’);

2. Developer is in the business of providing consulting services to business owners considering solar power solutions and energy efficiency upgrades, and the Developer proposes to achieve increased financial benefits and expedited completion schedules for the Project;

3. The Owner wishes to engage the Developer to manage the planning, financing, and development for the project as outlined in this agreement, and the Developer wishes to accept such engagement upon all of the terms and subject to the conditions hereinafter set forth.

Now, Therefore, the Parties intend to be legally bound to all the conditions, warranties, and representations mentioned in this Agreement. These clauses are as follows:

Defined Terms and Interpretation

The interpretation of expressions and terms in this Agreement are according to the meanings provided in Schedule A.

Terms not mentioned in this schedule shall have the same meaning as mentioned in the Oxford dictionary.

Further, the heading of all the paragraphs mentioned are majorly for convenience only, and in case of a conflict, the context of the paragraph should be considered.

Terms such as ‘Owner’ is the client in this Agreement. Similarly, the Developer is the consultant on the project. This information shall be mentioned and interpreted as given in Schedule A. It should also include the meaning of terms such as project, government, metering system, net energy output, relevant consents, and more.

Term

The initial term of the Agreement would commence on (Enter date). The Developer will provide the services under this agreement and will achieve final completion of the Project on or before (Enter date).

Both parties can agree to change the length of the Agreement’s term as per their needs by giving at least (Enter Number) month(s) written notice.

Any of the Parties can extend the tenure of the Agreement as per the agreed renewal terms as agreed by both Developer and Owner.

Grants/Rebates/Incentives

The Developer shall use commercially reasonable efforts to support the Owner in obtaining or maintaining grants/rebates/incentives for the Project. The Developer shall use commercially reasonable efforts to support the Owner in obtaining an extension, if allowed and if necessary. If the Owner does not obtain extensions for the rebates on terms satisfactory to the Owner at its sole discretion, the Owner may terminate the Contract Documents upon written notice to the Developer without liability to either Party.

Billing and Payments

Total Contract Price

As compensation for the Project, the Owner shall pay the Developer $(Enter amount) (“Total Contract Price”). Payment of this amount can be invoiced upon completion of specified tasks set forth in the Scope of Project (SoW).

Payments

On a monthly basis, Developer shall submit an invoice for payment based on the estimated value of materials delivered or services performed under the Agreement. The Owner is responsible for settling this invoice within thirty (30) days. Any invoices from the Developer must feature detailed calculations highlighting any amounts owed in line with the terms of this Agreement and the SoW.

The Owner may deduct from any payment an amount necessary to protect the Owner from loss because of the following:

1. Any sums expended by the Owner in performing any of the Developer’s obligations under the Agreement which the Developer has failed to perform or has performed inadequately.

2. The defective Project was not remedied.

3. Stop notices as allowed by state law.

4. Reasonable doubt that the Project can be completed for the unpaid balance of the Total Contract price or by the scheduled completion date.

5. Unsatisfactory prosecution of the Project by the Developer.

6. Unauthorized deviations from the Agreement.

7. Failure of the Developer to maintain or submit on a timely basis proper and sufficient documentation as required by the Agreement or by the Owner during the prosecution of the Project.

8. Erroneous or false estimates by the Developer of the value of the Project performed.

9. Any sums representing expenses, losses, or damages, as determined by the Owner, incurred by the Owner for which Developer is liable under the Contract.

A special invoice should be generated in case of a breach or default. This should cover all the amounts owed and details on any payment delays.

Pre-Operation Obligations

Standard of Care

Developer’s services will be performed, findings obtained, and reports and recommendations prepared in accordance with generally and currently accepted principles and practices of Solar Practices and all Applicable Laws, including the applicable provisions of (Enter state) regulations.

The Developer represents and warrants that it is fully experienced in projects of the nature and scope of work and that it is properly qualified, licensed, and equipped to supply and perform the Project. The Project completed herein must meet the approval of the Owner and shall be subject to the Owner’s general right of inspection and supervision to secure the satisfactory completion thereof.

Originality of Services

Developer agrees that all technologies, formulae, procedures, processes, methods, writings, ideas, dialogue, compositions, recordings, teleplays, and video productions prepared for, written for, or submitted to the Owner and/or used in connection with this Agreement, shall be wholly original to the Developer and shall not be copied in whole or in part from any other source, except that submitted to Developer by Owner as a basis for such services.

Property Examination

Developer has examined the Property and certifies that it accepts all measurements, specifications, and conditions affecting the Project to be performed at the Property. By submitting its quote, Developer warrants that it has made all Property examination(s) that it deems necessary as to the condition of the Property, its accessibility for materials, workers, and utilities, and Developer’s ability to protect existing surface and subsurface improvements. No claim for allowance of time or money will be allowed as to any other undiscovered condition on the Property.

Notice to Proceed

After the Owner approves the design of the solar PV (Photovoltaic) system, the Owner shall provide a Notice to Proceed to the Developer, at which time the Developer shall proceed with the construction of the Project.

Metering

The Owner should own and maintain the Metering System with performance measurements.

The Parties should be responsible for testing and inspecting all the Metering Equipment.

Materials

Developer shall furnish, at his/her own expense, all labor, materials, equipment, supplies, and other items necessary to complete the services to be provided pursuant to this Agreement.

Antitrust Claim

Developer and its subcontractor(s) agree to assign to the Owner all rights, title, and interest in and to all causes of action they may have, arising from purchases of goods, services, or materials pursuant to the Agreement. This assignment shall be made and become effective at the time the Owner tenders final payment to the Developer without further acknowledgment by the parties.

Substitutions

No substitutions of material from those specified in the SoW shall be made without the Owner’s prior written approval.

Hazardous Materials

If PV modules using hazardous materials are to be provided by the Developer, then the environmental impact of the hazardous material usage must be discussed, including any special maintenance requirements and proper disposal/recycling of the modules at the end of their useful life. Modules containing hazardous materials must comply with the EPA (Environmental Protection Agency) and Landfill Disposal Requirements. Any additional costs and/or Owner responsibilities related to PV modules containing hazardous materials must be clearly identified.

Photovoltaic (PV) Modules

Proposed photovoltaic modules must be (i) Monocrystalline or Polycrystalline, (ii) eligible under the (State) Solar Initiative (“CSI”) Program; (iii) in compliance with IEEE standards, including, without limitation, IEEE 1262; (iv) UL listed; and (v) in compliance with the current National Electrical Code.

Inverters

Proposed inverters must be: (i) IEEE 929-2000 compliant; (ii) UL 1741 compliant; and (iii) compliant with all state laws.

Mutual Warranties and Covenants

One party warrants the other that each party is duly formed and under the excellent standing of the law of [Developer.Country] and is qualified to conduct business in (country of the Project) by complying with all the laws.

Unless stated otherwise, the Developer shall own, design, and construct the Project under the Agreement’s laws, regulations, and rules.

Owner agrees to pay for the net energy output of (Add the amount of net energy required).

Defaults and Termination

For Convenience by Owner

Owner may, at any time, with or without reason, terminate this Agreement and compensate the Developer only for services satisfactorily rendered to the date of termination. Written notice by Owner shall be sufficient to stop further performance of services by Developer.

Notice shall be deemed given when received by the Developer, or no later than three (3) days after the day of mailing, whichever is sooner. In the event that Owner terminates this Agreement pursuant to this section, the Owner shall compensate Developer for work completed to date as a pro-rata amount of the full fees, costs, and expenses.

With Cause by Owner

Owner may terminate this Agreement upon giving written notice of intention to terminate for cause. Cause shall include:

1. a material violation of this Agreement by the Developer; or

2. any act by Developer exposing the Owner to liability to others for personal injury or property damage; or

3. Developer is adjudged bankrupt,

4. Developer makes a general assignment for the benefit of creditors, or a receiver is appointed on account of the Developer’s insolvency.

Written notice by Owner shall contain the reasons for such intention to terminate, and unless within three (3) calendar days after that notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this Agreement shall, upon the expiration of the three (3) calendar days cease and terminate.

In the event of this termination, the Owner may secure the required services from another Developer. If the expense, fees, and costs to the Owner exceed the cost of providing the service pursuant to this Agreement, Developer shall immediately pay the excess expense, fees, and/or costs to the Owner upon the receipt of the Owner’s notice of these expense, fees, and/or costs. The foregoing provisions are in addition to and not a limitation of any other rights or remedies available to the Owner.

Upon termination, Developer shall provide the Owner with all documents produced, maintained, or collected by Developer pursuant to this Agreement, whether or not such documents are final or draft documents.

Indemnification

To the furthest extent permitted by (State) law, Developer shall, at its sole expense, defend, indemnify, and hold harmless the Owner, the State of (State), and their agents, representatives, officers, consultants, employees, trustees, and volunteers (the “indemnified parties”) from any and all demands, losses, liabilities, claims, suits, and actions (the “claims”) of any kind, nature, and description, including, but not limited to, personal injury, death, property damage, and consultants and/or attorneys fees and costs, directly or indirectly arising out of, connected with, or resulting from the performance of the Agreement or from any activity, work, or thing done, permitted, or suffered by the Developer under or in conjunction with this Agreement, unless the claims are caused wholly by the sole negligence or willful misconduct of the indemnified parties.

The Owner shall have the right to accept or reject any legal representation that Developer proposes to defend the indemnified parties.

Force Majeure

In this Agreement, “Force Majeure” means any event, circumstances, or combination of events or circumstances beyond the reasonable control of a Party that materially and adversely affects the performance by that Party of its obligations by that Party of its rights under this Agreement, provided that such material and adverse effect has not occurred due to the failure of Developer or Owner to design, finance, construct, own, operate or maintain the Project, Interconnection Facilities or the Grid as required by this Agreement and under Good Owner Practice. Force Majeure shall expressly include the following categories of events and circumstances to the extent that the events or circumstances satisfy the definitional requirements.

Natural Events. “Force Majeure – Natural” includes, but is not limited to:

a) Acts of Nature;

b) Epidemic or plague;

Other Events of Force Majeure. “Force Majeure – Political” includes, but is not limited to:

1. Act of war, invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, act of terrorism, or sabotage;

2. Strikes, work to rule, or go-slows; and

3. Any of the Relevant Consents not being granted or renewed (unless previously revoked for cause) upon application having been duly made, any of the Relevant Consents, having been granted, ceasing to remain in full force and effect (unless revoked for cause), or the attachment to any Relevant Consents, subsequent to its grant, of any terms or conditions preventing performance,

Upon the occurrence of a Force Majeure event or circumstances, the non-performing Party shall, within forty-eight (48) hours, give the other Party written notice describing the particulars of the occurrence. The suspension of performance shall be of no greater scope and no longer duration than the Force Majeure requires. The non-performing Party shall use its best efforts to remedy its inability to perform. When the non-performing Party is able to resume the performance of its obligations under this Agreement, that Party shall promptly give the other Party written notice to that effect.

Force Majeure shall expressly not include the following conditions, except to the extent they result from an event or circumstances of Force Majeure:

• Unavailability, late delivery, or changes in the cost of the plant, machinery, equipment, materials, spare parts, or consumables for the Project;

• A delay in the performance of any Contractor;

• Non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment; and

• Non-performance caused by, or connected with, the non-performing Party’s (a) negligent or intentional acts, errors, or omissions, (b) failure to comply with applicable laws, or (c) breach of, or default under, this Agreement.

Consequences of Force Majeure

Neither Party shall be deemed in breach of this Agreement because of any failure or delay in complying with its obligations pursuant to this Agreement due solely to Force Majeure.

The periods allowed for performance by the Parties of their obligations shall be extended on a day-for-day basis, provided that (1) no relief shall be granted to the Party claiming Force Majeure according to this Agreement to the extent that such failure or delay would have occurred even had such Force Majeure not occurred, and (2) the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than fifteen (15) months.

Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification, the Party not claiming shall not bear any liability for any loss or expense suffered by the Party claiming Force Majeure as a result of a Force Majeure.

During the pendency of an event of Force Majeure, the Developer shall not be entitled to receive Energy Payment from the Owner except for energy already received by the Owner prior to the Event. If Force Majeure affects only part of the Project, then the Developer shall be entitled to receive Energy Payment for electrical energy actually delivered to the Owner.

Insurance

Both Parties involved should maintain all the insurance related to the Project. Insurance requirements are to be clearly defined in the SoW.

Resolution of Any Dispute

In case of any dispute related to the Agreement, both Parties shall resolve the issue within 30 days through mutual discussion.

If a dispute doesn’t resolve, it should be settled through arbitration.

Attorney Fees and Costs

Should litigation be necessary to enforce any terms or provisions of this Agreement, then each party shall bear its own litigation and collection expenses, witness fees, court costs, and attorney’s fees.

Notices

All the notices shared should be in writing and must be either delivered by post or handed over in person.

All the notices should have the party’s address, fax number, and telephone in detail.

Notices are only effective upon their receipt or delivery.

Owner Details:

​[Owner.FirstName][Owner.LastName]​

​[Owner.StreetAddress][Owner.City][Owner.State][Owner.PostalCode]​

​[Owner.Phone]​

​[Owner.Email]​

Developer Details:

​[Developer.FirstName][Developer.LastName]​

​[Developer.StreetAddress][Developer.City][Developer.State][Developer.PostalCode]​

​[Developer.Phone]​

​[Developer.Email]​

Miscellaneous Provisions

All the amendments in this Agreement shall be binding when provided in writing and signed by the representatives of both Parties involved.

Each party should keep all related documents confidential and not publish them publicly.

Governing Law

All the obligations and rights of the parties involved in this Agreement shall be constructed and governed as per the laws of the (State).

Severability

If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect and shall not be affected, impaired, or invalidated in any way.

Waiver

The waiver by either party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained.

In Witness Whereof, this Agreement has been executed on the (Date).