Use this solar services agreement template to create a long-term contract between two parties related to designing, installing, and maintaining a solar system. These agreements can be related to a solar power lease, PPA, or outright buying of the system. Whenever developing alternate forms of power, it’s good to have an agreement with your Provider. This ensures everyone is clear on their roles and responsibilities.
This SOLAR SERVICES AGREEMENT (this “Agreement” or “Service Contract”), effective as of (Date) (the Effective Date), is made and entered into between [Customer.FirstName] [Customer.LastName] (hereinafter the “Customer”), and [Provider.FirstName] [Provider.LastName] , a [Provider.State] company with a registered address located at [Provider.StreetAddress] [Provider.City] [Provider.PostalCode] (hereinafter the “Provider”).
WHEREAS, Customer wishes to increase its use of environmentally friendly energy and to optimize the rates paid for electricity; and
WHEREAS, Customer owns the Property(ies) (as hereafter defined); and
WHEREAS, Provider has offered, at his sole cost and expense, to install, maintain, own, replace, repair, and operate a photovoltaic system at one or more of the Property(ies) and to sell Solar Services (as hereafter defined) produced by the solar photovoltaic system to Customer as provided in and subject to the provisions of this Agreement. Customer is willing to purchase the Solar Services as provided in and subject to the provisions of this Agreement.
NOW, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
For purposes of this Agreement, the following terms shall have the following meanings:
“Services” means any and all services specified in the Statement of Work (as defined below).“Deliverables” means any tangible property. This includes software media delivered to Customer under this Service Contract, as specified in the Statement of Work.
“Project” means the combination of Services and Deliverables to be provided under this Agreement.“Actual Production” means, for any period, the actual net electrical production, in kWh, of the Systems.
“Environmental Attributes” means all products of the Systems other than electricity, including but not limited to carbon trading credits, renewable energy credits or certificates, emissions reduction credits, investment credits, tax credits, emissions allowances, green tags, tradable renewable credits, and Green-e® products.
“Environmental Law” means all laws of any Governmental Authority having jurisdiction over any Property addressing pollution or protection of the environment and all amendments to such laws and all regulations implementing any of the foregoing.
Provider shall perform and deliver the Project as outlined in the Statement of Work issued against and subject to the terms and conditions of this Agreement.
The work which Provider shall perform shall be specified in the Statement of Work – attached hereto as Attachment A. The Statement of Work shall specify:
A description of Services and Deliverables. A schedule for Deliverables. A price and payment schedule.Customer agrees to purchase one hundred percent (100%) of the Solar Services produced from and after the Commercial Operation Date until the end of the Term. Customer shall purchase all such Solar Services at the kWh Rate whether or not the Customer can use all such Solar Services. The purchase of Solar Services hereunder includes Customer’s entitlement to all rights, title, and interest to any applicable Net Metering Credits. However, the Purchase of Solar Services hereunder does not include Environmental Attributes, Rebates, Tax Attributes, State Incentives, or any other attributes of ownership of the Systems, the title to which shall rest with the Provider.
The initial Term of this Agreement shall begin on the Effective Date and shall continue to apply for each Site for a period ending on the first December 31, following the (Enter the Date) anniversary of the Commercial Operation Date of the System located on such Site (the “Initial Term”), unless terminated earlier pursuant to this Agreement.
Make sure that the payment terms are set out. This should state everything that’s included, as well as all exclusions so that the Customer knows what extra fees may be applicable.
Services will be performed on a firm fixed price basis or a time and materials basis, as indicated in the applicable Statement of Work and referred to as “Solar Services Payment.” Any additional or unscheduled Services or Deliverables to be provided by Provider outside of the Statement of Work must be mutually agreed upon in writing and signed by both parties hereto referencing this Agreement.
Customer will receive invoices based upon the billing/payment schedule contained in the applicable Statement of Work. Invoices will contain a description of the Services or Deliverables provided. Invoices are due and payable within (Number of days) of Provider’s invoice date. Interest may be charged on all amounts unpaid after (Number of days) days at the annual rate of 1-1 1⁄2% per month or the highest legal rate, whichever is lower. If any invoice is not paid when due, the Provider may suspend the provision of Services and/or Deliverables without liability or penalty until final resolution of the matter.
Provider reserves a purchase money security interest in each Deliverable until the Project Price is paid. Customer agrees to sign, upon request, any documents necessary to protect Provider’s security interest in all Deliverables.
Solar power installers must be licensed in certain states, but this isn’t required in all markets. When creating your solar service agreement, make sure that the Provider you use is licensed with the North American Board of Certified Energy Practitioners (NABCEP).
Except for commercial off-the-shelf type products where the license for such products is contained in the applicable Statement of Work, Customer shall have exclusive unlimited ownership rights to all deliverables developed under this Agreement.
All the foregoing shall be deemed to be work made for hire, except as hereafter specified, and belong to Customer, with Customer having the sole right to obtain, hold, and renew, in its own name or for its own benefit, patents, copyrights, registrations, or other appropriate protection.
Customer acknowledges that Provider uses, or may develop hereunder, methods, concepts, code sequences, format, sequence structure, organization, menu command hierarchy, templates, masks, user interface, techniques, program organization, database structuring techniques, and the like (Provider proprietary items) that are proprietary to Provider.
Provider shall install, own and maintain a revenue-grade kilowatt-hour meter (“Meter”) on the Property for the measurement of Actual Production provided to Customer from the Systems on a continuous basis. Provider shall test the Meter in compliance with the manufacturer’s recommendations. Once per calendar year, Customer shall have the right to audit all such Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost.
Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. If testing of the Meter pursuant to the foregoing indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. Provider shall make a corresponding adjustment to the records of the amount of Actual Production based on such test results for (a) the actual period of time when such error caused inaccurate meter recordings, if such period can be determined to the mutual satisfaction of the Parties, or (b) if the actual period cannot be so determined, then an estimated period equal to one-half (1/2) of the period from the later of (i) the Date of the last previous test confirming accurate metering or (ii) the date the Meter was placed into service; provided, however, that such estimated period shall in no case exceed one (1) year.
Provider shall be entitled to suspend delivery of Actual Production to the Property for the purpose of testing, maintaining, replacing, and repairing the Systems, and such suspension of service shall not constitute a breach of this Agreement; provided, however, that Provider shall use commercially reasonable efforts to minimize any interruption in service to Customer. Provider shall not have any obligation to reimburse Customer for costs of purchasing energy that would have been produced by the System but for such suspension, provided, however, that Provider shall remain responsible for the Minimum Output Guarantee.
Provider shall not be responsible for any Hazardous Materials encountered at the Site which were not introduced to the Site by Provider (“Customer Hazardous Materials”). Customer shall indemnify and hold harmless Provider from any costs or expenses (including reasonable attorneys’ fees) incurred by Provider due to the presence of Customer Hazardous Materials on the Site. Upon encountering any materials not previously disclosed to Provider that Provider suspects may constitute Customer Hazardous Materials, Provider may suspend work in the affected area until Customer remediates such materials as provided below. Any such suspension shall act to toll day for the day any deadline applicable to Provider hereunder and to Provider’s suppliers and contractors under their respective arrangements with Provider.
During the Term, Customer shall make electricity available to Provider at no charge from the Local Electric Utility service at the Property for constructing, installing, repairing, maintaining, and removing the Systems, and otherwise to meet parasitic load during System non-generation periods.
The System shall be interconnected with the Customer’s electrical system at each Site, and the utility grid will be connected. The Provider will comply with the Local Electric Utility’s interconnection and Net Metering requirements. Provider, with Customer’s cooperation and assistance, shall manage application for all necessary approvals from the Local Electric Utility, including submission of applications for Interconnection and Net Metering Agreements required for interconnection of the System and to deliver Net Metering Credits to the Customer’s electric accounts. Provider shall be responsible for all costs associated with the electrical interconnection (including metering) of each Site to the Local Electric Utility.
At any time that electric production from the System is greater than Customer’s requirements at such time, Customer shall nevertheless pay Provider for all of the electricity produced by the System at the rates and in the manner provided in this Agreement so long as, and to the extent:
(i) Provider has arranged for Customer to obtain all necessary Interconnection Agreements and Net Metering Agreements required to deliver Net Metering Credits to the Customer’s electric accounts in accordance with local regulations; and
(ii) Provider has designed, constructed, and is operating each System so such System qualifies (or would qualify), pursuant to Applicable Law, for Net Metering Credits. Customer shall be permitted to retain any credits or payments from the Local Electric Utility that may be available under Net Metering or similar programs, excluding any such credits or payments to which Provider is entitled pursuant to this Agreement.
Customer acknowledges and understands that solar power is an intermittent resource and that the output of the Systems, which is dependent on the sun and other factors, will constantly vary and that no particular amount of output from the Systems is guaranteed in amount or time of delivery, except for the Minimum Output Guarantee set forth in this Agreement.
Solar production can only ever be estimated. So make sure that any assumptions given by the Provider are clear, reasonable, and make sense. If you don’t understand any of the estimates provided, make sure to ask your Provider before signing a contract.
The estimated annual production for the Systems for each year of the Term (the “Estimated Annual Production”) is attached as Exhibit A.
In the event Provider does not meet eighty-five percent (85%) of the Estimated Annual Production, Provider shall promptly generate as-built weather-adjusted PVSyst Report for the Systems for such year, which accounts for actual weather data from such year, and Provider shall promptly revise the Estimated Annual Production for such year based on the as-built weather adjusted PVSyst Report for the year (the “Weather Adjusted Estimated Annual Production”). Provider shall furnish such as-built weather-adjusted PVSyst Report and Weather Adjusted Estimated Annual Production to Customer by no later than sixty (60) days after the conclusion of the applicable year. Notwithstanding anything herein to the contrary, Provider guarantees that the Systems shall produce not less than eighty-five percent (85%) of the applicable Weather Adjusted Estimated Annual Production measured on a rolling, three-year, cumulative basis (the “Minimum Output Guarantee).
Beginning on the third anniversary of the Commercial Operation Date of the Systems, Provider shall calculate and notify Customer in writing of any Energy Shortfall Amount (as defined below) due to Customer in the next invoice. Provider shall, within (30) Business Days of notifying Customer, credit to the Customer the Energy Shortfall Amount.
For each anniversary of the Commercial Operation Date beginning on the third anniversary of such Date, if the actual output of the Systems for the prior three years (the “Actual System Output”) does not equal or exceed the Minimum Output Guarantee for such three-year period, in its next invoice(s) to Customer (and in the final invoice for any credit owed for the final year of the Term or any Renewal Term), Provider shall credit Customer an amount equal to the product of (a) the lesser of (i) the positive difference, if any, of the average price per kWh for energy provided by the Local Electric Utility during such three-Contract Year period minus the applicable kWh Rate hereunder, or (ii) the applicable kWh Rate hereunder, multiplied by (b) the difference between the Actual System Output for such three-year period and the Minimum Output Guarantee for such three-year period (“Energy Shortfall Amount”).
For the avoidance of doubt, this section shall continue to apply throughout any Renewal Term. Any failure of the Provider to satisfy the Minimum Output Guarantee under this section shall not constitute a Provider Default.
Provider shall install a performance monitoring system, which monitoring system shall, at minimum, meet the requirements for reporting actual production of electricity to the Local Electric Utility and any appropriate state or regional agency. Such a system shall be more particularly described in Schedule 2 and may include a state-of-the-art remote data acquisition system (DAS) designed to gather and record system parameters as well as weather-related parameters, including power, sunlight, wind speed, and air temperature from a local area weather station.
It is agreed that these Provider proprietary items shall remain the sole and exclusive property of the Provider. Provider grants Customer a perpetual, non-exclusive, paid-up license to use Provider proprietary items subject to the following:
Customer may use Provider’s proprietary items solely in connection with the products purchased hereunder for the purpose for which those products were originally purchased.
Customer may not transfer, sell, or otherwise dispose of any Provider proprietary items without the prior written consent of the Provider.
This license gives no title or ownership rights in Provider proprietary items or related intellectual property to Customer.
If software source code is delivered to Customer under this license, Customer agrees to keep the source code strictly confidential in accordance with this Agreement. If software object code is delivered, Customer will not copy or change the software or subject the software to any process intended to create computer source code from Provider proprietary items.
Customer agrees to retain or reproduce on all copies of any Provider proprietary items, all copyright notices and other proprietary legends, and all trademarks or service marks of Provider or any third party.
Customer will have no rights to assign or sell the license granted herein to others.If Customer orders any commercial off-the-shelf type products, a separate licensing agreement shall be negotiated and shall become part of the applicable Statement of Work.
Customer grants Provider a perpetual, non-exclusive, paid-up license to use all portions of the deliverables first developed by Provider during the performance of this Agreement, not to include content or any material provided to Provider by Customer.