Exhibit 10.7
ENERGY CONSUMER
SHARED ENERGY SAVINGS AGREEMENT ("SESA")
This SHARED ENERGY SAVINGS AGREEMENT ("AGREEMENT") is entered into on the date
executed herein below by and between NECO ENERGY CORPORATION ("NECO") and Xxxxxx
Xxxxxx Company ("ENERGY CONSUMER").
1. Energy Consumer wishes to reduce peak energy and peak demand charges along
with lowering thermal energy costs. Energy Consumer agrees to consume
energy produced by NECO Electro-Thermo Solar Generator equipment,
sub-systems, recording meters and interconnect facilities (the "SOLAR
GENERATOR"). This Agreement sets forth the Terms and Conditions for sharing
energy savings for a five (5) year Term (the "FIRST TERM") between NECO and
Energy Consumer.
2. This Agreement enables the Energy Consumer to reduce electric and thermal
energy costs 20% by sharing the savings of energy produced by NECO Solar
Generator with NECO.
3. The Energy Consumer will save 20% of their costs for energy produced by the
Solar Generator and NECO, as the energy provider, will receive 80% of what
the Energy Consumer would have normally paid for delivered electric and
thermal energy used at the Energy Consumer facility ("SITE").
4. NECO agrees at the end of the First Term to extend this Agreement for an
additional five (5) year Term (the "SECOND TERM"). The Second Term will be
negotiated to provide even greater savings to the Energy Consumer.
5. Energy Consumer agrees it shall at all times during the First and Second
Term (and/or Third Term if applicable) of this Agreement provide adequate
space at Energy Consumers Site for the Solar Generator at no cost to NECO
along with full access by NECO, or by the Original Equipment Manufacturer
("OEM"), to its Solar Generator. Energy Consumer must maintain Site control
during each Term of this Agreement. If Energy Consumer does not own the
Site where the Solar Generator is to be installed, Energy Consumer must
provide NECO a Landlord Waiver and Consent Agreement between Energy
Consumer and Landlord (See Exhibit A).
6. NECO agrees to install the Solar Generator at its sole expense and obtain
all government permits and interconnect agreements with the local power
company. (Exhibit B, NECO Solar Generator Equipment List).
7. Energy Consumer agrees that all rights, title and ownership of the Solar
Generator are the personal and identifiable property of MegaWatt Energy
Corporation and NECO. Energy Consumer shall not create any claims, liens,
damages or encumbrances against the Solar Generator. NECO, acting on behalf
of itself and OEM, and Energy Consumer agree to hold each other, separately
and individually harmless from any and all loss, claims, damages and/or
actions caused by either party. NECO shall provide liability insurance for
the Solar Generator.
8. Energy Consumer agrees to promptly pay all invoices received from NECO
calculated from meter readings at Energy Consumer Site. Payments are due
NECO from Energy Consumer no later than fifteen (15) days after NECO energy
billing Due Date (the "Payment"). A billing statement example is attached
as Exhibit C. The billing statement will break down the electric and
thermal energy delivered and consumed from the Solar Generator. The Energy
Consumer shall receive 20% of the savings from their energy costs and NECO
80% of the remaining savings as the energy provider.
9. In the event of Payment Default, Energy Consumer agrees NECO and/or the OEM
has the right to (a) enter Energy Consumer Site during normal business
hours and (b) remove the Solar Generator and (c) institute collection
proceedings. See Exhibit B, Solar Generator Equipment List and Exhibit A,
Landlord Waiver.
10. Any dispute, controversy or claim arising under, out of or relating to this
Agreement and subsequent amendments thereof are hereinafter referred as
"the Dispute" and shall be submitted to Mediation in accordance with the
Rules of Mediation of the American Arbitration Association. See Definitions
attached to and a part of this Agreement.
11. Energy Consumer and NECO agree that this Agreement may be assigned by
either party with a 90 day advance written notice and that this Agreement
shall have binding effect upon assignees.
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12. Invoices paid by Energy Consumer to NECO for delivered electricity are
based upon the number of kilowatt hours delivered by the NECO Solar
Generator and consumed by Energy Consumer at costs Energy Consumer would
have normally paid for electricity delivered from the grid, including
demand charges, time of day use (where applicable) and other charges as
normally found on Energy Consumers power company billing statements, less
20% during the First Term. Second and Third Terms are to be negotiated at
even greater savings.
13. Rates paid by Energy Consumer to NECO for delivered thermal energy are
based upon the number of Therms or BTU's used by Energy Consumer at rates
Energy Consumer have normally paid for thermal energy, including surcharges
if any, and including boiler inefficiency (where applicable) and other
charges as normally found on Energy Consumers thermal billing statements,
less 20% during the First Term. Second and Third Terms are negotiated at
even greater savings.
14. NECO reserves the right to sell any available energy not consumed by Energy
Consumer to Third Parties. See Definitions which are a part and attached to
this Agreement.
15. Commencement and Termination: This Agreement and commencement of the first
sixty (60) month First Term shall become effective as of the date the Solar
Generator is installed and accepted by Energy Consumer:
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Initials: (on day of acceptance) and shall continue in
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The First Term shall terminate on:
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or until the final day of the Second or Third Term (if applicable), at which
time this Agreement shall terminate. Energy Consumer and NECO hereby agree to
this Agreement and its attached Exhibits under the Principle of Mutual Benefit
and for the benefit of the environment.
IN WITNESS WHEREOF, Energy Consumer and NECO have executed this Agreement as of
this 9th day of March, 2003 in the City of San Xxxxx, County of Los Angeles,
State of California.
ENERGY CONSUMER NECO
By: By:
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Xxxxx Xxxxxx Tor Xxxxx, Secretary/Treasurer
NECO Energy Corporation
0000 Xx Xxxxx Xxxx., Xxxxx 000
Xx'x Xx Xxxxx XX 00000-0000
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Print
Xxxxxx Xxxxxx Company
00000 Xxxxx Xxxx Xx.
Xxxxxxx, XX 00000
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DEFINITIONS
ENERGY CONSUMER SHARED ENERGY SAVINGS AGREEMENT ("SESA")
THESE DEFINITIONS ARE HEREBY ATTACHED TO AND A PART OF THIS SESA
BOILER INEFFICIENCY: Boiler inefficiency loss equals approximately 25% due to
the heat loss going up the exhaust stack.
DELIVERED ENERGY: Xxxxxxxx and savings are based on energy delivered to the
Energy Consumer from the NECO Solar Generator. The Energy Consumer still pays
normal prices on energy consumed which is not delivered by the NECO Solar
Generator.
EXCESS ENERGY: In the event Energy Consumer does not require energy at a certain
time of day or does not require thermal energy, NECO reserves the right to sell
any excess energy to third parties.
SESA: Shared Energy Savings Agreement between NECO or third party and Energy
Consumer.
DISPUTES: Any Dispute, controversy or claim arising under, out of or relating to
this SESA (and subsequent amendments thereof) its valid conclusion, binding
effect, interpretation, performance, breach or termination, including tort
claims (hereinafter referred to as "the Dispute") shall be submitted to
Mediation in accordance with the Rules of the American Arbitration Association
in force at the time of initiating the mediation procedure. If the Dispute has
not been settled pursuant to the Mediation procedure within sixty (60) days of
the initiation of the Mediation, or if either party will not participate in the
Mediation, the Dispute shall be referred to and finally determined by
arbitration in accordance with the Rules of Arbitration of the International
Chamber of commerce in force when initiating the arbitral procedure. The
arbitral tribunal shall consist of a sole arbitrator. The place of arbitration
shall be San Diego, CA, U.S.A. The Language to be used in the arbitral
proceedings shall be English. All disputes, controversies or claims referred to
arbitration including those on any statute of limitations, set-off claims, tort
claims and interest claims shall be governed by the substantive law fo
California, U.S.A.
INVOICES: Invoices are billing statements provided to Energy Consumer by NECO on
a regular basis commencing the first day of every other month (bi-monthly). The
billing will break down the energy consumed and allocate 20% of the savings to
the Energy Consumer and 80% of the savings to NECO.
NECO: NECO Energy Corporation. A publicly traded corporation incorporated in
California for the purpose of acquiring and having installed Solar Generators in
order to share in the savings of energy produced from said Solar Generators with
Energy Consumers. The Solar Generators are produced by MegaWatt Energy
Corporation ("MEC")s which is the Original Equipment Manufacturer. MEC shall
install the Solar Generators.
OEM: Original Equipment Manufacturer (MEC) that provides factory financing to
NECO.
PAYMENT DEFAULT: Energy Consumer shall be in default if payment for delivered
energy is not received by NECO fifteen (15) days after the Billing Date.
Xxxxxxxx shall be sent by U.S. Mail to Energy Consumer in advance of the Billing
Date.
ENERGY CONSUMER(S) SITE: The site or location where the Solar Generator is
installed.
RECORDING METERS: Are placed at convenient locations. There are two (2)
recording meters: (1) a kilowatt hour meter and (2) a thermal B.T.U. recording
meter.
SOLAR GENERATOR: The identified components of the High Concentration
Photovoltaic Electro-Thermo Solar Generator, sub-systems, recording meters and
interconnect facilities installed at and upon Energy Consumers Site.
UCC-1: OEM will record a Form UCC-1 with the State of California for this Solar
Equipment as owner.
UNITS OF MEASURE: 1 kilowatt: 1000 xxxxx; 1 Therm: 100,000 B.T.U
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EXHIBIT B
ENERGY CONSUMER
SHARED ENERGY SAVINGS AGREEMENT
NECO ENERGY CORPORATION
EQUIPMENT LIST
The total number of NECO Solar Generator(s) installed upon Energy Consumer Site
shall have a total rated energy output capacity of 300,000 xxxxx and 2,500,000
British thermal units (Btu's).
Number of Solar Generators: 150 each rated at 2000 xxxxx.
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MODEL SERIAL NUMBER
FLC 2000GA-T 0101 thru 0251
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OTHER EQUIPMENT:
Inverter: To be determined at time of installation
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Recording Meter: To be determined at time of installation
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Interconnect Facilities:
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Sub-Systems: To be determined at time of installation
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