Community Solar Power Agreement

COMMUNITY SOLAR POWER AGREEMENT

Parties

Recitals

WHEREAS, Solar Provider has developed, will construct, own and operate a photovoltaic solar energy generating system to serve multiple community participants as set forth in this Agreement and associated exhibits (the System); and

WHEREAS, Subscriber desires to receive a share of the electric energy and/or bill credits generated by the System in exchange for payments described below; and

WHEREAS, the parties desire to set forth the obligations, compensation, allocation methodology and other terms under which the System will be developed, operated and used for the benefit of Subscriber.

Project Identification

Project Name:

Site Location:

Effective Date: . System Capacity (AC):

Scope of Work

Solar Provider shall design, permit, procure, construct, commission and operate the System at the Site, and shall provide Subscriber with the allocated share of net energy production and associated bill credits in accordance with this Agreement. The detailed scope, milestones and deliverables are as follows:

Provider Responsibilities include compliance with applicable interconnection and safety standards, maintaining insurance as required by law, and providing Subscriber with periodic production statements as specified herein.

Subscriber Allocation and Metering

Subscriber Allocation Percentage: of the System's net monthly electrical production, subject to adjustments for losses, curtailment and meter factors described in this Agreement.

Metering and crediting methodology shall follow the metering configuration and utility billing practices set forth in the attached technical exhibit and summarized in the Scope of Work. Provider will furnish monthly production statements showing gross generation, estimated losses and Subscriber credits.

Payment Terms

In consideration for the allocation of energy and credits, Subscriber shall pay Provider as set forth below. All payments are due in U.S. dollars and exclusive of taxes unless otherwise specified.

Monthly billing based on meter aggregation and allocation statements.
Annual reconciliation and settlement of under/overpayments.

Late payments shall incur the late fee above on the unpaid balance from the due date until paid. Provider may suspend credits or access to allocated energy after a cure period specified in Termination below.

Term and Termination

Term Commencement Date: . Initial Term expiration: .

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Provider may also terminate if regulatory, interconnection or utility actions render the System or allocation infeasible.

Upon termination, Provider shall perform a final accounting and, if applicable, reimburse or invoice Subscriber for net balances in accordance with the reconciliation procedures set forth in Payment Terms.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to third parties any Confidential Information received from the other party (the Disclosing Party), except as necessary to perform obligations under this Agreement, to comply with legal process, or to enforce rights under this Agreement. Confidential Information includes non‑public financial, technical and business information, but does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully in the Receiving Party's possession prior to disclosure; or (iii) is developed independently without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as such status is maintained.

Representations, Warranties and Indemnification

Each party represents that it has authority to enter into this Agreement and perform its obligations hereunder. Provider warrants that the System will be installed in a good and workmanlike manner consistent with industry standards and applicable laws. Subscriber warrants the accuracy of information provided to Provider that is material to interconnection or allocation.

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from its breach, gross negligence or willful misconduct in performance of this Agreement, subject to applicable limits and available insurance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be submitted to binding arbitration pursuant to the arbitration rules chosen by the parties at that time.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and representations. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with financing of the System provided the assignee assumes Provider's obligations.

Notices

Notices shall be in writing and delivered to the address for each party set forth above or to such other address as the party may designate in writing. Notice shall be effective upon receipt.

Acknowledgment

The parties each acknowledge that they have read this Agreement, understand its terms, and have authority to bind the entity for which they sign. The undersigned further certify that the information provided in this Agreement is true and correct to the best of their knowledge.

Sign Now