Community Solar Services Agreement

COMMUNITY SOLAR SERVICES AGREEMENT

This Community Solar Services Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: a Entity type: C Corporation LLC Other, with principal place of business at (Provider), and Subscriber Name: Subscriber Address: (Subscriber). Provider and Subscriber are each a Party and together the Parties.

RECITALS

WHEREAS, Provider develops, owns, operates and maintains distributed solar generation facilities and offers subscription-based energy and bill-crediting services that allocate the electrical output and associated credits from such facilities to off-site subscribers; and

WHEREAS, Subscriber desires to receive electrical bill credits and related services from Provider through participation in Provider's community solar project identified as Project Name: located at Facility Location: ; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will allocate energy and bill credits generated by the project to Subscriber and Subscriber will pay Provider for such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Account" means Subscriber's electrical service account with the local utility identified as Utility Name: and Account Number: .

"Subscription" means the allocation of a portion of the electrical output and associated bill credits from the Project to Subscriber pursuant to the terms of this Agreement, as specified in Section 2.

2. SERVICES AND SUBSCRIPTION

2.1 Scope of Services. Provider shall allocate to Subscriber, and Subscriber shall accept, a Subscription representing Subscription Percentage: of the net electrical generation produced by the Project. Provider will use commercially reasonable efforts to deliver the Subscription as described herein and to register Subscriber with the applicable utility for bill-crediting in accordance with utility tariffs and applicable laws.

2.2 Allocation. Provider shall determine and allocate monthly generation and bill credits to Subscriber based on Provider's allocation methodology and the utility's applicable billing rules. Provider's allocation is binding on Subscriber except in the case of manifest error.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Effective Date and continue for Initial Term of years, unless earlier terminated as provided herein. Thereafter the Agreement shall automatically renew for successive Renewal Term(s) of years unless either Party gives written notice of non-renewal at least days prior to the expiration of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within 30 days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies available at law or in equity.

4. METERING, CREDITS AND BILLING

4.1 Metering and Credits. Provider will be responsible for metering the Project and obtaining from the utility the bill credits associated with the Project's generation. Provider shall apply credits to Subscriber in accordance with the utility's applicable net metering or bill-crediting tariffs. Provider makes no guarantee of a specific amount of credits in any billing period.

4.2 Billing Statement. Provider shall issue to Subscriber a monthly statement showing the amount of allocated credits, any adjustments, Subscriber’s monthly service fee, and any other charges or credits. Subscriber shall pay all amounts shown as due on Provider's statement in accordance with Section 5.

5. PAYMENT

5.1 Fees. Subscriber shall pay Provider a monthly service fee comprised of a Base Charge of and a Variable Charge equal to of the monetary value of allocated bill credits for the billing period, subject to adjustments and reconciliations as set forth herein.

5.2 Payment Terms. Payment is due within days of the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Provider may suspend credit allocation or other services for materially delinquent accounts after providing ten (10) days' written notice.

6. INTERCONNECTION, PERMITS AND TAXES

Provider shall be responsible for obtaining and maintaining permits, regulatory approvals, and interconnection agreements necessary for operation of the Project, except for any permits or approvals required specifically for Subscriber's premises. Subscriber shall be responsible for any sales, use, transfer, or personal property taxes assessed against Subscriber's interest in the Subscription.

7. REPRESENTATIONS AND WARRANTIES

7.1 Provider Representations. Provider represents and warrants that it has the authority to enter into this Agreement, to perform the services described herein, and that the Project will be owned and operated in material compliance with applicable law and industry standards.

7.2 Subscriber Representations. Subscriber represents and warrants that the information provided in this Agreement is true and complete, that Subscriber is the customer of record for the Account or has obtained any necessary consents required for allocation of credits to the Account, and that Subscriber will timely pay amounts due hereunder.

8. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, or the Indemnifying Party's negligence or willful misconduct. This indemnity shall not apply to the extent that such loss arises from the negligence or willful misconduct of the Indemnified Party.

9. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF USE, REGARDLESS OF THE THEORY OF LIABILITY. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY SUBSCRIBER TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. CONFIDENTIALITY

Each Party shall keep confidential non-public information disclosed by the other Party in connection with this Agreement and shall not disclose such information to any third party except as required by law or to its representatives who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

11. ASSIGNMENT

Subscriber shall not assign this Agreement or any right hereunder without Provider's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Provider may assign this Agreement to an affiliate or to a successor in interest in connection with a sale, financing or transfer of the Project. Any attempted assignment in violation of this Section shall be void.

12. NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided in this Section (or to such other address as a Party may designate by notice). Notices shall be deemed given upon receipt.

13. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by an authorized representative of each Party. No waiver of any term or breach shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles.

15. ENTIRE AGREEMENT

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the intended economic effect.

17. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

18. MISCELLANEOUS

If a Party's performance is delayed or prevented by events beyond its reasonable control, including acts of God, strikes, civil unrest, changes in law or regulation, or actions by a utility or regulatory authority, such Party shall be excused from performance for the duration of the force majeure event. Time for performance shall be extended by the duration of such delay.

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