Contract 2022 – Community Power Partners

Contract 2022

CPP_CPPG_Subscriber_Agreement2021_2022

 

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Community Power Partners, LLC
470 Mamaroneck Avenue, Suite 300, White Plains, NY 10605
SUMMARY OF TERMS
Upfront Cost $0
Price for Bill Credits 90% of the value of the bill credits
Term 1-year initial term, automatic 1-year renewal terms
Cancellation Fee $0
Please see below for details regarding the Subscription Rate, initial and renewal term, and other
terms.
Description of Consolidated Billing and Example:
CPP or its assigns reserve the right to delegate their obligations under Section 4 of this Subscriber
Agreement to the relevant Electric Utility in order to implement Consolidated Billing in the future,
pursuant to the New York Department of Public Service’s Order dated December 12, 2019 in Docket
No. 19-M-0463, and relevant practices and procedures under the Consolidated Billing Program.
Consolidated Billing is a form of billing where your Subscription Rate is factored into the Bill Credit
you receive on your Electric Utility bill. If CPP or its assigns implements Consolidated Billing, you
will no longer receive a Monthly Statement from CPP or its assigns. Instead, you will only receive
your regular monthly bill from the relevant Electric Utility, and each month your Subscription Rate
will be automatically applied to the Bill Credits you receive on your Electric Utility bill. Thus, your
Electric Utility Bill will reflect your net Bill Credits, a savings of 10% of the monetary value of the
Bill Credits allocated to you. For example, if your Bill Credit is worth $100 and your Subscription Rate
is 90%, your Electric Utility Bill will reflect a $10 credit. You will not be charged any fees for the
implementation of Consolidated Billing. GENERAL TERMS AND CONDITIONS
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1. PARTIES.
This Subscriber Agreement (this “Agreement”) is
entered into by and between Community Power
Partners, LLC (“CPP” or “Provider”) and you (“You”
or the “Subscriber”) (each individually, a “Party,” and
collectively, the “Parties”).
Provider: Provider (or its designee) will operate and
maintain a renewable energy facility (a “Project”),
deliver the energy generated by the Project to either
New York State Electric & Gas, National Grid, Orange
and Rockland, Central Hudson Gas & Electric,
Rochester Gas & Electric or ConEd the regulated
electric utility in your coverage area (the “Electric
Utility”), and instruct the Electric Utility to allocate a
portion of any credits (“Bill Credits”) arising under the
applicable renewable energy program (as further
defined in the State-Specific Disclosures, the
“Program”, attached hereto as Exhibit A and hereby
incorporated into this Agreement) to You.
Subscriber: You agree to pay a discounted rate each
month (the “Subscription Rate”) for Provider’s
allocation of Bill Credits to You, as described below.
2. SUBSCRIPTION RATE.
The Subscription Rate will be a ten percent (10%)
discount to the Electric Utility’s rate for Bill Credits,
calculated as ninety percent (90%) multiplied by the
Applicable Rate defined in Section 3(a)(iii).
3. PROGRAM MECHANICS.
(a) Program Mechanics. Through this Agreement,
when a Project with available capacity becomes
available to Provider, You will participate in the
Program, subject to meeting the eligibility criteria set
forth in Section 7. The Program enables You to receive
credits on Your electric bill for energy delivered by a
renewable energy facility to the Electric Utility, as
follows:
(i) In accordance with the Program,
Provider will allocate a portion of the Project’s output
(“Percentage Allocation”) to any or all account(s) with
the Electric Utility chosen by Provider that are owned
by You, eligible under the Program, and associated
with a service address (the “Service Address”) in the
Electric Utility’s service territory (any such account,
“Your Electric Utility Account”), and inform the
Electric Utility of the Percentage Allocation.
(ii) Each month, the Electric Utility will apply
any Bill Credits arising under the Program to Your
Electric Utility Account bill. The Bill Credits will be
calculated as the product of (A) the total energy generated
by the Project and delivered to the Electric Utility (in
kWh), (B) the Percentage Allocation (A and B together,
the “Monthly Allocation”), and (C) the Applicable Rate.
(iii) The “Applicable Rate” is the per kWh
monetary value of Bill Credits under the Program. For
purposes of calculating the Subscription Rate, Provider
will use the Applicable Rate (A) as stated on Your bill
from the Electric Utility or (B) as published by the
Electric Utility for the applicable period. Provider will
only use method “(B)” if the Electric Utility does not state
the Applicable Rate on Your bill or if such bill is not
available to Provider.
(b) Reporting. Provider will send You a report each
month and once each year setting forth the total amount
of Bill Credits You have received and the total amount
that You have paid to Provider. If the Electric Utility does
not state the Applicable Rate on Your bills from the
Electric Utility or if such bills are not available to
Provider, Provider will estimate the amount of Bill Credits
using the Applicable Rate as published by the Electric
Utility for the applicable period.
(c) Adjustments. You agree that Provider may (in its
sole discretion) modify the Percentage Allocation to (i)
comply with the rules governing the Program, the Electric
Utility’s tariff, rules, and requirements (collectively, the
“Tariff”), or applicable law or (ii) maximize allocations of
Bill Credits to You, subject to available Project capacity
and the requirements of the Project’s other subscribers.
You further agree that Provider may allocate any excess
Bill Credits accumulated by the Project (“Excess Bill
Credits”) to You, subject to the rules governing the
Program, the Tariff, and applicable law. You shall pay for
Excess Bill Credits at the Subscription Rate (or such other
rate required under the Program rules, the Tariff, or
applicable law), as set forth in the applicable invoice.

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4. INVOICING AND PAYMENT.
(a) Invoicing. Provider will send You an invoice each
month after the Service Term Start Date. Invoices will
reflect (i) any amounts owed by You to Provider for its
allocation of Bill Credits to You, calculated as the
Monthly Allocation multiplied by the Subscription
Rate. The invoice due date will be no less than ten (10)
days after the invoice has been sent.
(b) Payment Method. You may pay the amount due
by authorizing an automatic payment from Your
checking account or credit card, or by check. If You
authorize payment via credit card, you will be charged
a 3% processing fee to cover credit card transaction
fees.
(c) Late Charges and Other Fees. Provider may
assess the following charges or fees: (i) an insufficient
funds fee of $25 (or such lower amount as required by
law) for any attempted withdrawal from Your
checking account or credit card that is refused by Your
bank or credit card company; and (ii) any amount
owed by You under this Agreement that is not paid
within twenty (20) days of the due date set forth on the
applicable invoice will accrue interest annually at
eight percent (8%) (or the maximum rate permitted
under applicable law, if less). If You authorize an
automatic payment method pursuant to Section 4(b),
You agree that the fees described in this Section 4 may
be assessed automatically via electronic fund transfer
from Your designated account when Provider
processes the next automatic payment of a monthly or
final invoice.
(d) Consolidated Billing.
(i) As an alternative to monthly invoicing as
provided in Sections 4(a)-(c), Provider or its assigns
may delegate its responsibilities under this Section of
the Subscriber Agreement to the appropriate Electric
Utility in order to utilize Consolidated Billing to
recover amounts owed by You to Provider. The initial
method of payment as of the Effective Date will be set
forth in Exhibit B – Disclosure Schedule.
(ii) For agreements utilizing monthly
invoicing as of the Effective Date, Provider or its
assigns reserves the right, in its sole discretion, to
implement Consolidated Billing at any point during
the Term pursuant to the New York State Public
Service Commission’s December 12, 2019 Order in
Case 19-M-0463, including any future program
modifications or changes thereto. Provider or its
assigns will notify You on the monthly report (See
Section 3.b) if Consolidated Billing is implemented.
Consolidated Billing will go into effect without the
need for an amendment to this Agreement. In the
event that Provider or its assigns elects to implement
Consolidated Billing under this subsection 5(d),
Subscriber will no longer receive an invoice from
Provider or its assigns, and instead the difference
between the positive monetary value of Subscriber’s
Bill Credits and the Subscription Rate will be reflected in
Subscriber’s Electric Utility bill. An example of
Consolidated Billing is described on the Cover Page of
this Agreement.
5. EFFECTIVE DATE; TERM; RENEWAL
(a) Effective Date. This Agreement becomes effective
on the date that it is signed or electronically agreed to by
You (the “Effective Date”).
(b) Service Term. The initial service term shall
commence on the first day of the first month for which the
Electric Utility has applied a Bill Credit to Your Electric
Utility Account (the “Service Term Start Date”). The
initial service term shall expire on the first (1st)
anniversary of the Service Term Start Date (the “Initial
Service Term” and together with any Renewal Term, the
“Service Term”).
(c) Renewal. This Agreement shall automatically renew,
and the Service Term shall be automatically extended, for
one (1) year terms (each, a “Renewal Term”) until the
earlier of (i) a termination by You or Provider in writing
to the other Party at least sixty (60) days in advance of the
last day of the Service Term and (ii) the thirtieth (30th)
anniversary of the Service Term Start Date.
6. TAXES.
(a) Federal Tax Matters. Subscriber and Provider agree
that (i) the purchase and sale of the services described in
this Agreement (the “Services”) shall be treated as a
service contract pursuant to Internal Revenue Code
Section 7701(e) and (ii) the transactions contemplated by
this Agreement shall not grant Subscriber with any right,
title, interest, benefit, burden, or option that would result
in this Agreement being treated as other than a service
contract under Internal Revenue Code Section 7701(e).
(b) State Tax Matters. Subscriber agrees that it shall be
responsible for all sales, use, or other similar taxes
imposed upon the purchase and sale of the Services (and
any other transaction contemplated by this Agreement) by
any governmental authority having jurisdiction over
Subscriber, the Project, or Provider if any.
SERVICE TERM REQUIREMENTS;
ELIGIBILITY; CUSTOMER AUTHORIZATIONS.
(a) Service Term Requirements. The obligation of
Provider to allocate a Percentage Allocation from a
Project to You, and initiate the Service Term is subject to
the satisfaction of the following conditions, and Provider
may terminate this Agreement if any of the following
conditions are not satisfied:
(i) Subscriber meets the Program criteria (the
“Eligibility Criteria”) set forth in Subscriber’s StateSpecific Disclosures and any other criteria under the
Program or applicable law.
(ii) A Project becomes available to Provider and
such Project is commercially viable, as determined by
Provider in its sole discretion, including through
evaluation and confirmation of the development of the
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Project, the availability of anticipated incentives,
rebates, tax credits or deductions, or other benefits, and
any changes to the Program or applicable law;
(iii) The representations made by You in
Section 9(b) are true and complete;
(iv) This Agreement has been approved by
Provider’s financing partners; and
(v) Subscriber meets Provider’s credit criteria,
as determined by Provider in its sole discretion.
(b) Creditworthiness. In connection with the
foregoing, You authorize Provider to perform a credit
check and to share Your credit information with
Provider’s third-party financing partners to determine
Your satisfaction of applicable credit criteria.
(c) Subscriber Utility Account Authorizations. In
connection with the Services, You agree to provide to
Provider Your Electric Utility account number and to
authorize Provider to obtain Your Electric Utility
Account number, historical electricity consumption
data, current and historical electricity rate data, lowincome program eligibility (if applicable), and other
energy- related data (the “Utility Data”) from the
Electric Utility. This authorization shall be valid from
the Effective Date, through the Service Term and for a
reasonable period thereafter, not to exceed six (6)
months, for purposes of carrying out the transactions
contemplated by this Agreement. You agree to update
this information upon request if Your electricity usage
changes.
(d) Use of Subscriber’s Data. You authorize
Provider to provide the Electric Utility with the
following information: Your name, Your Electric
Utility Account, Your mailing address, the Service
Address, and Your Percentage Allocation (together
with the Utility Data, collectively “Subscriber’s
Data”). You also authorize Provider to use these data
and other data collected to make other business offers
to You, subject to the requirements of applicable law.
8. PROJECT OWNERSHIP AND ATTRIBUTES.
(a) Project Ownership. You understand and agree
that this Agreement is for the Services and is not a
contract to sell or lease the Project to You or a contract
to sell energy to You. Provider (or its designee) owns the
Project and the energy produced by it for all purposes.
(b) Project Attributes. You understand and agree
that, subject to the requirements of the Program and
applicable law, all credits (including tax credits,
emission reduction credits, renewable energy credits,
and carbon offset credits, but excluding any Bill
Credits allocated to You), benefits, incentives,
attributes, and rebates, howsoever entitled, derived, or
attributable from or to the Project, whether existing
now or in the future (the “Project Attributes”), are the
property of and for the benefit of Provider (or its
designee), usable and transferable at its sole discretion.
You agree to reasonably cooperate with Provider (or its
designee) so that it may claim the Project Attributes. You
agree to assign and transfer to Provider (or its designee)
any and all Project Attributes in which You acquire an
ownership interest. You agree to refrain from entering
into any agreement that would entitle You or a third party
to claim the Project Attributes.
(c) Renewable Energy Claims. In accordance with
Section 8(b), You understand that You are not purchasing
renewable energy directly and therefore have no claim to
any renewable energy credits (“Renewable Energy
Credits”) that may be generated under the Program. The
Renewable Energy Credits shall be owned by Provider
unless transferred by Provider to another third party, or
unless ownership of the Renewable Energy Credits
accrues to a third party pursuant to applicable law.
9. REPRESENTATIONS, WARRANTIES, AND
COVENANTS.
(a) Provider. Provider agrees to protect Subscriber’s
Data and, except as may be required by this Agreement,
applicable law, court order, or with Subscriber’s consent,
Provider will not publicly disclose Subscriber’s Data, energy
usage data, or billing information, unless such disclosures are
made to Provider’s affiliates, financiers, lawyers,
accountants, or agents and only to the extent reasonably
required to facilitate service to Subscriber.
(b) Subscriber. Subscriber represents, warrants, and
covenants to Provider:
(i) Subscriber is at least 18 years of age;
(ii) Subscriber is authorized to execute this
Agreement, obtain the Services, disclose the Account
Credentials and the Utility Data, and participate in the
Program on behalf of each owner of each of Your Electric
Utility Accounts;
(iii) Subscriber, to the best of its knowledge, meets
the Eligibility Criteria and agrees to not take any actions
that would cause Subscriber to no longer meet the
Subscriber Eligibility Criteria;
(iv) Subscriber agrees to not enter into an
agreement with any other provider to receive services
under the Program;
(v) Subscriber understands and agrees it is
acquiring the Percentage Allocation and Bill Credits for
its own account and it will not assign, convey, transfer,
resell, or otherwise distribute the Percentage Allocation
or Bill Credits to another person or entity, except as
provided in Section 11;
(vi) Subscriber is entering into this Agreement
solely to receive Bill Credits as an energy-related
commodity for personal consumption, not for investment
or speculation, not with a profit expectation, and not with
a view to the resale of any benefits under this Agreement;
(vii) Subscriber is aware that it does not have an
interest in the profits or losses of the Project and will not
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otherwise be entitled to any profit related to the Project
or by entering into this Agreement;
(viii) Subscriber acknowledges that this
Agreement has not been registered under federal
securities laws or registered or qualified under the
securities laws of any state, based in part upon Your
representations in this Agreement (provided, that no
representation is made or implied by Provider as to the
applicability or inapplicability of such securities laws);
(ix) Subscriber acknowledges and agrees that
this Agreement and the Percentage Allocation are not
intended to be treated as securities under federal law,
applicable state laws, or the Securities Act of 1933;
and
(x) Subscriber acknowledges and agrees it
will promptly notify Provider of any changes in
Subscriber’s Data.
10. TERMINATION. In addition to the cancellation right
described in Section 14(l), this Agreement may be
terminated by You at no cost at any time so long as
You provide Provider with sixty (60) days’ advance
notice, subject to Your payment for any Bill Credits
that You receive from the Electric Utility and any fees
described in Section 4(b) and 4(c) before Your
termination is processed.
11. TRANSFER; ASSIGNMENT. No Party may assign
or transfer this Agreement without the consent of the
other Party, except that Provider may directly or
collaterally assign this Agreement, whether in whole
or in part, and without Your consent or notice to You,
to an affiliate, to any financing party, or to any entity
that has agreed in writing to recognize Subscriber’s
rights and perform Provider’s obligations under this
Agreement. In connection with any such assignment
by Provider, you agree to provide a written
confirmation of Your obligations under this
Agreement if reasonably requested by Provider or its
assignee. Notwithstanding anything to the contrary in
this Agreement, Provider may delegate or subcontract
its obligations under this Agreement, in whole or in
part, without Your consent or notice to You.
12. DEFAULT.
(a) Events of Default. The following shall constitute
an “Event of Default”: (i) a Party fails to make any
payment due under this Agreement and such failure
continues for a period of thirty (30) days; (ii) a Party
breaches, fails to perform, or fails to comply with any
representation, warranty, obligation, covenant or
agreement described in this Agreement and such
failure continues for a period of thirty (30) days after
written notice thereof; (iii) a Party has provided false
or misleading financial or other information to enter
into this Agreement; or (iv) Subscriber makes an
assignment for the benefit of creditors, admits in
writing its insolvency, or is subject to a petition for
dissolution or reorganization, voluntary or involuntary,
under the U.S. Bankruptcy Code.
(b) Remedies. Upon the occurrence of an Event of
Default in which the Subscriber is the defaulting Party,
Provider may take any rights and/or remedies available to
it at law or in equity, including ending Your participation
in the Program. Upon the occurrence of an Event of
Default in which Provider is the defaulting Party,
Subscriber may terminate this Agreement and neither
Party will have any further obligation hereunder. In the
case of an Event of Default in which Provider is the
defaulting Party, Subscriber’s termination right pursuant
to the preceding sentence is the exclusive remedy for such
an Event of Default. Except as described in the preceding
sentence, all rights, powers, and remedies provided under
this Agreement are cumulative and not exclusive of any
rights, powers, or remedies provided by applicable law.
13. FORCE MAJEURE, LIMITATIONS OF
LIABILITY, INDEMNIFICATION & DISPUTE
RESOLUTION.
(a) Force Majeure. If by reason of Force Majeure, Provider
is unable to carry out, either in whole or in part, any of its
obligations described in this Agreement, Provider shall be
excused from whatever performance is affected by the Force
Majeure event during the continuation of such inability,
provided that, within a reasonable time after the
occurrence of the Force Majeure event, Provider gives
Subscriber notice describing the particulars of the
occurrence and the anticipated period of delay, and uses
reasonable efforts to remedy the cause(s) preventing it
from carrying out its obligations. “Force Majeure” means
any event, condition, or circumstance beyond the
reasonable control of the affected Party, and may include,
without limitation, an act of god, war (declared or
undeclared), sabotage, cyberattack, riot, insurrection, civil
unrest, military or guerilla action, terrorism, economic
sanction or embargo, civil strike, work stoppage, slowdown, or lock-out, explosion, fire, earthquake, volcanic
activity, abnormal weather condition or actions of the
elements, hurricane, flood, lightning, wind, drought, the
binding order of any governmental authority, the failure
to act on the part of any governmental authority,
unavailability of power from the utility grid, power or
voltage surge including a grid supply voltage outside of
the standard range specified by the Electric Utility, or
failure of equipment not utilized by or under the control
of the affected Party.
(b) Limitation of Liability. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NO PARTY SHALL
BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
WHETHER ARISING IN CONTRACT, TORT, UNDER
STATUTE, OR IN EQUITY, AND EACH PARTY
HEREBY WAIVES ITS RIGHTS TO ANY SUCH
DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, AND EXCEPT IN THE CASE
OF FRAUD, WILLFUL MISCONDUCT, GROSS
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NEGLIENCE, OR BODILY INJURY, PROVIDER’S
LIABILITY ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT MAY
NOT EXCEED THE PRODUCT OF (I) TWELVE
(12) AND (II) SUBSCRIBER’S AVERAGE
MONTHLY PAYMENT FOR THE MONTHLY
ALLOCATION OVER THE SERVICE TERM.
(c) Indemnification. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, EACH PARTY
AGREES TO INDEMNIFY, PROTECT DEFEND,
AND HOLD HARMLESS THE OTHER PARTY
AND ITS SUCCESSORS AND ASSIGNS, AND ITS
EMPLOYEES, PARTNERS, MEMBERS,
OFFICERS, DIRECTORS, AND AGENTS (IF
ANY), FROM ANY AND ALL DAMAGES,
LOSSES, CLAIMS, COSTS, EXPENSES
(INCLUDING REASONABLE ATTORNEYS’
FEES) OR ANY LIABILITY RESULTING FROM
ANY ACTION OR SUIT BY ANY THIRD PARTY,
OF ANY KIND RESULTING FROM THE OTHER
PARTY’S FAILURE TO COMPLY WITH ANY OF
THE TERMS OR CONDITIONS OF THIS
AGREEMENT.
(d) No Warranty. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, PROVIDER MAKES NO
WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, REGARDING THE
SERVICES, THE PROJECT, OR ANY
OBLIGATION OF PROVIDER HEREUNDER. TO
THE MAXIMUM EXTENT PERMITTED BY LAW,
PROVIDER DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE. WITHOUT
LIMITING THE GENERALITY OF THE
FOREGOING, AND PROVIDER DOES NOT
WARRANT OR GUARANTEE ANY SAVINGS,
THE AMOUNT OF ENERGY PRODUCED BY THE
PROJECT, THE PERCENTAGE ALLOCATION,
OR THE AVAILABILITY OR VALUE OF BILL
CREDITS.
(e) No Guarantee. Provider does not make any
guarantee, and Subscriber acknowledges that Provider
does not make any guarantee, regarding the availability
of a Program, the availability of a Project, the manner
in which Bill Credits are calculated, the monetary
value of Bill Credits, or any other element of Your bill
from the Electric Utility, each of which are determined
by the Electric Utility and governmental authorities
pursuant to the Tariff, the Program, and applicable law
and not by Provider. Provider additionally does not
make any guarantee, and Subscriber acknowledges that
Provider does not make any guarantee, regarding (x)
the amount of energy that the Project will deliver to the
Electric Utility or (y) the realization of any savings by
You as a result of entering into this Agreement. You
agree that Your Percentage Allocation may be applied
against and served by any Project that (i) qualifies
under the Program and (ii) from which Your Electric
Utility Account is eligible to receive Bill Credits, as
selected by Provider in its sole discretion. Provider does
not make any guarantee, and Subscriber acknowledges
that Provider does not make any guarantee, regarding the
specific Project that will be used in providing You with
the Services.
(f) Waiver. Any delay or failure of a Party to enforce
any of the provisions of this Agreement, or to require
performance by the other Party of any of the provisions of
this Agreement shall not be construed to be a waiver of
such provisions or a Party’s right to enforce that provision.
(g) Severability. If any portion of this Agreement is
determined to be invalid or unenforceable in any respect
under applicable law, the remainder of this Agreement
shall not be affected thereby, and each term, covenant, or
condition of the Agreement will be valid and enforceable
to the fullest extent permitted by applicable law, unless
such invalidity or unenforceability frustrates or negates an
essential purpose of this Agreement.
(h) Dispute Resolution. In the event of a dispute,
disagreement, or claim between Subscriber and Provider
arising out of or in connection with this Agreement, the
Parties shall first use their best efforts to resolve the
dispute, disagreement, or claim amicably and in good
faith, in which case Subscriber agrees to contact Provider
by telephone at 800-285-0193 or in writing by sending an
email to info@communitypowerpartners.com. Provider
agrees to maintain a process and procedure to resolve
Subscriber inquiries in compliance with the requirements
of the Program. Additional dispute resolution terms, if
any, shall be set forth in Your State- Specific Disclosures.
(i) Waiver of Jury Trial; No Class Action. EACH OF
THE PARTIES, BY ENTERING INTO THIS
AGREEMENT, HEREBY WAIVES THE RIGHT TO A
JURY TRIAL. IN ADDITION, EACH PARTY AGREES
THAT IT MAY ONLY BRING CLAIMS AGAINST
THE OTHER PARTY IN ITS INDIVIDUAL
CAPACITY AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING.
14. MISCELLANEOUS.
(a) State-Specific Disclosures. Certain state- specific
terms and definitions are set forth in the exhibit attached
hereto as Exhibit A (“State-Specific Disclosures”).
(b) Notices. All notices and other formal
communications which any Party may give to another
under or in connection with this Agreement shall be in
writing and shall be deemed delivered upon receipt
thereof.
(c) Entire Agreement. This Agreement contains the
entire agreement between the Parties with respect to the
subject matter hereof and supersedes all other
understandings or agreements between the Parties relating
to the subject matter hereof. This Agreement includes any
exhibit attached hereto.
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(d) Amendments. This Agreement may only be
amended in a writing signed (or electronically agreed
to) by both Parties.
(e) Binding Effect. This Agreement is binding upon
the Parties and their successors and permitted assigns.
(f) Survival. The provisions of Sections 4, 6, 8, 10,
12(b), 13, and 14 of this Agreement shall survive the
expiration or earlier termination of this Agreement.
(g) Governing Law. The Agreement is made in the
state of Your Service Address and will be governed by
the laws of the state of Your Service Address, without
regard to principles of conflicts of law, together with
any applicable federal law. The Parties agree that any
dispute, disagreement, or claim that cannot be resolved
pursuant to Section 13(h) shall be resolved by a court
of competent jurisdiction in the county of Your
Service Address, and Subscriber agrees to submit to
the personal jurisdiction of the state of your Service
Address and the state courts located in such county for
the purposes of litigating all such disputes,
disagreements, and claims.
(h) Counterparts; Electronic Approval. This
Agreement may be executed and delivered in identical
counterparts by exchange of electronic copies showing
the signatures of the Parties. Each Party intends and
agrees that, alternatively, this Agreement may be
agreed to by affirmation through electronic signature,
electronic checkbox, or similar authentication, and that
any such electronic authentication shall be deemed a
binding acceptance of this Agreement having the same
force and effect as a manual signature.
(i) Privacy Policy. Please read Provider’s Privacy
Policy at:
(http://communitypowerpartners.com/privacypolicy/) carefully for information relating to our
collection, use, storage, and disclosure of Your
personal information. Provider’s Privacy Policy is
hereby incorporated by this reference into, and made a
part of, this Agreement.
(j) Other State Specific Terms. You agree to be
bound by the state-specific terms, if any, contained in
Your State-Specific Disclosures.
(k) State-Specific Disclosure Form. The applicable
disclosure form attached hereto as Exhibit B describes
certain key terms of this Agreement and must be
provided to You by law. You shall review and
acknowledge (with Your signature) this disclosure
form and any updated disclosure form that Provider
provides upon additional Project information
becoming available.
(l) Cancellation Right; Notice to Subscriber. You
may cancel this Agreement with no charge or penalty
within three (3) business days after You receive a copy
of this Agreement. By entering into this Agreement,
Subscriber acknowledges that Subscriber has read and
understands this Agreement in its entirety.
[Remainder of page intentionally left blank —
signatures appear on the following page] 8
IN WITNESS WHEREOF, the Parties have read this Agreement and the Exhibits incorporated herein in their entirety and received complete copies of those documents and have caused this Agreement to be executed and delivered by their respective duly authorized officer or person as of latest date written below.
Customer
Customer Name (please print):
Customer Signature:
Date:
Community Power Partners, LLC
Scott Sabbagh, Managing Member
Signature:
Scott Sabbagh
Date:
[Signature page] 9
Exhibit A
STATE-SPECIFIC DISCLOSURES
NEW YORK
(a) Program: Community distributed generation (CDG) program established by the State of New York.
(b) Eligibility Criteria. Subscriber meets the following Program criteria: (A) Your Electric Utility Account is owned by
You and is associated with the Service Address; (B) the Service Address is serviced by the same Utility as the Project;
(C) the sum of the actual or anticipated kWhs of energy associated with Subscriber’s Percentage Allocation for Your
Electric Utility Account shall amount to at least one thousand (1,000) kWhs annually; (D) the sum of the actual or
anticipated kWhs of energy associated with Subscriber’s Percentage Allocation for Your Electric Utility Account shall
not exceed the Subscriber’s historic annual kWh usage for such account (or forecasted usage if annual historic data is not
available); and (E) neither Subscriber nor Your Electric Utility Account is a net metered customer-generator, a remote net
metered host or satellite account, a community distributed generation host or satellite account (other than as contemplated
by this Agreement), or taking standby service under the applicable tariff of the Electric Utility.
(c) Dispute Resolution. A dispute, disagreement, or claim may be submitted by either Party at any time to the New
York State Department of Public Service by visiting their website at www.dps.ny.gov.
(d) Other State Specific Terms. This Agreement and Provider’s provision of the Services are subject to the Home Energy
Fair Practices Act (“HEFPA”) (a summary of which can be found at http://www.dps.ny.gov/) and the Uniform Business
Practices for Distributed Energy Resources Suppliers (a summary of which can be found at https://www.nyserda.ny.gov),
which provide You with certain rights and protections relating to late charges, disputes, and other matters. See 16 N.Y.
Codes, Rules, Regs. § 11.1 through § 11.22 for additional details regarding Your rights under HEFPA. The disclosure
form attached hereto as Exhibit B describes certain key terms of this Agreement and must be provided to You by law.
10
Exhibit B
COMMUNITY DISTRIBUTED GENERATION DISCLOSURE FORM
[This form will be completed by provider after customer provides all necessary registration information.] Community Power Partners, LLC
470 Mamaroneck Ave, Suite 300
White Plains, NY 10605 Email: info@communitypowerpartners.com
Web: www.communitypowerpartners.com
Customer
Information,
Distribution
Utility
Customer Name:

Service Address:

Mailing Address (if different):

Email Address:

Telephone Number:
Distribution Company (“Electric Utility”): New York State Electric &
Gas
Overview This document describes key terms of your (“Customer” or “You” or “Your”)
Community Distributed Generation Contract (“Contract”) for a community solar
project (“Solar Project”) with Community Power Partners, LLC (“Provider” or “Us”
or “We”) pursuant to which you will receive solar bill credits (“Bill Credits”) to offset
applicable charges on Your electric utility (“Electric Utility”) bill. In the event that the
terms in this statement conflict with terms appearing elsewhere in Your Contract, the
terms in this statement are controlling. Read this document and the Contract carefully so
that You fully understand the terms.
Price, Fees,
and Charges
Should your Electric Utility implement consolidated billing, each month, you will receive
credits on your Electric Utility bill based on the electricity generated by the project. Your
subscription fee will be automatically taken from the credits you receive on your utility bill.
You will not be charged any other fees.
Price: The subscription rate is a ten percent (10%) discount to the electric utility’s rate for
Bill Credits, calculated as ninety percent (90%) multiplied by the applicable rate
established by Your electric utility. In addition to the price for Bill Credits the following
fees may apply:
Late Payment Fee: Overdue amounts will accrue interest at the rate of 8% per year
(or such lower amount as required by law).
Insufficient Funds Fee: $25; Credit Card transaction fee: 3% of total charge.
11
Project
Location and
Customer
Allocation
Solar Project location: __________, New York
Approximate Commercial Operation Date: ____ __, 2020
Estimated size of Solar Project in kilowatts DC (kWdc): _____kWdc
Portion of the Solar Project production allocated to you: [] %, or [] kWdc (Your
“Percentage Allocation”)
We may modify Your Percentage Allocation in accordance with the Community
Distributed Generation Program; Your Utility’s tariff, rules, and requirements or
applicable law to maximize allocations of Bill Credits to You. If You are not assigned to a
solar project at the time You are provided this disclosure form, You will receive notice by
email confirming the solar project location, anticipated operation date and Your
Allocation. You agree that Your Allocation may be served by any solar project that
qualifies under the Program as selected by Us in Our sole discretion.
Length of
Agreement
and Renewal
The initial service term of your Contract is one (1) year. The Contract will
automatically renew for subsequent one (1) year periods for up to twenty-nine
(29) additional years following the end of the initial service term, unless
cancelled pursuant to the terms in the Contract.
12
Early
Termination
In order to unsubscribe from or terminate the Contract during the Contract term, You
must submit written notice to Provider sixty (60) days before the desired termination date.
If you provide such notice of termination prior to the end of the initial service term or the
prior to the end of any renewal term You will owe Us for any Bill Credits generated by
the solar project prior to termination that are allocated to You, and for any past due
balance and applicable late fees. There is no fee for any early termination of the Contract.
In order to decline automatic renewal of the Agreement, You must submit written notice
to Provider sixty (60) days prior to the Contract renewal date.
Estimated
Benefits
Estimated solar project production: the estimated annual electricity generation in
kilowatt- hours (kWh) to be allocated to You for the initial service term of Your
Contract is [] kWh. Electricity generation will be provided to You in the form of
monetary Bill Credits on Your Electric Utility bill.
Estimated Benefits Example: If over the first year of Your Contract, the total estimated
value of Solar Bill Credits is $1,133, Your estimated total electric bill payment to Us
is $1,020. The estimated benefits illustrate how You save approximately $113 over the
course of the year, or 10% of the value of the Solar Bill Credits
Guarantees This Contract does not guarantee savings, does not guarantee a minimum level of
system performance, production of energy or production of Bill Credits, makes no
guarantee regarding the specific solar project that generates Bill Credits for You, and
there is no guarantee that Bill Credits will equal the Estimated Benefits.
Should your Electric Utility implement consolidated billing, you are guaranteed to save
money on your Electric Utility Bill equal to 10% of the Bill Credits you receive.
Data Sharing
and Privacy
Policy
You agree to permit Us to request data from Your Utility regarding information about
Your account, historical electricity usage and other related information. Our privacy
policy for how information related to Your service will be protected and under what
circumstances it will be shared is provided in the Contract and can be viewed on our
website at http://communitypowerpartners.com/privacy-policy/.
Right to
Cancel
Without
Penalty
You have the right to terminate the Contract without penalty within three business days
after signing the Contract by notifying Us at: 800-285-0193 or
info@communitypowerpartners.com, or by mail to the address at the top of this form.
Customer Rights If You have inquiries or complaints that the Provider is unable to resolve, You have the
right to call the Department of Public Service Helpline at 1-800-342-3377. You may file
a complaint on the Helpline or by following the instructions at
http://www.dps.ny.gov/complaints.html.
Preparer
Name and
Contact
Information
Sales Representative: _______________; Phone: 800-285-0193; Email:
info@communitypowerpartners.com
Name and Title of Authorized Company
Representative: Scott Sabbagh, Managing Member
Signature of Authorized Company Representative: Date:
Scott Sabbagh
Name of Customer:
Signature of Customer: Date:
13
Exhibit C
NOTICE OF CANCELLATION
Notice of Cancellation
Date of Transaction: (this is the date You signed the Contract).
You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS
DAYS from the above date. If You cancel, any property traded in, any payments made by You under the Contract or sale and any negotiable instrument executed by You will be returned within TEN DAYS
following receipt by Community Power Partners, LLC (“Provider”) of Your cancellation notice.
If You cancel, You must make available to Provider at Your residence, in substantially as good condition as when received, any goods delivered to You under the Contract or sale, or You may, if You wish,
comply with the instructions of Provider regarding the return shipment of the goods at Provider’s expense and risk.
If You make the goods available to Provider and Provider does not pick them up within 20 days of the
date of Your notice of cancellation, You may retain or dispose of the goods without any further
obligation. If You fail to make the goods available to Provider, or if You agree to return the goods to
Provider and fail to do so, then You remain liable for performance of all obligations under the Contract.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, to Community Power Partners, LLC at 470 Mamaroneck Ave, Suite 300
White Plains, NY 10605 no later than THREE BUSINESS DAYS from the date You signed the Contract. I, HEREBY CANCEL THIS TRANSACTION on 20 . Owner’s Signature:
Co-Owner’s Signature:
14
A. Important Instructions
Exhibit D
ACH Recurring Payment Authorization Form
1. This form is required to authorize the Community Power Partners, LLC and/or its Affiliates, successors and/or
assigns (hereinafter referred to as the “Company”) to:
• Establish a Designated Payment Account for payment of recurring monthly VDER Credit Payments.
• Change the banking or financial institution information on an existing Designated Payment Account.
2. Thoroughly read the Terms and Conditions in Section B before completing this form. The Terms and
Conditions in Section B are a part of this form and incorporated into this form. Contact your financial services
representative with any questions.
3. Retain a copy of this form and keep it with the Agreement.
4. In order to ensure timely and accurate processing, please include a voided check when submitting the form.
If a voided check is not attached, please ensure any written information is legible and all sections are
completed.
5. Below is an example of a voided check highlighting the location of the routing/transit number and bank account
number:
Signature Section. By signing below, the account holder(s) acknowledge(s) that they have received, read
and agree to the incorporated “Terms and Conditions” on Page 2 of this form and confirm(s) the accuracy
of the information provided above on this form.
Signature of Account Holder Date Signature of Additional Account Holder Date
Customer Email Address: _
Routing Number: Account Number:
Your Name: Bank Name:
Your Designated Payment Account Information
1
ACH Recurring Payment Authorization Form
(Continued)
B. Terms and Condition
1. By completing this form, you are authorizing the Company to debit the account provided on this form (which
may be referred to as a Designated Payment Account) to pay recurring Monthly Payments and other amounts
due under the Agreement.
2. The authorization provided by this form will remain in effect until the Company receives notification of its
termination from the account holder. The account holder may terminate this authorization by calling or writing
to the Company. The account holder acknowledges and agrees that the Agreement requires payment by ACH
and that the failure to make payments due under that agreement as therein required may result in termination
of the Agreement and in additional amounts to be due the Company, including without limitation payment for
VDER Credits allocated to the Customer following the termination of the Agreement. Your termination of your
authorization under this form does not modify your responsibilities under the Agreement.
3. Notification of changes to an existing Designated Payment Account must be received at least 10
business days prior to the next draft date to be in effect as of that draft date.
4. Recurring VDER Credit Payments shall be drafted monthly, and the Company shall not be required to give
notice of the amount or date due. Depending upon the timing of payments made by you, the Company may
need to draft more than one month’s VDER Credit Payment (including past due amounts) in order to bring
the payments due to a current status.
5. If sufficient funds are not available on your scheduled draft date, the Company will attempt to draft again
one to five days later. If sufficient funds are still not available:
• For Monthly Payments which are due but not paid on time, the Company will attempt to draft both the
missed payment and an additional $25.00 late fee approximately 10 days after the Company learns
of the nonpayment.
• You agree to forego receiving notice of any adjustment from the recurring draft amount caused
by missed or late payments.
6. No payments due the Company will be considered “paid” until the Company actually receives the funds in full.
7. The Company shall incur no liability as a result of a withdrawal being dishonored by your bank.
8. If you provide us with an email address on this form, we will attempt to send an email notice to that email on
or before the tenth (10th) day of the month in which a payment is due, listing: the Calculated VDER Credit
amount, the payment due under the Agreement, amount of the ACH draft, the anticipated draft date and your
bank information.
For any questions or other matters regarding this form or the Company’s processing of ACH withdrawals in connection herewith, please feel free to contact:
Community Power Partners, LLC
Attn: Scott Sabbagh
Tel No.: 800-285-0193
email: info@communitypowerpartners.com
2
CPP Genie Community Solar, LLC
470 Mamaroneck Avenue, Suite 300, White Plains, NY 10605
SUMMARY OF TERMS
Upfront Cost $0
Price for Bill Credits 90% of the value of the bill credits
Term 1-year initial term, automatic 1-year renewal terms
Cancellation Fee $0
Please see below for details regarding the Subscription Rate, initial and renewal term, and other
terms.
Description of Consolidated Billing and Example:
CPP Genie Community Solar (“Genie”) or its assigns reserve the right to delegate their obligations
under Section 4 of this Subscriber Agreement to the relevant Electric Utility in order to implement
Consolidated Billing in the future, pursuant to the New York Department of Public Service’s Order
dated December 12, 2019 in Docket No. 19-M-0463, and relevant practices and procedures under the
Consolidated Billing Program.
Consolidated Billing is a form of billing where your Subscription Rate is factored into the Bill Credit
you receive on your Electric Utility bill. If Genie or its assigns implements Consolidated Billing, you
will no longer receive a Monthly Statement from Genie or its assigns. Instead, you will only receive
your regular monthly bill from the relevant Electric Utility, and each month your Subscription Rate
will be automatically applied to the Bill Credits you receive on your Electric Utility bill. Thus, your
Electric Utility Bill will reflect your net Bill Credits, a savings of 10% of the monetary value of the
Bill Credits allocated to you. For example, if your Bill Credit is worth $100 and your Subscription Rate
is 90%, your Electric Utility Bill will reflect a $10 credit. You will not be charged any fees for the
implementation of Consolidated Billing. GENERAL TERMS AND CONDITIONS
3
15. PARTIES.
This Subscriber Agreement (this “Agreement”) is
entered into by and between CPP Genie Community
Solar, LLC (“Genie” or “Provider”) and you (“You” or
the “Subscriber”) (each individually, a “Party,” and
collectively, the “Parties”).
Provider: Provider (or its designee) will operate and
maintain a renewable energy facility (a “Project”),
deliver the energy generated by the Project to either
New York State Electric & Gas, National Grid, Orange
and Rockland, Central Hudson Gas & Electric,
Rochester Gas & Electric or ConEd the regulated
electric utility in your coverage area (the “Electric
Utility”), and instruct the Electric Utility to allocate a
portion of any credits (“Bill Credits”) arising under the
applicable renewable energy program (as further
defined in the State-Specific Disclosures, the
“Program”, attached hereto as Exhibit A and hereby
incorporated into this Agreement) to You.
Subscriber: You agree to pay a discounted rate each
month (the “Subscription Rate”) for Provider’s
allocation of Bill Credits to You, as described below.
16. SUBSCRIPTION RATE.
The Subscription Rate will be a ten percent (10%)
discount to the Electric Utility’s rate for Bill Credits,
calculated as ninety percent (90%) multiplied by the
Applicable Rate defined in Section 3(a)(iii).
17. PROGRAM MECHANICS.
(a) Program Mechanics. Through this Agreement,
when a Project with available capacity becomes
available to Provider, You will participate in the
Program, subject to meeting the eligibility criteria set
forth in Section 7. The Program enables You to receive
credits on Your electric bill for energy delivered by a
renewable energy facility to the Electric Utility, as
follows:
(i) In accordance with the Program,
Provider will allocate a portion of the Project’s output
(“Percentage Allocation”) to any or all account(s) with
the Electric Utility chosen by Provider that are owned
by You, eligible under the Program, and associated
with a service address (the “Service Address”) in the
Electric Utility’s service territory (any such account,
“Your Electric Utility Account”), and inform the
Electric Utility of the Percentage Allocation.
(ii) Each month, the Electric Utility will apply
any Bill Credits arising under the Program to Your
Electric Utility Account bill. The Bill Credits will be
calculated as the product of (A) the total energy generated
by the Project and delivered to the Electric Utility (in
kWh), (B) the Percentage Allocation (A and B together,
the “Monthly Allocation”), and (C) the Applicable Rate.
(iii) The “Applicable Rate” is the per kWh
monetary value of Bill Credits under the Program. For
purposes of calculating the Subscription Rate, Provider
will use the Applicable Rate (A) as stated on Your bill
from the Electric Utility or (B) as published by the
Electric Utility for the applicable period. Provider will
only use method “(B)” if the Electric Utility does not state
the Applicable Rate on Your bill or if such bill is not
available to Provider.
(b) Reporting. Provider will send You a report each
month and once each year setting forth the total amount
of Bill Credits You have received and the total amount
that You have paid to Provider. If the Electric Utility does
not state the Applicable Rate on Your bills from the
Electric Utility or if such bills are not available to
Provider, Provider will estimate the amount of Bill Credits
using the Applicable Rate as published by the Electric
Utility for the applicable period.
(c) Adjustments. You agree that Provider may (in its
sole discretion) modify the Percentage Allocation to (i)
comply with the rules governing the Program, the Electric
Utility’s tariff, rules, and requirements (collectively, the
“Tariff”), or applicable law or (ii) maximize allocations of
Bill Credits to You, subject to available Project capacity
and the requirements of the Project’s other subscribers.
You further agree that Provider may allocate any excess
Bill Credits accumulated by the Project (“Excess Bill
Credits”) to You, subject to the rules governing the
Program, the Tariff, and applicable law. You shall pay for
Excess Bill Credits at the Subscription Rate (or such other
rate required under the Program rules, the Tariff, or
applicable law), as set forth in the applicable invoice.

4
18. INVOICING AND PAYMENT.
(a) Invoicing. Provider will send You an invoice each
month after the Service Term Start Date. Invoices will
reflect (i) any amounts owed by You to Provider for its
allocation of Bill Credits to You, calculated as the
Monthly Allocation multiplied by the Subscription
Rate. The invoice due date will be no less than ten (10)
days after the invoice has been sent.
(b) Payment Method. You may pay the amount due
by authorizing an automatic payment from Your
checking account or credit card, or by check. If You
authorize payment via credit card, you will be charged
a 3% processing fee to cover credit card transaction
fees.
(c) Late Charges and Other Fees. Provider may
assess the following charges or fees: (i) an insufficient
funds fee of $25 (or such lower amount as required by
law) for any attempted withdrawal from Your
checking account or credit card that is refused by Your
bank or credit card company; and (ii) any amount
owed by You under this Agreement that is not paid
within twenty (20) days of the due date set forth on the
applicable invoice will accrue interest annually at
eight percent (8%) (or the maximum rate permitted
under applicable law, if less). If You authorize an
automatic payment method pursuant to Section 4(b),
You agree that the fees described in this Section 4 may
be assessed automatically via electronic fund transfer
from Your designated account when Provider
processes the next automatic payment of a monthly or
final invoice.
(d) Consolidated Billing.
(i) As an alternative to monthly invoicing as
provided in Sections 4(a)-(c), Provider or its assigns
may delegate its responsibilities under this Section of
the Subscriber Agreement to the appropriate Electric
Utility in order to utilize Consolidated Billing to
recover amounts owed by You to Provider. The initial
method of payment as of the Effective Date will be set
forth in Exhibit B – Disclosure Schedule.
(ii) For agreements utilizing monthly
invoicing as of the Effective Date, Provider or its
assigns reserves the right, in its sole discretion, to
implement Consolidated Billing at any point during
the Term pursuant to the New York State Public
Service Commission’s December 12, 2019 Order in
Case 19-M-0463, including any future program
modifications or changes thereto. Provider or its
assigns will notify You on the monthly report (See
Section 3.b) if Consolidated Billing is implemented.
Consolidated Billing will go into effect without the
need for an amendment to this Agreement. In the
event that Provider or its assigns elects to implement
Consolidated Billing under this subsection 5(d),
Subscriber will no longer receive an invoice from
Provider or its assigns, and instead the difference
between the positive monetary value of Subscriber’s
Bill Credits and the Subscription Rate will be reflected in
Subscriber’s Electric Utility bill. An example of
Consolidated Billing is described on the Cover Page of
this Agreement.
19. EFFECTIVE DATE; TERM; RENEWAL
(a) Effective Date. This Agreement becomes effective
on the date that it is signed or electronically agreed to by
You (the “Effective Date”).
(b) Service Term. The initial service term shall
commence on the first day of the first month for which the
Electric Utility has applied a Bill Credit to Your Electric
Utility Account (the “Service Term Start Date”). The
initial service term shall expire on the first (1st)
anniversary of the Service Term Start Date (the “Initial
Service Term” and together with any Renewal Term, the
“Service Term”).
(c) Renewal. This Agreement shall automatically renew,
and the Service Term shall be automatically extended, for
one (1) year terms (each, a “Renewal Term”) until the
earlier of (i) a termination by You or Provider in writing
to the other Party at least ninety (90) days in advance of
the last day of the Service Term and (ii) the thirtieth (30th)
anniversary of the Service Term Start Date.
20. TAXES.
(a) Federal Tax Matters. Subscriber and Provider agree
that (i) the purchase and sale of the services described in
this Agreement (the “Services”) shall be treated as a
service contract pursuant to Internal Revenue Code
Section 7701(e) and (ii) the transactions contemplated by
this Agreement shall not grant Subscriber with any right,
title, interest, benefit, burden, or option that would result
in this Agreement being treated as other than a service
contract under Internal Revenue Code Section 7701(e).
(b) State Tax Matters. Subscriber agrees that it shall be
responsible for all sales, use, or other similar taxes
imposed upon the purchase and sale of the Services (and
any other transaction contemplated by this Agreement) by
any governmental authority having jurisdiction over
Subscriber, the Project, or Provider if any.
SERVICE TERM REQUIREMENTS;
ELIGIBILITY; CUSTOMER AUTHORIZATIONS.
(a) Service Term Requirements. The obligation of
Provider to allocate a Percentage Allocation from a
Project to You, and initiate the Service Term is subject to
the satisfaction of the following conditions, and Provider
may terminate this Agreement if any of the following
conditions are not satisfied:
(i) Subscriber meets the Program criteria (the
“Eligibility Criteria”) set forth in Subscriber’s StateSpecific Disclosures and any other criteria under the
Program or applicable law.
(ii) A Project becomes available to Provider and
such Project is commercially viable, as determined by
Provider in its sole discretion, including through
evaluation and confirmation of the development of the
5
Project, the availability of anticipated incentives,
rebates, tax credits or deductions, or other benefits, and
any changes to the Program or applicable law;
(iii) The representations made by You in
Section 9(b) are true and complete;
(iv) This Agreement has been approved by
Provider’s financing partners; and
(v) Subscriber meets Provider’s credit criteria,
as determined by Provider in its sole discretion.
(b) Creditworthiness. In connection with the
foregoing, You authorize Provider to perform a credit
check and to share Your credit information with
Provider’s third-party financing partners to determine
Your satisfaction of applicable credit criteria.
(c) Subscriber Utility Account Authorizations. In
connection with the Services, You agree to provide to
Provider Your Electric Utility account number and to
authorize Provider to obtain Your Electric Utility
Account number, historical electricity consumption
data, current and historical electricity rate data, lowincome program eligibility (if applicable), and other
energy- related data (the “Utility Data”) from the
Electric Utility. This authorization shall be valid from
the Effective Date, through the Service Term and for a
reasonable period thereafter, not to exceed six (6)
months, for purposes of carrying out the transactions
contemplated by this Agreement. You agree to update
this information upon request if Your electricity usage
changes.
(d) Use of Subscriber’s Data. You authorize
Provider to provide the Electric Utility with the
following information: Your name, Your Electric
Utility Account, Your mailing address, the Service
Address, and Your Percentage Allocation (together
with the Utility Data, collectively “Subscriber’s
Data”). You also authorize Provider to use these data
and other data collected to make other business offers
to You, subject to the requirements of applicable law.
(e) Changes to Subscriber’s Electric Service
Account.
If the Electric Utility changes or modifies
Subscriber’s electric service class for any reason,
Subscriber will immediately notify Provider of such
change and the extent of the modification, as well as
provide Provider a copy of the written notification
from the Electric Utility of such change or
modification. This Agreement shall be null and void
upon notice of such change or modification, if such
change or modification is deemed to disqualify
Subscriber by the terms of either the Program, the
Eligibility Criteria, or this Agreement, to qualify for
purchasing Bill Credits. Provider reserves the right to
terminate this Agreement upon notice to Subscriber as
provided in Section 10(b) below if Subscriber fails to
notify Provider of any changes or modifications to
Subscriber’s electric service account. Subscriber will
forfeit the right to receive Bill Credits between the date of
any change or modification to Subscriber’s electric
service account and reinstatement of this Agreement, if
applicable.
22. PROJECT OWNERSHIP AND ATTRIBUTES.
(a) Project Ownership. You understand and agree that
this Agreement is for the Services and is not a contract to
sell or lease the Project to You or a contract to sell energy
to You. Provider (or its designee) owns the Project and the
energy produced by it for all purposes.
(b) Project Attributes. You understand and agree that,
subject to the requirements of the Program and applicable
law, all credits (including tax credits, emission reduction
credits, renewable energy credits, and carbon offset
credits, but excluding any Bill Credits allocated to You),
benefits, incentives, attributes, and rebates, howsoever
entitled, derived, or attributable from or to the Project,
whether existing now or in the future (the “Project
Attributes”), are the property of and for the benefit of
Provider (or its designee), usable and transferable at its
sole discretion. You agree to reasonably cooperate with
Provider (or its designee) so that it may claim the Project
Attributes. You agree to assign and transfer to Provider
(or its designee) any and all Project Attributes in which
You acquire an ownership interest. You agree to refrain
from entering into any agreement that would entitle You
or a third party to claim the Project Attributes.
(c) Renewable Energy Claims. In accordance with
Section 8(b), You understand that You are not purchasing
renewable energy directly and therefore have no claim to
any renewable energy credits (“Renewable Energy
Credits”) that may be generated under the Program. The
Renewable Energy Credits shall be owned by Provider
unless transferred by Provider to another third party, or
unless ownership of the Renewable Energy Credits
accrues to a third party pursuant to applicable law.
23. REPRESENTATIONS, WARRANTIES, AND
COVENANTS.
(a) Provider. Provider agrees to protect Subscriber’s
Data and, except as may be required by this Agreement,
applicable law, court order, or with Subscriber’s consent,
Provider will not publicly disclose Subscriber’s Data, energy
usage data, or billing information, unless such disclosures are
made to Provider’s affiliates, financiers, lawyers,
accountants, or agents and only to the extent reasonably
required to facilitate service to Subscriber.
(b) Subscriber. Subscriber represents, warrants, and
covenants to Provider:
(i) Subscriber is at least 18 years of age;
(ii) Subscriber is authorized to execute this
Agreement, obtain the Services, disclose the Account
Credentials and the Utility Data, and participate in the
Program on behalf of each owner of each of Your Electric
Utility Accounts;
6
(iii) Subscriber, to the best of its knowledge,
meets the Eligibility Criteria and agrees to not take any
actions that would cause Subscriber to no longer meet
the Subscriber Eligibility Criteria;
(iv) Subscriber agrees to not enter into an
agreement with any other provider to receive services
under the Program;
(v) Subscriber understands and agrees it is
acquiring the Percentage Allocation and Bill Credits
for its own account and it will not assign, convey,
transfer, resell, or otherwise distribute the Percentage
Allocation or Bill Credits to another person or entity,
except as provided in Section 11;
(vi) Subscriber is entering into this Agreement
solely to receive Bill Credits as an energy-related
commodity for personal consumption, not for
investment or speculation, not with a profit
expectation, and not with a view to the resale of any
benefits under this Agreement;
(vii) Subscriber is aware that it does not have
an interest in the profits or losses of the Project and
will not otherwise be entitled to any profit related to
the Project or by entering into this Agreement;
(viii) Subscriber acknowledges that this
Agreement has not been registered under federal
securities laws or registered or qualified under the
securities laws of any state, based in part upon Your
representations in this Agreement (provided, that no
representation is made or implied by Provider as to the
applicability or inapplicability of such securities laws);
(ix) Subscriber acknowledges and agrees that
this Agreement and the Percentage Allocation are not
intended to be treated as securities under federal law,
applicable state laws, or the Securities Act of 1933;
and
(x) Subscriber acknowledges and agrees it
will promptly notify Provider of any changes in
Subscriber’s Data.
24. TERMINATION.
(a) In addition to the cancellation right described in
Section 14(l), this Agreement may be terminated by
You at no cost at any time so long as You provide
Provider with ninety (90) days’ advance notice, subject
to Your payment for any Bill Credits that You receive
from the Electric Utility and any fees described in
Section 4(b) and 4(c) before Your termination is
processed.
(b) Notwithstanding anything to the contrary
contained in this Agreement, Provider may terminate
this Agreement at any time by giving Subscriber
written notice that it will no longer allocate Bill Credits
to Subscriber. Such notice will specify the date as of
which Bill Credits will no longer be allocated, and such
date shall serve as the effective date of termination of this
Agreement.
25. TRANSFER; ASSIGNMENT. No Party may assign or
transfer this Agreement without the consent of the other
Party, except that Provider may directly or collaterally
assign this Agreement, whether in whole or in part, and
without Your consent or notice to You, to an affiliate, to
any financing party, or to any entity that has agreed in
writing to recognize Subscriber’s rights and perform
Provider’s obligations under this Agreement. In
connection with any such assignment by Provider, you
agree to provide a written confirmation of Your
obligations under this Agreement if reasonably requested
by Provider or its assignee. Notwithstanding anything to
the contrary in this Agreement, Provider may delegate or
subcontract its obligations under this Agreement, in whole
or in part, without Your consent or notice to You.
26. DEFAULT.
(a) Events of Default. The following shall constitute an
“Event of Default”: (i) a Party fails to make any payment
due under this Agreement and such failure continues for a
period of thirty (30) days; (ii) a Party breaches, fails to
perform, or fails to comply with any representation,
warranty, obligation, covenant or agreement described in
this Agreement and such failure continues for a period of
thirty (30) days after written notice thereof; (iii) a Party
has provided false or misleading financial or other
information to enter into this Agreement; or (iv)
Subscriber makes an assignment for the benefit of
creditors, admits in writing its insolvency, or is subject to
a petition for dissolution or reorganization, voluntary or
involuntary, under the U.S. Bankruptcy Code.
(b) Remedies. Upon the occurrence of an Event of
Default in which the Subscriber is the defaulting Party,
Provider may take any rights and/or remedies available to
it at law or in equity, including ending Your participation
in the Program. Upon the occurrence of an Event of
Default in which Provider is the defaulting Party,
Subscriber may terminate this Agreement and neither
Party will have any further obligation hereunder. In the
case of an Event of Default in which Provider is the
defaulting Party, Subscriber’s termination right pursuant
to the preceding sentence is the exclusive remedy for such
an Event of Default. Except as described in the preceding
sentence, all rights, powers, and remedies provided under
this Agreement are cumulative and not exclusive of any
rights, powers, or remedies provided by applicable law.
27. FORCE MAJEURE, LIMITATIONS OF
LIABILITY, INDEMNIFICATION & DISPUTE
RESOLUTION.
(c) Force Majeure. If by reason of Force Majeure,
Provider is unable to carry out, either in whole or in part,
any of its obligations described in this Agreement,
Provider shall be excused from whatever performance is
affected by the Force Majeure event during the
continuation of such inability, provided that, within a
reasonable time after the occurrence of the Force Majeure
7
event, Provider gives Subscriber notice describing the
particulars of the occurrence and the anticipated period
of delay, and uses reasonable efforts to remedy the
cause(s) preventing it from carrying out its obligations.
“Force Majeure” means any event, condition, or
circumstance beyond the reasonable control of the
affected Party, and may include, without limitation, an
act of god, war (declared or undeclared), sabotage,
cyberattack, riot, insurrection, civil unrest, military or
guerilla action, terrorism, economic sanction or
embargo, civil strike, work stoppage, slow-down, or
lock-out, explosion, fire, earthquake, volcanic activity,
abnormal weather condition or actions of the elements,
hurricane, flood, lightning, wind, drought, the binding
order of any governmental authority, the failure to act
on the part of any governmental authority,
unavailability of power from the utility grid, power or
voltage surge including a grid supply voltage outside
of the standard range specified by the Electric Utility,
or failure of equipment not utilized by or under the
control of the affected Party.
(d) Limitation of Liability. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NO PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, SPECIAL, PUNITIVE,
EXEMPLARY, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER
ARISING IN CONTRACT, TORT, UNDER
STATUTE, OR IN EQUITY, AND EACH PARTY
HEREBY WAIVES ITS RIGHTS TO ANY SUCH
DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, AND EXCEPT IN THE
CASE OF FRAUD, WILLFUL MISCONDUCT,
GROSS NEGLIGENCE, OR BODILY INJURY,
PROVIDER’S LIABILITY ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT
MAY NOT EXCEED THE PRODUCT OF (I)
TWELVE (12) AND (II) SUBSCRIBER’S
AVERAGE MONTHLY PAYMENT FOR THE
MONTHLY ALLOCATION OVER THE SERVICE
TERM.
(j) Indemnification. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, EACH PARTY
AGREES TO INDEMNIFY, PROTECT DEFEND,
AND HOLD HARMLESS THE OTHER PARTY
AND ITS SUCCESSORS AND ASSIGNS, AND ITS
EMPLOYEES, PARTNERS, MEMBERS,
OFFICERS, DIRECTORS, AND AGENTS (IF
ANY), FROM ANY AND ALL DAMAGES,
LOSSES, CLAIMS, COSTS, EXPENSES
(INCLUDING REASONABLE ATTORNEYS’
FEES) OR ANY LIABILITY RESULTING FROM
ANY ACTION OR SUIT BY ANY THIRD PARTY,
OF ANY KIND RESULTING FROM THE OTHER
PARTY’S FAILURE TO COMPLY WITH ANY OF
THE TERMS OR CONDITIONS OF THIS
AGREEMENT.
(k) No Warranty. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, PROVIDER MAKES NO
WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, REGARDING THE
SERVICES, THE PROJECT, OR ANY OBLIGATION
OF PROVIDER HEREUNDER. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, PROVIDER
DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE. WITHOUT
LIMITING THE GENERALITY OF THE
FOREGOING, AND PROVIDER DOES NOT
WARRANT OR GUARANTEE ANY SAVINGS, THE
AMOUNT OF ENERGY PRODUCED BY THE
PROJECT, THE PERCENTAGE ALLOCATION, OR
THE AVAILABILITY OR VALUE OF BILL CREDITS.
(l) No Guarantee. Provider does not make any
guarantee, and Subscriber acknowledges that Provider
does not make any guarantee, regarding the availability of
a Program, the availability of a Project, the manner in
which Bill Credits are calculated, the monetary value of
Bill Credits, or any other element of Your bill from the
Electric Utility, each of which are determined by the
Electric Utility and governmental authorities pursuant to
the Tariff, the Program, and applicable law and not by
Provider. Provider additionally does not make any
guarantee, and Subscriber acknowledges that Provider
does not make any guarantee, regarding (x) the amount of
energy that the Project will deliver to the Electric Utility
or (y) the realization of any savings by You as a result of
entering into this Agreement. You agree that Your
Percentage Allocation may be applied against and served
by any Project that (i) qualifies under the Program and (ii)
from which Your Electric Utility Account is eligible to
receive Bill Credits, as selected by Provider in its sole
discretion. Provider does not make any guarantee, and
Subscriber acknowledges that Provider does not make any
guarantee, regarding the specific Project that will be used
in providing You with the Services.
(m) Waiver. Any delay or failure of a Party to enforce
any of the provisions of this Agreement, or to require
performance by the other Party of any of the provisions of
this Agreement shall not be construed to be a waiver of
such provisions or a Party’s right to enforce that provision.
(n) Severability. If any portion of this Agreement is
determined to be invalid or unenforceable in any respect
under applicable law, the remainder of this Agreement
shall not be affected thereby, and each term, covenant, or
condition of the Agreement will be valid and enforceable
to the fullest extent permitted by applicable law, unless
such invalidity or unenforceability frustrates or negates an
essential purpose of this Agreement.
(o) Dispute Resolution.
(i) In the event of a dispute, disagreement, or claim
between Subscriber and Provider arising out of or in
connection with this Agreement (a “Dispute”), the Parties
shall first use their best efforts to resolve the dispute,
disagreement, or claim amicably and in good faith, in
which case Subscriber agrees to contact Provider by
telephone at 800-285-0193 or in writing by sending an
8
email to info@communitypowerpartners.com.
Provider agrees to maintain a process and procedure to
resolve Subscriber inquiries in compliance with the
requirements of the Program.
(ii) The Parties agree that if any Dispute cannot
be resolved pursuant to the procedures described
above, they will seek resolution of the Dispute by
arbitration. The arbitration, including selection of the
arbitrator, will be administered by JAMS Inc.
(“JAMS”) under its Streamlined Arbitration Rules (the
“Rules”) by a single neutral arbitrator agreed on by the
Parties within thirty (30) days of the commencement
of the arbitration, or, should the Parties not reach
agreement within thirty (30) days, pursuant to the
Rules. This Agreement and any arbitration pursuant
thereto shall be governed by the Federal Arbitration
Act (Title 9 of the U.S. Code). Information regarding
arbitration may be obtained by calling any JAMS
office or at www.jamsadr.com. Either party may
initiate the arbitration process by filing the necessary
forms with JAMS. Each Party will bear the expense of
its own attorneys, experts and witnesses, regardless of
which Party prevails, unless applicable law or this
Agreement gives a right to recover any of those fees
from the other Party. Subject to clause 13(h)(ii)(4)
below, the arbitration shall be held in New York, NY.
The Party bringing the claim can choose to proceed by
way of binding arbitration pursuant to JAMS’ rules, or,
alternatively, can bring an individual action in small
claims court (or a similar court of limited jurisdiction,
subject to expedited procedures) within the scope of
such court’s jurisdiction. If any such individual action
is transferred or appealed to a different court, however,
the opposing party may elect arbitration, and, if it does
so, the Parties agree that the matter will be resolved by
binding arbitration pursuant to the terms of this
Agreement.
1) Only Disputes involving the Parties may
be addressed in the arbitration. Disputes must be
brought in the name of an individual person or entity
and must proceed on an individual (non-class, nonrepresentative) basis. The arbitrator will not award
relief for or against anyone who is not a Party. If either
Party arbitrates a Dispute, neither Party, nor any other
person, may pursue the Dispute in arbitration as a class
action, class arbitration, private attorney general action
or other representative action, nor may any such
Dispute be pursued on either Party’s behalf in any
litigation in any court. Claims regarding any Dispute
and remedies sought as part of a class action, class
arbitration, private attorney general or other
representative action are subject to arbitration on an
individual (non-class, non-representative) basis. This
means that the arbitration may not address disputes
involving other persons with disputes similar to the
Disputes between the Parties.
2) The arbitrator shall only have the
authority to award any legal or equitable remedy or
relief that a court could order or grant under this
Agreement. The arbitrator, however, is not authorized to
change, alter the terms of this Agreement or award relief
or remedy specifically limited by this Agreement, or to
make any award that would extend to any transaction
other than the transaction between the Parties under this
Agreement. All statutes of limitations that are applicable
to any dispute shall apply to any arbitration between the
Parties. The arbitrator’s award will consist of a written
statement stating the disposition of each claim. The award
will also provide a concise but specific and supported
written statement of the essential findings and conclusions
on which the award is based.
3) BECAUSE THE PARTIES HAVE
AGREED TO ARBITRATE ALL DISPUTES,
NEITHER PARTY WILL HAVE THE RIGHT TO
LITIGATE THAT DISPUTE IN COURT, OR TO HAVE
A JURY TRIAL ON THAT DISPUTE, OR ENGAGE IN
DISCOVERY EXCEPT AS PROVIDED FOR IN THE
RULES AND AS PROVIDED EXPRESSLY HEREBY.
FURTHER, NEITHER PARTY SHALL HAVE THE
RIGHT TO PARTICIPATE AS A REPRESENTATIVE
OR MEMBER OF ANY CLASS PERTAINING TO
ANY DISPUTE. THE ARBITRATOR’S DECISION
WILL BE FINAL AND BINDING ON THE PARTIES
AND MAY BE ENTERED AND ENFORCED IN ANY
COURT HAVING JURISDICTION, EXCEPT TO THE
EXTENT IT IS SUBJECT TO REVIEW IN
ACCORDANCE WITH APPLICABLE LAW
GOVERNING ARBITRATION AWARDS. OTHER
RIGHTS THAT THE PARTIES WOULD HAVE IN
COURT MAY ALSO NOT BE AVAILABLE IN
ARBITRATION.
4) If you are an individual consumer qualifying
for the “JAMS Policy on Consumer Arbitrations Pursuant
to Pre-Dispute Clauses Minimum Standards of Procedural
Fairness”: (A) if you initiate arbitration against the
Provider, the Provider will bear all costs charged by
JAMS, except you will be required to pay two hundred
fifty dollars ($250); (B) if the Provider initiates arbitration
against you, it will pay all costs charged by JAMS; and
(C) at your request, you may elect for an in-person hearing
in your hometown area.
(iii) Additional dispute resolution terms, if any, shall
be set forth in Your State-Specific Disclosures.
(p) Waiver of Jury Trial; No Class Action. EACH OF
THE PARTIES, BY ENTERING INTO THIS
AGREEMENT, HEREBY WAIVES THE RIGHT TO A
JURY TRIAL. IN ADDITION, EACH PARTY AGREES
THAT IT MAY ONLY BRING CLAIMS AGAINST
THE OTHER PARTY IN ITS INDIVIDUAL
CAPACITY AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING.
28. MISCELLANEOUS.
(a) State-Specific Disclosures. Certain state-specific
terms and definitions are set forth in the exhibit attached
hereto as Exhibit A (“State-Specific Disclosures”).
9
(b) Notices. All notices and other formal
communications which any Party may give to another
under or in connection with this Agreement shall be in
writing and shall be deemed delivered upon receipt
thereof.
(c) Entire Agreement. This Agreement contains the
entire agreement between the Parties with respect to
the subject matter hereof and supersedes all other
understandings or agreements between the Parties
relating to the subject matter hereof. This Agreement
includes any exhibit attached hereto.
(d) Amendments. This Agreement may only be
amended in a writing signed (or electronically agreed
to) by both Parties.
(e) Binding Effect. This Agreement is binding upon
the Parties and their successors and permitted assigns.
(f) Survival. The provisions of Sections 4, 6, 8, 10,
12(b), 13, and 14 of this Agreement shall survive the
expiration or earlier termination of this Agreement.
(g) Governing Law. The Agreement is made in the
state of Your Service Address and will be governed by
the laws of the state of Your Service Address, without
regard to principles of conflicts of law, together with
any applicable federal law. The Parties agree that any
dispute, disagreement, or claim that cannot be resolved
pursuant to Section 13(h) shall be resolved by a court
of competent jurisdiction in the county of Your
Service Address, and Subscriber agrees to submit to
the personal jurisdiction of the state of your Service
Address and the state courts located in such county for
the purposes of litigating all such disputes,
disagreements, and claims.
(h) Counterparts; Electronic Approval. This
Agreement may be executed and delivered in identical
counterparts by exchange of electronic copies showing
the signatures of the Parties. Each Party intends and
agrees that, alternatively, this Agreement may be
agreed to by affirmation through electronic signature,
electronic checkbox, or similar authentication, and that
any such electronic authentication shall be deemed a
binding acceptance of this Agreement having the same
force and effect as a manual signature.
(i) Privacy Policy. Please read Provider’s Privacy
Policy at:
(http://communitypowerpartners.com/privacypolicy/) carefully for information relating to our
collection, use, storage, and disclosure of Your
personal information. Provider’s Privacy Policy is
hereby incorporated by this reference into, and made a
part of, this Agreement.
(j) Other State Specific Terms. You agree to be
bound by the state-specific terms, if any, contained in
Your State-Specific Disclosures.
(k) State-Specific Disclosure Form. The applicable
disclosure form attached hereto as Exhibit B describes
certain key terms of this Agreement and must be provided
to You by law. You shall review and acknowledge (with
Your signature) this disclosure form and any updated
disclosure form that Provider provides upon additional
Project information becoming available.
(l) Cancellation Right; Notice to Subscriber. You
may cancel this Agreement with no charge or penalty
within three (3) business days after You receive a copy of
this Agreement. By entering into this Agreement,
Subscriber acknowledges that Subscriber has read and
understands this Agreement in its entirety.
[Remainder of page intentionally left blank —
signatures appear on the following page] 10
IN WITNESS WHEREOF, the Parties have read this Agreement and the Exhibits incorporated herein in their entirety and received complete copies of those documents and have caused this Agreement to be executed and delivered by their respective duly authorized officer or person as of latest date written below.
Customer
Customer Name (please print):
Customer Signature:
Date:
CPP Genie Community Solar, LLC
Scott Sabbagh, Managing Member
Signature:
Scott Sabbagh
Date:
[Signature page] 11
Exhibit A
STATE-SPECIFIC DISCLOSURES
NEW YORK
(e) Program: Community distributed generation (CDG) program established by the State of New York.
(f) Eligibility Criteria. Subscriber meets the following Program criteria: (A) Your Electric Utility Account is owned by
You and is associated with the Service Address; (B) the Service Address is serviced by the same Utility as the Project;
(C) the sum of the actual or anticipated kWhs of energy associated with Subscriber’s Percentage Allocation for Your
Electric Utility Account shall amount to at least one thousand (1,000) kWhs annually; (D) the sum of the actual or
anticipated kWhs of energy associated with Subscriber’s Percentage Allocation for Your Electric Utility Account shall
not exceed the Subscriber’s historic annual kWh usage for such account (or forecasted usage if annual historic data is not
available); and (E) neither Subscriber nor Your Electric Utility Account is a net metered customer-generator, a remote net
metered host or satellite account, a community distributed generation host or satellite account (other than as contemplated
by this Agreement), or taking standby service under the applicable tariff of the Electric Utility.
(g) Dispute Resolution. A dispute, disagreement, or claim may be submitted by either Party at any time to the New
York State Department of Public Service by visiting their website at www.dps.ny.gov.
(h) Other State Specific Terms. This Agreement and Provider’s provision of the Services are subject to the Home Energy
Fair Practices Act (“HEFPA”) (a summary of which can be found at http://www.dps.ny.gov/) and the Uniform Business
Practices for Distributed Energy Resources Suppliers (a summary of which can be found at https://www.nyserda.ny.gov),
which provide You with certain rights and protections relating to late charges, disputes, and other matters. See 16 N.Y.
Codes, Rules, Regs. § 11.1 through § 11.22 for additional details regarding Your rights under HEFPA. The disclosure
form attached hereto as Exhibit B describes certain key terms of this Agreement and must be provided to You by law.
12
Exhibit B
COMMUNITY DISTRIBUTED GENERATION DISCLOSURE FORM
[This form will be completed by provider after customer provides all necessary registration information.] CPP Genie Community Solar, LLC
470 Mamaroneck Ave, Suite 300
White Plains, NY 10605 Email: info@communitypowerpartners.com
Web: https://cppgenie.com
Customer
Information,
Distribution
Utility
Customer Name:

Service Address:

Mailing Address (if different):

Email Address:

Telephone Number:
Distribution Company (“Electric Utility”): New York State Electric &
Gas
Overview This document describes key terms of your (“Customer” or “You” or “Your”)
Community Distributed Generation Contract (“Contract”) for a community solar
project (“Solar Project”) with CPP Genie Community Solar, LLC (“Provider” or “Us”
or “We”) pursuant to which you will receive solar bill credits (“Bill Credits”) to offset
applicable charges on Your electric utility (“Electric Utility”) bill. In the event that the
terms in this statement conflict with terms appearing elsewhere in Your Contract, the
terms in this statement are controlling. Read this document and the Contract carefully so
that You fully understand the terms.
Price, Fees,
and Charges
Should Your Electric Utility implement consolidated billing, each month, You will receive
credits on Your Electric Utility bill based on the electricity generated by the project. Your
subscription fee will be automatically taken from the credits you receive on your utility bill.
You will not be charged any other fees.
Price: The subscription rate is a ten percent (10%) discount to the electric utility’s rate for
Bill Credits, calculated as ninety percent (90%) multiplied by the applicable rate
established by Your electric utility. In addition to the price for Bill Credits the following
fees may apply:
Late Payment Fee: Overdue amounts will accrue interest at the rate of 8% per year
(or such lower amount as required by law).
Insufficient Funds Fee: $25; Credit Card transaction fee: 3% of total charge.
13
Project
Location and
Customer
Allocation
Solar Project location: __________, New York
Approximate Commercial Operation Date: ____ __, 2020
Estimated size of Solar Project in kilowatts DC (kWdc): _____kWdc
Portion of the Solar Project production allocated to you: [] %, or [] kWdc (Your
“Percentage Allocation”)
We may modify Your Percentage Allocation in accordance with the Community
Distributed Generation Program; Your Utility’s tariff, rules, and requirements or
applicable law to maximize allocations of Bill Credits to You. If You are not assigned to a
solar project at the time You are provided this disclosure form, You will receive notice by
email confirming the solar project location, anticipated operation date and Your
Allocation. You agree that Your Allocation may be served by any solar project that
qualifies under the Program as selected by Us in Our sole discretion.
Length of
Agreement
and Renewal
The initial service term of your Contract is one (1) year. The Contract will
automatically renew for subsequent one (1) year periods for up to twenty-nine
(29) additional years following the end of the initial service term, unless
cancelled pursuant to the terms in the Contract.
14
Early
Termination
In order to unsubscribe from or terminate the Contract during the Contract term, You
must submit written notice to Provider ninety (90) days before the desired termination
date. If you provide such notice of termination prior to the end of the initial service term
or the prior to the end of any renewal term You will owe Us for any Bill Credits
generated by the solar project prior to termination that are allocated to You, and for any
past due balance and applicable late fees. There is no fee for any early termination of the
Contract.
In order to decline automatic renewal of the Agreement, You must submit written notice
to Provider ninety (90) days prior to the Contract renewal date.
Notwithstanding anything to the contrary contained in the Agreement, Provider may
terminate this Agreement at any time by giving Subscriber written notice that it will no
longer allocate Bill Credits to Subscriber.
Estimated
Benefits
Estimated solar project production: the estimated annual electricity generation in
kilowatt- hours (kWh) to be allocated to You for the initial service term of Your
Contract is [] kWh. Electricity generation will be provided to You in the form of
monetary Bill Credits on Your Electric Utility bill.
Estimated Benefits Example: If over the first year of Your Contract, the total estimated
value of Solar Bill Credits is $1,133, Your estimated total electric bill payment to Us
is $1,020. The estimated benefits illustrate how You save approximately $113 over the
course of the year, or 10% of the value of the Solar Bill Credits
Guarantees This Contract does not guarantee savings, does not guarantee a minimum level of
system performance, production of energy or production of Bill Credits, makes no
guarantee regarding the specific solar project that generates Bill Credits for You, and
there is no guarantee that Bill Credits will equal the Estimated Benefits.
Should Your Electric Utility implement consolidated billing, You are guaranteed to
save money on your Electric Utility Bill equal to 10% of the Bill Credits You receive.
Data Sharing
and Privacy
Policy
You agree to permit Us to request data from Your Utility regarding information about
Your account, historical electricity usage and other related information. Our privacy
policy for how information related to Your service will be protected and under what
circumstances it will be shared is provided in the Contract and can be viewed on our
website at http://communitypowerpartners.com/privacy-policy/.
Right to
Cancel
Without
Penalty
You have the right to terminate the Contract without penalty within three business days
after signing the Contract by notifying Us at: 800-285-0193 or
info@communitypowerpartners.com, or by mail to the address at the top of this form.
Customer Rights If You have inquiries or complaints that the Provider is unable to resolve, You have the
right to call the Department of Public Service Helpline at 1-800-342-3377. You may file
a complaint on the Helpline or by following the instructions at
http://www.dps.ny.gov/complaints.html.
Preparer
Name and
Contact
Information
Sales Representative: _______________; Phone: 800-285-0193; Email:
info@communitypowerpartners.com
15
Name and Title of Authorized Company
Representative: Scott Sabbagh, Managing Member
Signature of Authorized Company Representative: Date:
Scott Sabbagh
Name of Customer:
Signature of Customer: Date:
16
Exhibit C
NOTICE OF CANCELLATION
Notice of Cancellation
Date of Transaction: (this is the date You signed the Contract).
You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS
DAYS from the above date. If You cancel, any property traded in, any payments made by You under the Contract or sale and any negotiable instrument executed by You will be returned within TEN DAYS
following receipt by CPP Genie Community Solar, LLC (“Provider”) of Your cancellation notice.
If You cancel, You must make available to Provider at Your residence, in substantially as good condition as when received, any goods delivered to You under the Contract or sale, or You may, if You wish,
comply with the instructions of Provider regarding the return shipment of the goods at Provider’s expense and risk.
If You make the goods available to Provider and Provider does not pick them up within 20 days of the
date of Your notice of cancellation, You may retain or dispose of the goods without any further
obligation. If You fail to make the goods available to Provider, or if You agree to return the goods to
Provider and fail to do so, then You remain liable for performance of all obligations under the Contract.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, to CPP Genie Community Solar, LLC at 470 Mamaroneck Ave, Suite 300
White Plains, NY 10605 no later than THREE BUSINESS DAYS from the date You signed the Contract. I, HEREBY CANCEL THIS TRANSACTION on 20 . Owner’s Signature:
Co-Owner’s Signature:
17
C. Important Instructions
Exhibit D
ACH Recurring Payment Authorization Form
1. This form is required to authorize the CPP Genie Community Solar, LLC and/or its Affiliates, successors and/or
assigns (hereinafter referred to as the “Company”) to:
• Establish a Designated Payment Account for payment of recurring monthly VDER Credit Payments.
• Change the banking or financial institution information on an existing Designated Payment Account.
2. Thoroughly read the Terms and Conditions in Section B before completing this form. The Terms and
Conditions in Section B are a part of this form and incorporated into this form. Contact your financial services
representative with any questions.
3. Retain a copy of this form and keep it with the Agreement.
4. In order to ensure timely and accurate processing, please include a voided check when submitting the form.
If a voided check is not attached, please ensure any written information is legible and all sections are
completed.
5. Below is an example of a voided check highlighting the location of the routing/transit number and bank account
number:
Signature Section. By signing below, the account holder(s) acknowledge(s) that they have received, read
and agree to the incorporated “Terms and Conditions” on Page 2 of this form and confirm(s) the accuracy
of the information provided above on this form.
Signature of Account Holder Date Signature of Additional Account Holder Date
Customer Email Address: _
Routing Number: Account Number:
Your Name: Bank Name:
Your Designated Payment Account Information
18
ACH Recurring Payment Authorization Form
(Continued)
D. Terms and Condition
1. By completing this form, you are authorizing the Company to debit the account provided on this form (which
may be referred to as a Designated Payment Account) to pay recurring Monthly Payments and other amounts
due under the Agreement.
2. The authorization provided by this form will remain in effect until the Company receives notification of its
termination from the account holder. The account holder may terminate this authorization by calling or writing
to the Company. The account holder acknowledges and agrees that the Agreement requires payment by ACH
and that the failure to make payments due under that agreement as therein required may result in termination
of the Agreement and in additional amounts to be due the Company, including without limitation payment for
VDER Credits allocated to the Customer following the termination of the Agreement. Your termination of your
authorization under this form does not modify your responsibilities under the Agreement.
3. Notification of changes to an existing Designated Payment Account must be received at least 10
business days prior to the next draft date to be in effect as of that draft date.
4. Recurring VDER Credit Payments shall be drafted monthly, and the Company shall not be required to give
notice of the amount or date due. Depending upon the timing of payments made by you, the Company may
need to draft more than one month’s VDER Credit Payment (including past due amounts) in order to bring
the payments due to a current status.
5. If sufficient funds are not available on your scheduled draft date, the Company will attempt to draft again
one to five days later. If sufficient funds are still not available:
• For Monthly Payments which are due but not paid on time, the Company will attempt to draft both the
missed payment and an additional $25.00 late fee approximately 10 days after the Company learns
of the nonpayment.
• You agree to forego receiving notice of any adjustment from the recurring draft amount caused
by missed or late payments.
6. No payments due the Company will be considered “paid” until the Company actually receives the funds in full.
7. The Company shall incur no liability as a result of a withdrawal being dishonored by your bank.
8. If you provide us with an email address on this form, we will attempt to send an email notice to that email on
or before the tenth (10th) day of the month in which a payment is due, listing: the Calculated VDER Credit
amount, the payment due under the Agreement, amount of the ACH draft, the anticipated draft date and your
bank information.
For any questions or other matters regarding this form or the Company’s processing of ACH withdrawals in connection herewith, please feel free to contact:
CPP Genie Community Solar, LLC
Attn: Scott Sabbagh
Tel No.: 800-285-0193
email: info@communitypowerpartners.com