Connect 092622


 

 

COMMUNITY DISTRIBUTED GENERATION DISCLOSURE FORM

Provider Information        CDG Provider:  C2 NY Sentinel Heights Solar, LLC

Provider has designated PowerMarket (“Servicer”) as its agent for purposes of this Agreement. PowerMarket is a third-party servicer that facilitates your relationship with the CDG Provider as an agent of the Provider. Any notices and communications shall be directed to:

PowerMarket

Address: 335 Madison Avenue, 4th Floor, New York, NY 10017

Phone: 877-762-0507 | Email: edprna@powermarket.io

Customer Information, Distribution Utility

Name:

Distribution Company (“Utility”):

National Grid - NY

Service Address:

Telephone:

Email:

Overview

This document describes your community solar subscription agreement (“Agreement”) for participation in a community solar program with a solar photovoltaic project (the “Solar Project”) owned, operated, and maintained by C2 NY Sentinel Heights Solar, LLC (the “Provider”). This Agreement entitles you to receive credit on your local Utility bill equal to the monetary value of your share of the kilowatt-hours of electricity generated each month by the Solar Project (“Bill Credits”), as further described in Section 1 below. In the event that the terms in this statement conflict with terms appearing elsewhere in the Agreement, the terms in this statement are controlling. Read this document and the Agreement carefully so that you fully understand the terms.

Price, Fees, and Charges

Each month, you will receive Bill Credits on your electric utility bill based on the electricity generated by the Solar Project. Provider’s fee will automatically be taken from the Bill Credits you receive on your utility bill. Provider’s fee is equal to of the value of the Bill Credits you receive each month. After the Bill Credits are reduced by Provider’s fee, you will receive savings of 10% (the “Savings Rate”) of the value of the Bill Credits. You will not be charged any other fees.

Project Location and Customer Allocation

Name:

Sentinel Heights

Solar

Location:

3500 Sentinel Heights Road, Lafayette, NY

13084

Size:

 0.11% ( 7.25kW)

 

 

The Solar Project to which you are subscribing may not be completed yet, and you may be placed on a waitlist until an appropriate Solar Project becomes available. We reserve the right to assign you to any eligible project based on available capacity. The size of your allocation will be determined based on your historical usage during the prior 12 months and we size your subscription to offset most of your average usage based on that historical data. Your allocation may be adjusted during the Term in our discretion or upon your request as your usage changes over time.

Length of Agreement and Renewal

This Agreement will commence on the Effective Date. The term of the agreement is one (1) year from the Effective Date and will be automatically extended each year thereafter for up to twenty-five (25) years under the same terms unless terminated by either Party in accordance with Section 3.

Early Termination

You may terminate the Agreement with no penalty by providing ninety (90) days written notice as set forth in Section 3 of this Agreement. Upon receipt of written notice of termination, we will coordinate with your Utility to stop your receipt of Bill Credits as soon as practicable by or after your termination date. We may terminate this Agreement at any time by giving you written notice.

Estimated Benefits

You will receive monetary Bill Credits on your Utility bill that will result in savings of 10% off of the monetary value of the Bill Credits you receive.

Guarantees

The Agreement provides 10% savings off the monetary value of the Bill Credits applied to the Customer’s Utility bill. This Agreement does not guarantee a minimum level of system performance or production of energy.

Data Sharing Privacy Policy

We the Provider, or Servicer, may request from your Utility information about your energy consumption and electric bill, including but not limited to your outstanding balances, rate class, load zone, and Bill Credit allocations each month and any applicable balance for Bill Credits rolled over from a prior month.

By signing this Agreement, you authorize us to obtain and share such information with affiliates and third parties in order to service your account and fulfill the terms of your Agreement during the Term. Notwithstanding the above, you agree to execute any additional consent forms required by the Utility to authorize us to obtain and share such information. Your authorization is effective upon signing and will continue during the Term of this Agreement, unless you provide Provider with written notice that such authorization is revoked.

Please review Servicer’s privacy policy at https://powermarket.io/privacy.html.

Right to Cancel Without Penalty

You have the right to terminate the Agreement without penalty within three business days after signing the Agreement by notifying us at 877-762-0507 or Email: edprna@powermarket.io.

 See the attached Exhibit A for the Notice of Cancellation 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 (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 Name:

 

Email:

 

Signature of Authorized Representative of Provider:

 

Signature of Customer: 

 

 

Name: 

Richard Dovere

 

Name:

Title: 

Chief Investment Officer

 

 

Date: 

9.7.21

 

Date:

December 8, 2022

COMMUNITY DISTRIBUTED CREDIT PURCHASE AGREEMENT

        

Provider:

 

Subscriber:

Company Name:

C2 NY Sentinel Heights Solar, LLC (“Provider”)

 

Name:

Provider’s Authorized Agent:

PowerMarket

 

 

 

Telephone:

877-762-0507

 

Telephone:

E-Mail:

edprna@powermarket.io

 

E-Mail

Address:

3500 Sentinel Heights Road, Lafayette, NY

13084

 

Service Address:

 

 

 

 

 

Effective Date:

 

 

Utility:

National Grid - NY (“Utility”)

 

 

 

Utility Account Number(s):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Length of Agreement:

The Agreement shall be effective from the Effective Date until one (1) year after the Effective Date, and will be extended automatically each year thereafter for up to twenty-five (25) years.

Savings Rate:

10% of Bill Credits

(“Savings Rate”)

 

 

 

Solar Project:

Sentinel Heights

Solar (“Solar Project”)

 

 

 

 

 

This Community Distributed Credit Purchase Agreement (“Agreement”) is made and entered into as of the Effective Date, between Subscriber and Provider (each, individually a “Party” and collectively, the “Parties”). This Agreement shall continue for twenty-five (25) years from the Effective Date unless terminated in accordance with the provisions of Section 3 of this Agreement.

Now, therefore, in consideration of the mutual premises, representations, warranties, covenants and conditions herein, the Parties agree as follows:

  1. Allocation of Community Distributed Generation Credits.
  1. Provider owns, maintains and operates the Solar Project, which is part of the New York Public Service Commission’s Community Distributed Generation Program (“CDG Program”). The CDG Program allows customers of the Utility to receive dollar credits on their electricity bill (“Bill Credits”).
  2. You are purchasing Bill Credits, and not energy from the Solar Project. You will remain a customer of Utility and will be responsible for any outstanding charges on your Utility invoice not offset by Bill Credits. Provider is not a competitive energy supply company and this is not an Energy Supply contract.
  3. Provider will subscribe you to a percentage of the Solar Project’s generation, and will instruct Utility to assign Bill Credits associated with that generation to your account. This may result in Bill Credits equaling to up to 100% of your Utility invoice every month. The amount of Bill Credits you receive may vary month to month due to weather conditions, energy market pricing, governing regulations, and other variables.
  4. Subscriber authorizes Provider and Servicer to obtain Subscriber’s energy consumption and electric bill information, including but not limited to your outstanding balances, rate class, load zone, and Bill Credit allocations each month and any applicable balance for Bill Credits rolled over from a prior month from the Utility. This information will not be disclosed to any other third party, except Servicer, unless otherwise required by law or consented to by Subscriber. This authorization will be effective from the Effective Date until the last day of the Term, as extended. Subscriber may rescind this authorization at any time by providing written notice to Provider that the authorization is revoked.
  5. Should Subscriber’s account with the Utility (“Electric Account”) be changed for any reason, including a change in address, Subscriber shall immediately notify Servicer and provide a copy of any written notification from the Utility. This Agreement shall be null and void upon notice of such change, if said change disqualifies the Subscriber under the terms of the CDG Program or the applicable Utility tariff. Subscriber will forfeit the right to receive Bill Credits after the date of change to its Electric Account if such notice has not been provided.

 

  1. Payment for Community Distributed Generation Credits.
  1. For each monthly billing period, Subscriber will receive Bill Credits on Subscriber’s Utility bill based on the electricity generated by the Solar Project.  The value of the Bill Credits will be shared between the Provider and Subscriber.  Subscriber’s share will equal the Savings Rate multiplied by the Bill Credits received and this amount will appear as a deduction on Subscriber’s Utility bill.
  2. If the amount of Bill Credits exceeds the amount of usage on Subscriber’s electric Utility bill in the applicable billing period, the excess Bill Credit(s) shall be applied to Subscriber’s subsequent electric Utility bill. Unapplied excess Bill Credits shall remain on Subscriber’s account until applied by the Utility against amounts due by Subscriber. Provider makes no representations concerning the exact amount of Bill Credits that will be available during any billing period and may adjust Subscriber’s allocation without notice to Subscriber. Provider also makes no representations concerning the value of the Bill Credits provided to Subscriber, which is calculated by Utility. Subscriber is responsible for any and all applicable federal, state, or municipal taxes.  
  1. Term and Termination of Agreement.
  1. This Agreement shall continue for one (1) year renewing automatically on each anniversary of the Effective Date, up to twenty-five (25) years after the Effective Date or until terminated in accordance with the provisions of this Section 3.
  2. Notwithstanding anything to the contrary contained herein, Subscriber may cancel this Agreement without charge or penalty within three (3) business days of executing this Agreement by contacting Provider pursuant to Section 13 or by providing notice in accordance with Exhibit A.
  3. Subscriber may terminate this Agreement by giving Provider written notice ninety (90) days before the desired termination date, per notice outlined in Exhibit A. Subscriber remains responsible for payment of Bill Credits until such time as the Utility processes Subscriber’s termination request, which shall be as soon as practicable after Subscriber’s requested termination date.
  4. 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.
  1. Mutual Cooperation/Dispute Resolution.
  1. If Subscriber, in good faith, wishes to file any complaint or dispute with Provider, Subscriber shall do so via written notice or electronic mail as soon as possible, at the contact information provided in Section 13 below. Subscriber may also file a complaint at any time with the New York State Department of Public Service at the following:

    Office of Consumer Services, NYS Department of Public Service        
    3 Empire State Plaza, Albany, NY 12223        
    Phone: +1 (800) 342-3377        
    Hours of operation of the NY DPS as of the date of this Agreement: 8:30 AM- 4:00 PM.

 

  1. Subscriber may, at any point during a dispute or complaint resolution process, request a written report from Provider detailing all attempts to resolve the complaint or dispute.

 

  1. Subscriber’s Acknowledgements. Subscriber understands and acknowledges that:
  1. The Solar Project will deliver electricity to the Utility and not to Subscriber. Subscriber has no ownership or other interest in the Solar Project or the electricity generated by the Solar Project.
  2. The Utility will make all calculations and determinations regarding the amount of the Bill Credit to be applied to Subscriber’s electric account, which calculations shall be made pursuant to applicable law and regulations.
  3. As of the Effective Date, the Solar Project may not yet be constructed and operating. Subscriber will not receive any Bill Credits until the Solar Project has been fully constructed, achieves commercial operation and begins generating electricity, and the Utility has processed Bill Credits associated with the Solar Project. Subscriber may be placed on a waitlist for an eligible Solar Project.
  4. PROVIDER DOES NOT GUARANTEE SAVINGS, AND PROVIDER CANNOT GUARANTEE WHETHER THE VALUE OF BILL CREDITS PROVIDED BY THE UTILITY WILL INCREASE OR DECREASE. PROVIDER DOES NOT GUARANTEE ANY MINIMUM SOLAR PROJECT PRODUCTION OR BILL CREDIT AMOUNTS TO SUBSCRIBER.
  5. Subscriber understands that this Agreement is a purchase contract and not a security registered under federal or state law. Subscriber is entering into this Agreement solely to receive Bill Credits as an energy-related commodity for use at the Electric Account, not for investment or speculation, not with a profit expectation, and not with a view to the resale of any benefits under this Agreement.
  1. Title.
  1. As between Subscriber and Provider, Provider will claim and receive any and all tax, environmental or other credits, grants, subsidies, renewable energy credits, environmental attributes, carbon offset credits, rebates or other benefits related to the Facility or its output (collectively "Incentives"), and any other benefits of owning the Solar Project, both presently and in the future. Subscriber may not claim any Incentives.
  1. Assignment.
  1. Subscriber may not assign this Agreement. Subscriber may, however, change the address for the electric account to which the Bill Credits are applied so long as (i) Subscriber provides written notice to Provider and (ii) the new address is serviced by the same Utility as the Electric Account. The change in address will be effective upon the Utility allowing Provider to make such change. Provider will not be liable for any Bill Credits lost as a result of such change of address.
  2. Provider may assign, sell or transfer the Solar Project and this Agreement, or any part of this Agreement. In the event any such assignment extends to all of Provider’s obligations under this Agreement, Provider will be released from all Provider’s liabilities and other obligations under this Agreement. If requested by Provider, Subscriber agrees to execute and deliver to any such transferee, assignee or financing partner an acknowledgment and confirmation of your obligations under this Agreement as may be reasonably requested by Provider.
  1. Force Majeure. If Provider is unable to perform all or some of its obligations hereunder because of a Force Majeure Event, Provider will be excused from whatever performance is affected by the Force Majeure Event, provided that:
  1. Force Majeure Event” means any event, condition or circumstance beyond the control of and not caused by Provider’s fault or negligence that could not be reasonably foreseen by either Party prior to the execution of this Agreement. Force Majeure Events shall include, without limitation, any failure to produce, deliver or receive the electricity generated by the Solar Project caused by: flood, fire, lightning, earthquake, tornado, hurricane, pandemic, other “Acts of God”, war, riot, terrorism, insurrection, sabotage, work stoppage, strike or slow-down, any failure of the electrical grid, any failure of equipment not utilized by Provider or under Provider’s control, or any failure of the Solar Project to produce electricity not caused by Provider’s fault or negligence;
  2. Provider’s suspension of its obligations is of no greater scope and of no longer duration than is required by the Force Majeure Event, as determined by Provider in its sole discretion;
  3. The Provider provides notice to Subscriber of the Force Majeure Event within a reasonable period of time after the occurrence thereof describing the particulars of the occurrence and the anticipated period of delay.
  1. HEFPA Rights. Subscriber is entitled to protections pursuant to the Home Energy Fair Practices Act, Part 11 of Chapter 16 of the Rules and Regulations of the State of New York (“HEFPA”), which covers but is not limited to third party notification rights; a prohibition against security deposits in certain circumstances; limitations on estimated billing; limitations on back billing; and limitations on late charges. More information about Subscriber’s HEFPA protections are available online at http://www.dps.ny.gov. An annual notification of Subscriber’s rights under HEFPA will also be provided to Subscriber directly by the Utility. If applicable, Provider shall provide Customer with additional information about Customer’s HEFPA rights within a reasonable time and in accordance with the provisions of HEFPA Section 17(a).

 

  1. Limitation of Liability and Disclaimer of Express and Implied Warranties. PROVIDER’S AND ITS AGENTS’ LIABILITY TO SUBSCRIBER UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SOLAR PROJECT OR PROVIDER OR ITS AGENTS’ OBLIGATIONS UNDER THIS AGREEMENT. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.
  2. Miscellaneous. This Agreement contains the entire agreement between the Parties with respect to the matters hereto, and there are no other agreements, written or oral, between the Parties regarding the subject matter hereof. This Agreement may be executed in one or more counterparts, all of which shall be deemed but one agreement. This Agreement is governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof. This Agreement may not be amended except pursuant to a writing executed by both Parties. No delay or failure by any Party in enforcing any of such Party’s rights hereunder shall be deemed a waiver of any such right.
  3. E-mail Consent. Subscriber authorizes Servicer and its representatives and agents to e-mail them regarding community solar services at any current or future e-mail that the Subscriber provides. Subscriber may revoke this authorization at any time by providing written notice thereof to Servicer at the email address provided for notices in Section 13 below.
  4. Notice Provisions. All Notices of any kind which either Party is required or desires to give to the other Party in connection with this Agreement shall be in writing, effective upon delivery, and given by electronic mail to the address used by such Party, as applicable:

 

 

To Provider’s Authorized Agent

To Subscriber:

PowerMarket


Email: edprna@powermarket.io

Phone: 877-762-0507

Email:         

Telephone:

 

  1. 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.
  2. Survival. Cancellation, expiration, or earlier termination of this Agreement shall not relieve the Parties of obligations, including representations, warranties, remedies, or indemnities that, by their nature, should survive such cancellation, expiration, or termination, which obligations shall survive for the period of the applicable statute(s) of limitation.

 

By signing this Agreement, Subscriber acknowledges that Subscriber has read and understands this Agreement and its Exhibits in their entirety, and that Subscriber has received a copy of this Agreement and all disclosure information.

 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the Parties as of the date first above written.

 

 

PROVIDER:

 

SUBSCRIBER:

 

 

 

 

Name: Richard Dovere

 

Name:

Title: Chief Investment Officer

 

Title: Customer

Date: 9.7.21

 

Date: December 8, 2022

 

 

 

 

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Signature Certificate
Document name: Connect 092622
lock iconUnique Document ID: 418b557d1917f50cb6c06ec3bf5dcae7337c7430
Timestamp Audit
September 26, 2022 5:05 pm ESTConnect 092622 Uploaded by Jake Battistoni - pricedesk@energymarkllc.com IP 98.118.136.79