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CDG Provider: Convergent Energy + Power / NSF Chaumont 1, LLC

CDG Project Manager: PowerMarket | Phone: 315-333-7013 | Email: convergent@powermarket.io

Community Distributed Generation Disclosure Form
Customer Information and Distribution Utility	Name: Service Address: Phone: Email: Account Number: Utility: National Grid
Overview	This document describes your Community solar subscription. 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 this agreement.
Subscription Fee and Savings Rate	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. Your subscription fee is equal to 90% of the value of the credits you receive each month. After the credits are reduced by the subscription fee, you will receive savings equal to 10% of the credits you receive. You will not be charged any other fees.
Project Location and Customer Allocation	Location: 12625 Morris Tract Road, Lyme, NY 13622 Initial Expected Percentage Allocation: 0.11% (7.5 kW), subject to adjustment by the Provider. Generation allocated to customer: Once you have completed your enrollment process, your utility data will be analyzed to ensure a correct allocation. Your allocation may be up to 100% of your historic annual usage. At any time, Provider shall have the right to make adjustments to your Percentage Allocation, which is the percentage of the credits allocable to you.
Length of Agreement and Renewal	The term of this agreement is twenty (20) years and will commence on the date of the first Utility bill displaying credits. Following the twenty (20) year term, the agreement will be automatically extended on a yearly basis under the same terms unless you or the Provider elects to terminate the agreement.
Early Termination	You may terminate this agreement at any time during the term, without penalty or fee by submitting written notice to Provider within sixty (60) days of desired termination date. You, the Subscriber, may cancel this transaction at any time prior to midnight of the third business day after the date of this transaction. See the attached notice of cancellation form for an explanation of this right.

Estimated Benefits	Estimate of kWh generation received annually: Up to 100% of your current annual consumption. Bill Credits generated from the Project will be applied to your utility bill based on the VDER Credit Rate. “VDER Credit Rate” is the monetary rate that your utility attributes to each kWh generated from the Project.
Guarantees	You are guaranteed save an amount equal to 10% of the value of the credits you receive. This contract does not guarantee a minimum level of system performance or production of energy.
Data Sharing and Privacy Policy	Information such as your annual energy consumption and billing cycle will be requested on your behalf from your utility. This data will be used to appropriately allocate energy credits to your bill and communicate any errors to the utility for resolution. Provider will restrict disclosure of identifiable information solely to employees, representatives, investors, and/or advisors with a need to know and not disclose to third parties
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 Provider at convergent@powermarket.io. Include your utility account number and name in an e-mail with the subject line, “Right to Cancel”.
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.
Incorporation of Agreement	By executing this Disclosure Statement, you agree to the terms and conditions set forth herein.
CDG Project Manager	The CDG Provider has designated PowerMarket as its CDG Project Manager. Any notices and communications shall be directed to: PowerMarket 335 Madison Avenue 4th Floor New York, NY 10017 convergent@powermarket.io 315-333-7013

Signature of Authorized Company Official or Representative:	Date: May 8, 2024
Signature of Customer:	Date: July 27, 2024

GENERAL TERMS AND CONDITIONS

Parties. This Community Solar Distributed Generation Subscription Agreement (“Agreement”) is entered into as of the “Effective Date” stated on the Disclosure Statement by and between NSF Chaumont 1, LLC and its agents, successors, and assigns (the “CDG Provider” or “CDG Host”) and you, the “Subscriber” (individually, a “Party” and collectively, the “Parties”). CDG Host and the Authorized Designee shall operate and maintain a Project in the same Electric Utility’s service territory as Subscriber’s Service Address. The New York State Public Service Commission permits Subscribers to receive Bill Credits on their Electric Utility bill in consideration for receiving the Percentage Allocation of the Project. By signing the Disclosure Statement, Subscriber agrees to the terms and conditions below.
Definitions.
1. “Agreement” means this Community Solar Distributed Generation Agreement;
2. “Authorized Designee of the CDG Host” or “Authorized Designee” means ProjectEconomics, Inc. dba PowerMarket or any other agent the CDG Host may designate.
3. “Bill Credits” means the monetary credits applied to the Subscriber’s Electric Utility account. Bill Credits are calculated by taking the percent allocation of the total kWh generation of the Project multiplied by the VDER Credit Rate on a per month basis for the Service Classification applicable to Subscriber.
4. “Bill Period” means one (1) calendar month, commencing from COD;
5. “CDG Host” means the entity that owns or operates the Project;
6. “CDG Program” means the New York State Community Distributed Generation program authorized by the New York State Public Service Commission’s July 17, 2015 Order Establishing a Community Distributed Generation Program and Making Other Findings (Case 15-E-0082), as amended and administered by the Electric Utility;
7. “Commercial Operation Date” or “COD” means the date upon which the Project is authorized by the Electric Utility to generate and deliver electrical energy to the transmission system;
8. “Effective Date” means the date this Agreement was executed;
9. “Electric Utility” means a utility in New York that provides Subscriber with electricity service;
10. “Energy Attributes” means any and all direct, indirect, or derivative benefits or incentives of owning and/or operating the Project including but not limited to ancillary services, environmental attributes, renewable energy credits, green tags, green tag reporting rights, carbon offset credits, rebates, tax attributes, tax credits, depreciation, depreciation bonuses, cost recovery deductions, the NY-Sun Incentive Program, federal, state or local incentives, or any other attributes, benefits, or incentives of owning the Project of any kind.
11. “Excess Generation” means the number of kWhs generated by the Project and supplied by the CDG Host to the Electric Utility during a given Bill Period that exceeds the number of kWhs supplied by the Electric Utility to the CDG Host during such Bill Period;
12. “Force Majeure” means any event or circumstance beyond the reasonable control of CDG Host or the Authorized Designee and not resulting from CDG Host’s or the Authorized Designee’s negligence. Force Majeure shall include, without limitation, any failure to produce, deliver or receive the electricity generated by the Project caused by: flood, fire, lightning, earthquake, tornado, hurricane, other “Acts of God”, war, riot, terrorism, insurrection, sabotage, work stoppage, strike or slow-down, any failure of the electrical grid, or any failure of equipment not utilized by CDG Host or under CDG Host’s control.
13. “Kilowatt Allocation” means, prior to the Commercial Operation Date, the number of kWs of the Project Capacity allocated to Subscriber;
14. “kW(s)” means one-thousand (1,000) watts of electrical power;
15. “kWh(s)” means a measure of electrical energy equivalent to a power consumption of one kW for one (1) hour;
16. “Net Savings” means the remaining ten (10%) percent of the value of Bill Credits that will be applied to the Subscriber’s Electric Utility bill after the Subscription Fee has been deducted.
17. “Percentage Allocation” means,
  1. prior to the Commercial Operation Date, the percentage of the Project Capacity allocated to Subscriber and calculated by finding the quotient of the Kilowatt Allocation and the Project Capacity; or
  2. subsequent to the Commercial Operation Date, the percentage of the Project’s Excess Generation allocated to Subscriber and calculated by finding the quotient of the Excess Generation allocated to Subscriber for a given Bill Period and the total Excess Generation of such Bill Period;
18. “Project” means the community solar project from which Subscriber receives the Percentage Allocation;
19. “Project Capacity” means the nameplate capacity in kWs of the Project;
20. “Renewal Term” is defined in Section 3;
21. “Service Address” means the metered service address identified on the Disclosure Statement;
22. “Subscriber” means the person or entity identified on the Disclosure Statement as receiving the Percentage Allocation, and which is an electric service customer of the Electric Utility;
23. “Subscriber’s Data” is defined in Section 4(e);
24. “Subscriber Eligibility Criteria” is defined in Section 4(c);
25. “Subscription Fee” means ninety (90%) percent of the value of Bill Credits in any given month taken automatically from the monthly Bill Credits.
26. “Tariff” means the National Grid Electric Tariff, as amended or superseded from time to time;
27. “Term” is defined in Section 3;
28. “VDER Credit Rate” is the monetary rate that your utility attributes to each kWh generated from the Project.
Term. The Agreement shall commence on the Commercial Operation Date and continue for twenty (20) years (the “Term”). Thereafter, this Agreement shall automatically renew for one (1) year terms (the “Renewal Term”) until either Party provides a written notice of termination.
Purchase of Allocation; Eligibility.
1. Bill Credits. CDG Host agrees to sell to Subscriber and Subscriber agrees to purchase from CDG Host, the Percentage Allocation for the entire Term and any Renewal Term in consideration for the Bill Credits and Net Savings. Net Savings shall be applied to Subscriber’s Electric Utility bill no more than once per calendar month.
2. Energy Attributes. Subscriber’s purchase of the Percentage Allocation will not include the right to any Energy Attribute.
3. Subscriber Eligibility. Subscriber’s eligibility to receive Bill Credits is expressly conditioned upon Subscriber meeting the following criteria and any other criteria outlined by applicable law (the “Subscriber Eligibility Criteria”): (i) Subscriber is an Electric Utility account holder with a Service Address in the Electric Utility’s service territory (with the Subscriber being the named or one of the named account holders); (ii) Subscriber’s annual consumption shall amount to at least one thousand (1,000) kWhs; (iii) the sum of all kWhs distributed to Subscriber’s Electric Utility bill by applying the Percentage Allocation shall not exceed the Subscriber’s historic annual kWh usage or forecasted usage if annual historic data is not available; and (iv) Subscriber is not currently a net metered customer-generator, a remote net metered host or satellite account, or is taking Standby Service under the Tariff.
4. Subscriber Authorization. Subscriber authorizes the CDG Host, Authorized Designee or Electric Utility to obtain Subscriber’s historical kWh consumption data and any other data in the possession of the Electric Utility to the extent needed by CDG Host and/or Authorized Designee in order to administer this Agreement. Subscriber hereby certifies that all information Subscriber provided to the CDG Host in connection with the Subscriber’s historical kWh consumption data and credit history will be true and Subscriber understands that this information must be updated upon request if Subscriber’s conditions change.
5. Subscriber Data. To ensure Subscriber receives the appropriate Bill Credits, Subscriber shall permit or has permitted the CDG Host to provide the Electric Utility with the following information: the Kilowatt Allocation, Percentage Allocation, Subscriber’s name, Subscriber’s account number, Subscriber’s mailing address, and the Service Address (collectively “Subscriber’s Data”).
Subscription Payment.
1. Monthly Subscription Fee. Subscriber acknowledges that the Subscription Fee will be automatically taken from the Bill Credits each month and Net Savings will be applied to Subscriber’s Electric Utility bill for a given Bill Period. Subscriber remains responsible for paying the Electric Utility bill.
2. CDG Host Adjustments. Subscriber hereby consents to the CDG Host modifying the Percentage Allocation at its sole discretion, provided such modifications comply, in all respects, with applicable law. The CDG Host does not guarantee, and Subscriber acknowledges that the CDG Host does not guarantee the amount of electrical energy the Project will produce or the monetary value of the Bill Credits.
Representations, Warranties, and Covenants.
1. Mutual. Each Party represents, warrants, and covenants to the other Party:
  1. The Party, if an entity, is duly organized, validly existing, and in good standing in the jurisdiction of its organization and is duly qualified to do business in the State of New York;
  2. The Parties have full legal capacity to enter into and perform this Agreement; and

This Agreement constitutes a legally valid and binding obligation enforceable against the CDG Host and Subscriber in accordance with its term

Subscriber. Subscriber represents, warrants, and covenants to CDG Host and/or the Authorized Designee:
1. Subscriber’s Account Number, Subscriber’s Service Address, and Subscriber’s contact information contained in the Disclosure Statement of this Agreement are true, accurate, and complete;
2. Subscriber acknowledges and agrees it will have no interest in or entitlement to any Energy Attribute; and

Subscriber acknowledges and agrees Subscriber has been given the opportunity to ask questions and receive answers from the CDG Host concerning the terms of this Agreement and any other information necessary for Subscriber to evaluate the merits and risks of entering into this Agreement, including the Percentage Allocation and/or Monthly Subscription Fee.

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 Utility account identified by it, not for investment or speculation, not with a profit expectation, and not with a view to the resale of any benefits under this agreement. Subscriber 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

Termination.
1. Termination For Convenience; Other. Subscriber may terminate this Agreement at any time by providing no less than sixty (60) days’ written notice to the CDG Host. Subscriber may also terminate this Agreement without a fee under the following circumstances:
  1. Upon the expiration of the Term or any Renewal Term by providing the CDG Host with sixty (60) days prior written notice thereof.
  2. If the Subscriber is a natural person and the Subscriber is the sole Electric Utility account holder, then in the event of Subscriber’s death.

If the Subscriber submits to the CDG Host a written Notice of Cancellation in the form attached hereto as Exhibit A prior to midnight on the third (3^rd) business day after the Effective Date of the Agreement.

Termination by CDG Host. CDG Host may terminate this Agreement (1) if Subscriber no longer meets the eligibility requirements under Section 4.c of this Agreement, (2) if Subscriber is otherwise in breach of this Agreement, or (3) at any time by giving Subscriber written notice that it will no longer allocated Bill Credits to Subscriber, which notice will specify the date as of which Bill Credits will no longer be allocated.
Effect of Termination. Upon termination of this Agreement the CDG Host shall notify the Electric Utility to stop any future Bill Credits from being allocated to the Subscriber: Notwithstanding, the Subscriber may continue to receive Bill Credits until the Electric Utility removes Subscriber from the Project.

Transfer; Assignment . Subscriber may not assign or transfer this Agreement. CDG Host may assign, sell, or transfer this Agreement to any affiliate, any financial institution, or any entity that has agreed in writing to recognize Subscriber’s rights under this Agreement and to not disturb any of Subscriber’s rights hereunder upon the foreclosure or conveyance in lieu thereof, provided Subscriber is not in default of this Agreement. The CDG Host may transfer this Agreement to another Project, by sending written notice to Subscriber. The CDG Host may assign or transfer this Agreement without providing Subscriber with prior notice and without obtaining Subscriber’s prior consent, and upon any such assignment or transfer, the assignor shall be released from all future obligations under this Agreement.
Communication. By executing this Agreement, the Subscriber consents to the CDG Host and any person or entity acting on the CDG Host’s behalf to communicate with the Subscriber, in connection with the Project, this Agreement, or any related matter, using any telephone number, email address, or other contact information that may be provided now or in the future. The CDG Host and any person or entity acting on the CDG Host’s behalf may communicate with the Subscriber using any current and future means of communication, whether to a wireless or landline number, including but not limited to, automated telephone dialing equipment, as defined by law, the FTC, or the FCC, artificial or pre-recorded voice messages, SMS or text messages, telephone or email. CDG Host may use such means of communication even if Subscriber will incur costs to receive such telephone messages, telephone calls, SMS or text messages, emails, or other means.
Force Majeure. If CDG Host is unable to perform all or some of its obligations under this Agreement because of an event of Force Majeure, CDG Host shall be excused from whatever performance is affected by the Force Majeure, provided that CDG Host’s suspension of its obligations is of no greater scope and of no longer duration than is required by the event, and CDG Host provides notice to Subscriber of the Force Majeure within a reasonable period of time after the occurrence thereof describing the particulars of the occurrence and the anticipated period of delay.
Dispute Resolution.
1. Subscriber’s Electric Utility is responsible for resolving any disputes related to or arising out of billing and/or the application of Bill Credits to Subscriber’s Electric Utility bill. For all other good faith disputes, the party claiming the dispute shall notify the other party in writing of the nature of the dispute, and the parties agree to first cooperate to resolve such dispute informally.
2. Any dispute, claim or controversy arising out of or relating to this Agreement that is not resolved through the informal resolution process within thirty (30) days after notice of the dispute, claim or controversy has been delivered to either party shall be determined by arbitration at a location that is reasonably convenient to Subscriber and CDG Host before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures or by the American Arbitration Association pursuant to its Consumer Arbitration Rules. The party that initiates arbitration may choose the arbitration organization. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
3. BY AGREEING TO THIS SECTION, SUBSCRIBER AGREES TO GIVE UP THE RIGHT TO PARTICIPATE IN A CLASS ACTION. This means that Subscriber may not be a representative or member of any class of claimants in arbitration with respect to any claim. Notwithstanding any other provision of this Agreement, the arbitrator will not have the power to determine that class arbitration is permissible. The arbitrator also will not have the power to preside over class or collective arbitration, or to award any form of class-wide or collective remedy. Instead, the arbitrator will have power to award money or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. No class or representative theories of liability or prayers for relief may be maintained in any arbitration held under this Agreement. If this class action waiver is invalidated, then the dispute will be resolved in court.
4. BY AGREEING TO THIS SECTION, SUBSCRIBER AND CDG HOST WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
5. Subscriber may, at any point during a dispute or complaint resolution process, request a written report from CDG Host detailing all attempts to resolve the complaint or dispute.
6. The dispute resolution provisions under this Section are governed by the Federal Arbitration Act (“FAA”). The arbitrator must apply substantive law consistent with the FAA.
7. Notwithstanding any of the above subsections, Subscriber may also file a complaint at any time with the New York State Department of Public Service, either in writing or by telephone at the following address:

Office of Consumer Services
NYS Department of Public Service 3 Empire State Plaza
Albany, NY 12223
Ph.: 1-800-342-3377
Hours of operation of the NY DPS as of the date of this agreement: 8:30 a.m. - 4:00 p.m.

Limitation of Liability. CDG HOST’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, CDG HOST MAKES NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE PROJECT OR CDG HOST 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.
Severability. If any term or provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect. The terms of this Agreement that expressly or by their nature survive termination shall continue thereafter until fully performed, which will include without limitation the obligation to make payments.

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September 26, 2022 5:05 pm EDT

Connect Community Solar Uploaded by Jake Battistoni - pricedesk@energymarkllc.com IP 108.55.5.78