Community Distributed Generation Disclosure Form
Company Information
ClearPath Energy LLC
358 Chestnut Hill Avenue, Suite 302 Brighton, MA 02135
617-939-9252
www.clearpath.energy [email protected]
Customer Information
Distribution Utility
Your name:
Your Service Address:
Your Tel:
Your Email:
Your Utility: National Grid Your Utility Account Number:
Overview This Agreement, which consists of this Form and the attached General Terms and Conditions, describes your Net Member Credit Subscription. ClearPath Energy owns and operates a solar project in Tully, NY. The project is a Community Distributed Generation project that will generate Value Stack Credits as it generates solar electricity.
These Value Stack Credits are converted to Net Member Credits and allocated to subscribers every month. The Net Member Credits are created by multiplying the monthly Value Stack Credits by the below CDG Savings Rate. The Net Member Credits are then allocated by your ClearPath Project Allocation Percentage and show up as a monthly credit on your National Grid Utility bill.
The CDG Savings Rate is guaranteed to be 10 % for as long as the solar project operates, therefore you are guaranteed to save money on your bill every month.
In the event that the terms in this statement conflict with terms appearing elsewhere in your ClearPath Net Credit Member Subscription, the terms in this statement are controlling. Read this document and the contract carefully so that you fully understand this agreement.
Price, Fees, and Charges There are no fees, costs or charges associated with the ClearPath Net Credit Member Subscription.
CDG Savings Rate: 10 %
You will receive monthly Net Member Credits on your National Grid Utility bill once the solar project is in service.
The Net Member Credits will be equal to the product of the CDG Savings Rate and the monthly Value Stack Credits. For example, the Value Stack Credits in any given month equal $100 and your CDG Savings Rate is 10%, your Net Member Credit will be $10, which will be shown and credited on your National Grid Utility bill. You will continue to pay your National Grid Utility bill the same way.
Project Location and Project Name: CP Tully One LLC
Customer Allocation Project Location: 705 North Road, Tully, New York Project Size: 7.5 MWdc
ClearPath Project Allocation Percentage: 0.13%
Project In-Service Date: December 2021
Length of Agreement
and Renewal The Term of this agreement is 12 Months.
Upon expiration of the Term, the Agreement will be automatically extended under the same terms unless you or ClearPath Energy elects to terminate the Agreement.
Early Termination You may terminate the Agreement early with a 30-day notice. There is no charge for early termination. To terminate, please send email at [email protected].
Estimated Benefits You will receive monthly Net Member Credits. These Net Member Credits will be applied to your monthly National Grid Utility bill as a credit. As a result, you are guaranteed to save money on your National Grid Utility bill every month.
Guarantees The CDG Savings Rate is guaranteed to be 10 % for operating life of the solar project.
This contract does not guarantee a minimum level of performance.
Data Sharing and Privacy
Policy Your information such as your annual energy consumption and billing cycle may 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.
ClearPath will not disclose any other identifiable information to any party.
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 ClearPath Energy by emailing us at
[email protected] or calling us at 617-939-9252.
Customer Rights You may have the rights under the New York State Home Energy Fair Practices Act (HEFPA). Inquiries about HEFPA may be made with the Department of Public Service Helpline at 1-800-342-3377 or http://www.dps.ny.gov/complaints.htm
Other Important Terms Not Applicable
Preparer Name and Contact Information
Name:
Tel: 617-939-9252
Email: [email protected]
ClearPath Energy LLC
Name: Date:
Signature of Customer: Date:
Net Member Credit Subscription Agreement
This Net Member Credit Subscription Agreement (this “Agreement”) is made as of __________________, 2021, which is the “Effective Date,” between you and us. “You” and “your” mean the person named above as the Customer.
“We”, “us” and “our” mean the person named above as the Company.
GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT
1. Your and Our Agreement. The Community Distributed Generation Disclosure Form that you and we have signed and these General Terms and Conditions, together, comprise this Agreement between you and us.
2. Your Savings. As indicated above, you can expect to receive savings on your monthly electricity bill from the Utility named above, once we have begun, and as long as we continue, to operate the Project named above and it generates electricity and Value Stack Credits. Your savings will depend on several factors, including the electricity generated by the Project, your consumption of electricity delivered by the Utility, and the value of the New Member Credits allocated to you under this Agreement. We will allocate New Member Credits to you, monthly, in accordance with your “ClearPath Project Allocation Percentage,” which we will determine based on your historical or forecasted annual energy consumption and cost data, compared to similar data of other residential customers of the Utility who enter into subscription agreements with us for New Member Credits.
You will be guaranteed the CDG Savings Rate specified for the Project and can expect to receive a similar percentage credit on your utility bills as long as (i) the Project generates electricity, (ii) you keep your utility account open, and (iii) you pay the full amount of your utility bills, when due. You will continue to receive utility bills from the Utility and make payments to it. The Utility will make payments to us for the New Member Credits that we have allocated to you. The number and value of the New Member Credits allocated to you, as well as the savings shown on your utility bills, may fluctuate monthly because of weather; energy market pricing or disruptions; utility tariffs, policies, and practices; changes in law; outages or disruptions in the Project’s or the Utility’s operations or maintenance or the Utility’s billing; or other variables. We are not and will not be selling any property to you, and you will not be making any payment to us.
3. Your Eligibility, Utility Account, and Data. For you to receive New Member Credits, the following conditions and any other conditions under applicable law must be satisfied: (a) you must be a named account holder with a service address in the Utility's service territory; (b) the sum of all kilowatt hours, “kWhs,” expected to be shown on your utility bill, when applying the ClearPath Project Allocation Percentage, (i) must not exceed your historic annual kWh usage or forecasted usage (if annual historical data is not available) and (ii) must amount to at least 1,000 kWhs annually and; (c) you must not be a net metered customer-generator or a remote net metered host or satellite account and you must not be taking standby service under the Utility’s tariff. You hereby authorize us and the Utility to obtain your historical kWh consumption data, and you hereby authorize us to provide the Utility with any data and other information (collectively “Subscriber’s Data”) about you in connection with our providing you with the New Member Credits described above, including: your kilowatt and credit allocations;
your ClearPath Project Allocation Percentage; and your name, Utility account number, mailing address, and service Address. You must promptly notify us if you close or intend to close your Utility account or if there is any other change in your Subscriber’s Data. You may not locate a net metered generation facility on-site or obtain credits from another community solar distributed generating facility unless you first terminate this Agreement by giving us at least thirty (30) days' prior written notice. If you are a residential or consumer customer, you may cancel this Agreement by giving us written notice prior to midnight of the third (3rd) business day after the Effective Date.
4. Changes in Law; Taxes; Power of Attorney. There may be changes in the laws, regulations, and other conditions under which the Project will generate credits, we will allocate credits to you, the Utility will deliver electricity to you and credit you with savings on your utility bills, and the Utility will pay us for the credits we allocate to you.
For example, if any sales, use, excise, or other taxes or charges are applied to the New Member Credits you
receive, you will pay them. You and we agree to work together in good faith to lessen any adverse consequences
of any such change or any other event or circumstance that could decrease the benefits or increase the burdens
on you or us in connection with this Agreement. You hereby authorize us to modify your ClearPath Project Allocation Percentage and to amend or make other changes in connection with this Agreement, as permitted by applicable law, and to modify arrangements and documentation in connection with your Utility account, to achieve these objectives, and for these purposes you hereby appoint us as your agent and attorney-in-fact with the power (coupled with an interest) to act in your name and on your behalf to deliver to and keep on record with the Utility such documentation and information as may be required for us to perform our obligations under this Agreement and for the Utility to provide documentation and information about you to us and to deal with us on your behalf with respect to the number of New Member Credits that will be allocated to you and their value, which may fluctuate month to month.
5. Term and Early Termination. The Term of the Agreement will begin on the Effective Date and end on the last day of the twelfth full month after the Effective Date, provided that, at the end of each such 12-month period, this Agreement will automatically renew and the Term will automatically extend for an additional 12-month period, up to a maximum of twenty-five (25) years, unless this Agreement is earlier terminated as follows:
(a) If you are a residential or consumer customer, you may terminate this Agreement by giving us written notice within three (3) business days after the Effective Date.
(b) You may terminate this Agreement or preclude its automatic renewal (i) at any time by giving us written notice at least thirty (30) days’ prior to the termination or renewal date, or (ii) immediately upon giving us written notice at any time you have ceased to be a named account holder with a service address in the Utility's service territory, as indicated above.
(c) We may terminate this Agreement or preclude its automatic renewal (i) at any time by giving you written notice at least thirty (30) days’ prior to the termination or renewal date, (ii) immediately upon giving you written notice at any time you have ceased to be a named account holder with a service address in the Utility's service territory, as indicated above, or at any time you have not paid your utility bill in full, when due, or (iii) upon giving you at least ten (10) days’ prior written notice at any time you have breached this Agreement or at any time a change in law or any other event has occurred or could reasonably be expected to occur that could have a material adverse effect on the operation or output of the Project, the generation or value of any credits, the allocation of credits to you, or any other aspect of our business.
Upon giving or receiving any termination notice or upon the expiration of then current Term, we will notify the Utility and take any and all other actions necessary or advisable to terminate any allocation of New Member Credits to you and to cease the allocation of savings to you with respect to any New Member Credits previously allocated to you, in each case with respect to any period occurring after the termination date.
6. Dispute Resolution; Waiver of Jury Trial and Class Actions. If any claim or other dispute arises between you and us in connection with this Agreement, you and we agree to use our mutual best efforts, in good faith, to resolve the claim or other dispute reasonably and amicably. You agree to promptly notify us of any claim or other dispute by contacting us by telephone or email, as provided for above. We will endeavor to provide you with an acknowledgment within three (3) days and a response within fourteen (14) days. Either you or we may submit any claim or other dispute at any time to the New York State Department of Public Service by visiting their website at www.dps.state.ny.us, by calling 1 (800) 342-3377, or by writing to the following address: New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223. YOU AND WE HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND YOU AND WE HEREBY AGREE THAT EITHER PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN THE CLAIMING PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
7. Limitation of Liability. NEITHER YOU NOR WE WILL 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 OF YOU AND US HEREBY WAIVES ITS RIGHTS TO ANY SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY IN CONNECTION WITH THIS AGREEMENT MAY NOT EXCEED THE DIFFERENCE BETWEEN THE VALUE OF THE NEW MEMBER CREDITS WE ALLOCATE TO YOU AND THE TOTAL OF THE PAYMENTS WE RECEIVE FROM THE UTILITY ON ACCOUNT OF SUCH CREDITS.
8. No Warranty, Representation or Guarantee. WE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE PROJECT OR ITS PERFORMANCE AND HEREBY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WE DO NOT WARRANT OR GUARANTEE THAT YOU WILL RECEIVE ANY CLEARPATH PROJECT ALLOCATION PERCENTAGE, ANY NEW MEMBER CREDITS, ANY VALUE ASSOCIATED WITH ANY NEW MEMBER CREDITS, OR ANY SAVINGS CREDITED ON YOUR UTILITY BILLS.
9. Assignments and Transfers. Neither you nor we may assign or otherwise transfer this Agreement, except that we may freely assign or otherwise transfer this Agreement, without your consent, to any affiliate of ours; any lender, insurer, or other financial institution; or any entity that owns or is acquiring all or substantially all of the Project or our assets in connection with the Project. Upon any such assignment or transfer, the assignor will automatically be released from all future obligations under this Agreement. We will notify you of any assignment or other transfer of this Agreement by us.
10. Governing Law and Jurisdiction. The Agreement is governed by and will interpreted in accordance with New York law, without regard to principles of conflicts of law. All claims and other disputes that cannot be resolved pursuant to Section 6 will be adjudicated by a court of competent jurisdiction in the county where the Project is located. You and we agree to submit to the personal jurisdiction of the New York state courts located in that county for the purposes of adjudicating all such claims and other disputes.
11. Notices and Telephone and Text Communications. Notices will be effective when provided to you or us in accordance with the contact information indicated above. You hereby consent to receiving communications at your mobile telephone number indicated above, including prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from us, our affiliates and our representatives. This consent applies to each such telephone number that you have provided or will provide to us now or in the future and permits such calls for purposes of facilitating the transactions contemplated by this Agreement. We may also send notices under this Agreement (i) by electronic mail to the most recent electronic mail address that we have on file for you or (ii) in writing and by personal delivery, overnight courier, or certified or registered mail, return receipt requested, sent to you at the most recent billing address that we have on file for you, provided that any default or termination notice will also be sent to your mailing address, as indicated above.
12. Entire Agreement; Counterparts; Amendments. This Agreement, which consists of these General Terms and Conditions, the Community Distributed Generation Disclosure Form, and all exhibits, schedules and annexes attached hereto, contains your and our entire agreement regarding the Project, the New Member Credits, and the transactions contemplated by this Agreement. Any amendment to this Agreement will be in writing and signed by you and us. The invalidity or unenforceability of any provision in this Agreement will not affect any other provision of this Agreement. You and we may execute this Agreement by signing the same signature page or separate signature pages as one or more counterparts, each of which will be an original of this Agreement and all of which will, together, constitute a single agreement. This Agreement, signed manually, electronically, or digitally and transmitted in electronic form, will be treated as an original document, and all such signatures will be treated as original signatures, and the document so transmitted will have the same binding effect as a manually executed and delivered original document.