Community Solar Subscription Agreement
Zia CS Services, LLC DBA Solscribe, on behalf of —
New Mexico Community Solar Program – Pursuant to NMSA 1978, §§ 62-16B-1 et seq.
SUMMARY: YOUR SUBSCRIPTION AT A GLANCE
This Summary contains key terms of and is incorporated into the Community Solar Subscription Agreement. Additional terms and conditions follow below the Summary.
Solscribe Subscriber ID—
Effective Date—
Subscriber Name—
Service Address—
Utility—
Utility Account Number—
Solar Facility Name & Location—, —
Contract Initial Term1 year
Option to RenewYes — auto-renewal for 1 year
Enrollment Costs / Subscription FeesNo enrollment or sign-up fees. See Section 3 for fee structure.
Bill Credit Savings Rate—
Payment TermsMonthly, via ACH / credit card / debit card. See Section 3.
Early Termination / CancellationNo fee for termination or non-renewal. Subscriber may cancel upon 30 days' written notice. See Section 4.
Subscription PortabilityTransferable within same Utility service territory. See Section 7.
Low-Income Qualified (Y/N)—
Subscriber Organization (Provider)Zia CS Services, LLC DBA Solscribe
Provider Contactsupport@solscribe.com
ComplaintsNMPRC: 1-888-427-5772 | Program Admin: 1-877-794-0109 | admin@csnewmexico.com
I have reviewed this Summary and the complete Community Solar Subscription Agreement that follows.
This Community Solar Subscription Agreement ("Agreement") is made and entered into as of the Effective Date stated on page 1 of this Agreement ("Effective Date"), by and between Zia CS Services, LLC DBA Solscribe ("Provider") and the subscriber identified on page 1 of this Agreement ("Subscriber").
Provider provides subscriber acquisition and management services to the Facility Owner, a solar energy company that owns and/or operates community solar facilities ("Solar Facility" or "Solar Facilities") that are registered under applicable community solar laws and regulations ("Community Solar Laws").
Subscriber is a customer of the electric utility identified in the Summary ("Utility"), and desires to receive bill credits from a Solar Facility.
As provided by the Community Solar Laws, Provider will assign Subscriber to a Solar Facility and Utility will be obligated to apply Bill Credits to Subscriber's utility account based on the Subscriber's proportional share of the Solar Facility's energy production.
In exchange for allocating subscribed Bill Credits from the Solar Facility, Provider will charge Subscriber a percentage of the Bill Credits as identified in the Summary.
1. Eligibility to Receive Bill Credits
Subscriber agrees that it must be eligible to receive Bill Credits. To be eligible to receive Bill Credits, Subscriber must: (i) be a customer of the Utility identified in the Summary; (ii) have a Utility account in good standing; (iii) have a service address within the Utility's service territory; and (iv) meet any other eligibility requirements established by the Community Solar Laws or the applicable Utility. Subscriber agrees to promptly notify Provider if Subscriber's eligibility status changes.
2. Allocation of Bill Credits
Subscriber will begin earning Bill Credits upon the later of (i) Utility successfully enrolling Subscriber's subscription into the Community Solar Program, or (ii) commencement of energy production by the Solar Facility.
(a) Provider will initially assign Subscriber to the Solar Facility identified in the Summary. Provider reserves the right to reassign Subscriber to a different Solar Facility within the same Utility service territory upon notice.
(b) Bill Credits will be earned and invoiced periodically, as Bill Credit data is received by Provider from the Utility (typically monthly).
(c) For each Billing Period during the term of this Agreement, and in coordination with Utility, Provider will ensure that Bill Credits equal to Subscriber's allocated share of Solar Facility production are applied to Subscriber's Utility account.
(d) Provider shall have the right to make minor adjustments, up or down, to Subscriber's allocation of Solar Facility production capacity, as necessary to optimize utilization of the Solar Facility and to comply with any Utility or regulatory requirements.
(e) Subscriber authorizes Provider to obtain and review Subscriber's consumption history and billing determinants from the Utility to facilitate enrollment and ongoing management of the subscription.
(f) Should Subscriber's electricity account be changed or modified for any reason, including but not limited to a change of address, Subscriber shall promptly notify Provider. Failure to do so may result in a delay or interruption of Bill Credits.
3. Payment for Bill Credits
(a) For each Billing Period, Provider shall issue to Subscriber an invoice ("Bill Credit Invoice") via email. Included in each Bill Credit Invoice will be: (i) the amount of Bill Credits earned during the Billing Period; (ii) the applicable Subscription Fee Percentage; and (iii) the total amount owed by Subscriber to Provider.
(b) Notwithstanding anything to the contrary, Provider reserves the right, in its sole discretion and at all times, to impose a minimum monthly payment amount.
(c) The Subscription Fee Percentage applicable to Subscriber's Bill Credits shall be as stated in the Summary. This percentage may be adjusted after the Contract Initial Term upon thirty (30) days' written notice to Subscriber.
(d) Subscriber authorizes Provider to collect payment through the method Subscriber selects (ACH bank transfer, credit card, debit card, Apple Pay, or Google Pay) as provided during enrollment. Subscriber may update their payment method by contacting Provider.
(e) Payments are due within thirty (30) days of the invoice date. A payment not received within five (5) calendar days after the due date may incur a late fee not to exceed the maximum amount permitted by applicable law.
(f) Subscriber's Utility may charge a small administrative fee in connection with the Program. That fee appears on Subscriber's Utility bill and is separate from, and not included in, any amounts owed to Provider.
4. Term and Termination
(a) This Agreement shall commence upon the Effective Date and will continue for the Contract Initial Term identified in the Summary. Upon expiration of the Contract Initial Term, this Agreement will automatically renew for successive renewal terms as identified in the Summary, unless either Party provides written notice of termination at least thirty (30) days prior to the end of the then-current term.
(b) Subscriber may terminate this Agreement by giving Provider written notice at least thirty (30) days before the desired termination date. There are NO early termination fees charged to Subscriber.
(c) Cancellation within three (3) business days. Subscriber may cancel this Agreement within three (3) business days of signing without penalty by providing written notice to Provider at support@solscribe.com or calling the Provider contact number in the Summary.
(d) Provider may terminate this Agreement at any time in its sole discretion upon notice to Subscriber, which notice will include any re-enrollment protections available to Subscriber under the Community Solar Laws.
(e) Provider may terminate this Agreement upon notice to Subscriber upon the occurrence of any of the following: (i) Subscriber's Utility account is delinquent or in default; (ii) Subscriber ceases to be a customer of the applicable Utility; or (iii) Subscriber is no longer eligible to participate in the Community Solar Program.
(f) Provider may also terminate this Agreement immediately if Subscriber's Utility account is permanently closed or transferred out of the Utility's service territory.
(g) Upon termination, Sections 5, 6, 7, 9, 10, 11, and 12 shall survive.
(h) After termination, Subscriber remains responsible for any unpaid invoices for Bill Credits already applied to Subscriber's Utility account prior to the effective date of termination.
5. Mutual Cooperation / Dispute Resolution
(a) If Subscriber disputes any Bill Credit Invoice, Subscriber shall promptly notify Provider of the basis for the dispute no later than sixty (60) days after the invoice date. Provider will investigate and respond within thirty (30) days.
(b) If Subscriber disputes an amount paid to Provider, Subscriber shall notify Provider within sixty (60) days of the payment date. Provider will review and respond within thirty (30) days.
(c) If Subscriber wishes to file any other complaint or dispute with Provider, Subscriber shall do so via written notice or email. Provider will acknowledge receipt within five (5) business days and respond within thirty (30) days.
(d) Subscriber may, at any point during a dispute or complaint resolution process, request a written report from Provider detailing all attempts to resolve the dispute.
(e) Subject to receipt of necessary information from Utility, the Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the Parties.
(f) ARBITRATION NOTICE. PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. In any arbitration, the arbitrator will apply applicable law and the terms of this Agreement.
(g) BECAUSE SUBSCRIBER AND PROVIDER HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT OR HAVE A JURY TRIAL ON THAT DISPUTE.
(h) OPT-OUT PROCESS. Subscriber may choose to opt out of the arbitration provisions herein but only by contacting Provider in writing within thirty (30) days of the Effective Date of this Agreement.
(i) SUBSCRIBER AND PROVIDER EACH WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
6. Acknowledgements
(a) Subscriber has signed the disclosure form previously provided by Provider, as required by applicable Community Solar Laws and New Mexico PRC regulations.
(b) Subscriber understands that Provider will share Subscriber's information, including personal information, with the Utility and the Community Solar Program Administrator as necessary to manage the subscription.
(c) Subscriber understands that the Solar Facility will deliver electricity to the Utility and not directly to Subscriber. The Utility will make all calculations related to Bill Credits and apply them to Subscriber's account.
(d) Subscriber understands that as of the Effective Date, Subscriber may not yet have been assigned to a Solar Facility, and/or the Solar Facility may not yet be operational. Bill Credits will begin once the Solar Facility is operational and the Utility has completed enrollment processing.
(e) Subscriber understands that Subscriber has no ownership interest in any Solar Facility, or any part thereof; nor can Subscriber claim any tax credit, incentive, or renewable energy credit associated with the Solar Facility's production.
(f) SUBSCRIBER UNDERSTANDS THAT UNDER THIS AGREEMENT, THERE ARE NO GUARANTEES OF SAVINGS, AND PROVIDER CANNOT GUARANTEE WHETHER THE VALUE OF BILL CREDITS WILL EXCEED THE SUBSCRIPTION FEE PAID. ACTUAL SAVINGS DEPEND ON SOLAR PRODUCTION, UTILITY RATES, AND SUBSCRIBER'S USAGE.
(g) Subscriber understands that this Agreement is a service contract and not a security registered under federal or state law. Subscriber is not making an investment.
7. Transfer and Assignment
(a) Subscriber may transfer this subscription pursuant to the Community Solar Laws, provided that such transfer is with another eligible person within the same Utility service territory, and Provider approves the transfer in writing.
(b) Throughout the Term, Provider may transfer Subscriber to a different Solar Facility within Subscriber's Utility service area and will provide Subscriber with prior notice of any such transfer.
(c) Provider may assign, transfer, or sell this Agreement, or any part of this Agreement or the exhibits, to an affiliated entity or a buyer of the Solar Facility or Provider's business, and will notify Subscriber of such assignment.
8. Interruptions due to Force Majeure
(a) If Provider is unable to perform all or some of its obligations hereunder for any cause outside of its reasonable control, including without limitation acts of God, fire, flood, storm, earthquake, pandemic, government action, grid failure, or other events beyond Provider's control ("Force Majeure Event"), Provider's obligations shall be suspended to the extent and for the duration of such Force Majeure Event.
(b) Provider's suspension of its obligations shall be of no greater scope and of no longer duration than is required by the Force Majeure Event.
(c) Provider shall inform Subscriber of the Force Majeure Event within a reasonable period of time after the occurrence thereof, describing the nature, expected duration, and impact on Bill Credits.
(d) If the Solar Facility is out of service for more than ten (10) business days due to a Force Majeure Event, Provider will use commercially reasonable efforts to notify Subscriber and provide an estimated restoration date.
9. Limitation of Liability and Disclaimer of Warranties
(a) Cap on Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PROVIDER'S AND ITS AGENTS' LIABILITY TO SUBSCRIBER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY SUBSCRIBER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
(b) Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
(c) Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PROVIDER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE AMOUNT OF BILL CREDITS, SAVINGS, OR UTILITY RATE CHANGES.
10. Default and Remedies
For purposes of this Agreement, a "Bankruptcy Event" means that a Party has applied for or consented to the appointment of a receiver or trustee, filed a voluntary petition in bankruptcy, or had an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days.
a. Provider Default. Provider shall be in default if: (i) Provider materially breaches any representation or warranty or fails to perform any material obligation and such breach is not cured within thirty (30) days after written notice; or (ii) a Bankruptcy Event occurs with respect to Provider. Subscriber's remedy shall be to terminate this Agreement without penalty.
b. Subscriber Default. Subscriber shall be in default if: (i) Subscriber fails to make any payment when due and such non-payment is not cured within five (5) business days after written notice; (ii) Subscriber materially breaches any other obligation and such breach is not cured within thirty (30) days after written notice; or (iii) a Bankruptcy Event occurs with respect to Subscriber. Provider's remedies include termination of this Agreement and collection of all amounts owed.
11. Dual Indemnification
a. Provider's Indemnity. Subject to Section 9, Provider agrees to indemnify and hold harmless Subscriber from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in the performance of its obligations under this Agreement.
b. Subscriber's Indemnity. Subject to Section 9, Subscriber agrees to indemnify and hold harmless Provider from and against any third-party claims arising out of Subscriber's breach of this Agreement or Subscriber's gross negligence or willful misconduct.
12. Miscellaneous
a. Entire Agreement. This Agreement (including Exhibit A) contains the entire agreement between the Parties with respect to the matters hereto, and supersedes all prior and contemporaneous agreements.
b. Counterparts. This Agreement may be executed in one or more counterparts (including electronically), all of which shall be deemed but one agreement.
c. Choice of Law. This Agreement is governed by the laws of the State of New Mexico, without regard to conflicts of laws principles.
d. Amendment Only in Writing. This Agreement may not be amended except pursuant to a writing executed by both Parties. However, Provider may update subscription details in Exhibit A upon notice to Subscriber.
e. No Waiver. 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.
f. Severability. If any term or provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.
g. Language Accessibility. Provider will make this Agreement and related Program materials available in English and Spanish, and in other languages as required by the Community Solar Laws.
h. Record Retention. Provider may retain records related to this Agreement for a period of not less than five (5) years after the termination of this Agreement, or as otherwise required by applicable law.
13. Notice Provisions
All notices shall be in writing and sent by email or first-class mail to the addresses in the Summary. Notices to Provider shall be sent to: Solscribe, support@solscribe.com. Notices to Subscriber shall be sent to the service address and email provided during enrollment.
Exhibit A — Project & Subscriber Details
Solar Facility—
Facility Location—
Solar Asset Owner / Facility Owner—
Facility Capacity5,000 kW (Alternating Current)
First Year Production Est.15,164,428 kWh
Subscriber—
Service Address—
Utility—
Account Number—
Premise Number—
Bill Credit Savings Rate—
Est. Annual Usage—
Signature — Subscription Agreement
By signing below, Subscriber agrees to the terms of this Community Solar Subscription Agreement, acknowledges receipt of the Summary and all Sections herein, and authorizes Provider to enroll Subscriber in the New Mexico Community Solar Program.
SIGN HERE
Subscriber Signature
I agree to the terms of this Community Solar Subscription Agreement
Date: —
