NES COMMUNITY SOLAR LICENSE AGREEMENT

This License Agreement (“Agreement”) is made and entered into by and between the METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, ACTING BY AND THROUGH THE ELECTRIC POWER BOARD OF SAID GOVERNMENT and operating under the service name of Nashville Electric Service (“NES”), with its principal place of business at 1214 Church Street, Nashville, Tennessee 37246, and the Customer identified above.

1. License. For the License granted to Customer pursuant to this Agreement, Customer will pay NES the sum of the subscription fee listed above per solar panel (the “License Fee”), which is for the right to receive Solar Panel Energy Credit(s) (“Credit”) from the Solar Array (“Solar Array”). Such License Fee will be made payable to NES. This License Fee is non-refundable except as specified in this Agreement.
   • Subject to the terms and conditions set forth in this Agreement, NES hereby grants to Customer a license to purchase the value of the kilowatt-hour (kWh) output from solar panels, and Customer hereby agrees to pay NES a one-time License Fee.
   • Each solar panel will be placed in service at NES’s Solar Array located at 801 Old Due West Avenue, Madison, Tennessee 37115. Customer acknowledges and agrees that NES will retain sole ownership, possession, and control of the Solar Array, and will have the exclusive right to maintain and operate the Solar Array.
   • During the term of this Agreement, Customer will receive the value of the kWh output for each solar panel licensed to Customer as a Credit on Customer’s electric bill provided by NES at the service address (the “Service Address”) listed above, which must be located within NES’s service territory.
   • The estimated annual kWh output of the solar panels licensed to Customer should not exceed the kWh energy used in the past twelve (12) months on the account for the Service Address that Customer has designated to receive the Solar Panel kWh Credit. Pursuant to Section 11 of this Agreement, Customer is responsible for any resulting tax liability if this occurs.
   • Customer acknowledges that NES, as owner of the Solar Array, retains all rights to all Renewable Energy Credits associated with each solar panel licensed pursuant to this Agreement for NES’s sole use.
   • NES has the sole right and discretion to construct, abandon construction, or otherwise not construct the solar panels and/or the Solar Array described herein. In the event that said solar panels and/or the Solar Array are not constructed, this Agreement shall terminate and neither NES nor Customer will incur any obligations hereunder. Further, a “Force Majeure” event as defined in Section 9 of this Agreement, which affects the construction of the NES Solar Array, is not a breach of this Agreement.
   • If NES does not construct the Solar Array and Customer has already paid for the subscription, then NES will refund Customer’s License Fee plus any applicable taxes, and no Credits will be provided to Customer.
2. Effective Date. The effective date of this Agreement shall be the date of NES’s receipt of the License Fee (“Effective Date”).
3. In-Service Date. The in-service date is the date of completion of all actions by NES to sustain the generation of electricity from the Solar Array (“In-Service Date”). NES will notify Customer of the In-Service Date via www.nespower.com.
4. Term. This License will commence on the Effective Date of this Agreement or on the In-Service Date of the solar panels licensed hereby, whichever is later, and will continue for twenty (20) years from the In-Service Date (the “Term”).
5. NES’s Obligations. NES agrees to:
   Provide, at its cost, all necessary maintenance for the Solar Array. NES shall be responsible for ensuring that the Solar Array and each of its components meet all applicable codes, standards, and regulatory requirements at the time of installation and throughout the Term of this Agreement. In the event of equipment failure, NES will bring the equipment back to working order as quickly as reasonably possible, but NES is not responsible for any lost Credits due to the Solar Array being out of service for any reason.
6. Credit. The Credit will be calculated as follows:
   • NES will calculate the Credit monthly for each solar panel by dividing the total Credits of the Solar Array by the number of solar panels in the array.
   • The actual electric generation for the entire Solar Array will be recorded on a calendar month basis. The credit will be applied to Customer’s bill one month in arrears and will end in twenty (20) years from the In-Service Date.
   • The Credit will remain associated with the Service Address. In the event the account for the Service Address associated with this Agreement is removed, disconnected, and/or not in service, the Credit(s) will be handled according to Section 8 of this Agreement.
7. Additional Acknowledgements. The parties further acknowledge and agree that:
   • Customer will not have access to the Solar Array for any purpose, unless otherwise provided by NES in its sole discretion.
   • Customer is not relying on any representation, warranty or promise with respect to the Solar Array made by or on behalf of NES, except to the extent specifically stated in this Agreement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SOLAR ARRAY IS BEING USED IN THE NES COMMUNITY SOLAR PROGRAM AS IS, WHERE IS, AND WITHOUT WARRANTY. ANY WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
   • Except as expressly provided in this Agreement, Customer may not assign, gift, bequeath, or otherwise transfer this License for the output of a solar panel to any other individual or entity.
8. Transfer/Assignment/Gift/Beneficiary Designation. Subject to the provisions of this Section and with notice to NES:
   • Customer may elect to transfer the Service Address to which the Credit for the solar panel will apply, provided such Service Address is within NES’s service territory. Alternatively, Customer may irrevocably assign its Credit to another account in NES’s service territory. Customer will notify NES of such requested transfer at least ten (10) days prior to the requested effective date, which notice will include:
     1. Customer’s name, mailing address, and additional contact information;
     2. The current Service Address;
     3. The new Service Address;
     4. The requested effective date of such change; and
     5. Assignee’s Name, NES Account Number, and Address. (if applicable).
   • In the event the applicable Service Address associated with this Agreement is removed and/or not in active service and the Customer has not directed NES to transfer or assign the Credit(s) to a different account within thirty (30) days, the Credit(s) of these panels will be transferred to the Solar Angel program, currently managed by The Community Foundation of Middle Tennessee, Inc., for the remainder of the Term.
   • Customer may elect to gift Credit(s) to a third party beneficiary (“Recipient”), provided such Recipient resides within NES’s service territory and accepts the terms and conditions of this Agreement. Within thirty (30) days from the Effective Date of this Agreement, Customer must provide NES the following information for the Recipient: name, NES account number, and address. Failure of Customer to provide this information and/or Recipient to accept the terms and conditions of this Agreement will result in such Credit(s) being transferred to the Solar Angel program, currently managed by The Community Foundation of Middle Tennessee, Inc., unless Customer revokes the gift with NES: (1) prior to NES’s notice of Recipient’s acceptance or (2) within thirty (30) days from the Effective Date of this Agreement.
   • Prior to Customer’s death, Customer may designate a third party beneficiary (“Beneficiary”) to receive the Credit(s) for the remainder of the Term, provided such Beneficiary resides within NES’s service territory. Customer must provide NES the following information for the Beneficiary: name, NES account number, and address. Failure to designate a Beneficiary will result in such Credit(s) being transferred to the Solar Angel program currently managed by The Community Foundation of Middle Tennessee, Inc. for the remainder of the Term.
9. No Partnership, etc. Nothing in this Agreement shall be construed as creating any partnership, joint venture, or other business relationship between the parties. Customer shall not, for any purpose, be considered to be an agent of NES.
10. Impact on Electric Service and Policy. Nothing in this Agreement shall be deemed to alter or modify any rate, charge, term, or condition of the electric service provided by NES to Customer or to modifying in any way Customer’s rights and obligations as a Customer of NES. All of NES’s rates, charges, terms, and conditions of electric service shall remain subject to change in accordance with applicable law, as well as NES’s policies and bylaws at any time.
11. Taxes, Fees and Charges. Customer shall be responsible for all federal, state or local taxes or similar fees or charges, if any, that are applicable to the payment of the License Fee or to the receipt of the Credit(s), as such laws may be amended, interpreted or applied from time to time.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings, and all other communications between the parties. This Agreement may not be released, discharged, or modified except by an instrument in writing signed by a duly authorized representative of each of the parties.
13. Governing Law/Jurisdiction/Venue. This Agreement shall be deemed to have been made in, and shall be construed under, the laws of the State of Tennessee, without regard to the principles of conflicts of laws thereof. The parties acknowledge and agree that a court of competent jurisdiction located in Davidson County, Tennessee shall have exclusive jurisdiction in any action or proceeding arising under or relating to this Agreement.