Solar Energy Projects: Structuring EPC Agreementsmedia.straffordpub.com/products/solar-energy... · · 28.11.2017 The Final System Nameplate Capacity for the System shall not be

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Solar Energy Projects:

Structuring EPC Agreements Unique Issues in Solar PV EPCs, Performance Guarantees and Defect Warranties

Today’s faculty features:

1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific

TUESDAY, NOVEMBER 28, 2017

Meredith L. Hiller, Esq., Holland & Knight, Boston

Stephen J. Humes, Partner, Holland & Knight, New York

NOTE: This is not a legal document to be used for any specific transaction without review

and revisions by qualified counsel.

© Holland & Knight LLP – ALL RIGHTS RESERVED

PV SYSTEM ENGINEERING, PROCUREMENT

AND CONSTRUCTION AGREEMENT

_______________________

between

[CONTRACTOR’S NAME]

and

[OWNER’S NAME]

dated as of

______ __, 2017



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TABLE OF CONTENTS

1. DEFINITIONS .....................................................................................................................1

2. RULES OF INTERPRETATION ........................................................................................1

3. CONTRACT PRICE AND SYSTEM SIZE ........................................................................1

3.1 System Contract Price ..............................................................................................1

3.2 Intentionally Omitted ...............................................................................................1

3.3 Payments of System Contract Price .........................................................................1

3.4 Intentionally omitted ................................................................................................3

3.5 Inclusions and Exclusions from Contract Price .......................................................3

3.6 Manner of Payments ................................................................................................4

4. CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLATION ..........................4

4.1 Approvals Termination ............................................................................................4

4.2 Intentionally Omitted ...............................................................................................5

5. APPROVALS; PERMITS; SOLAR INCENTIVES ...........................................................5

5.1 Utility Approval .......................................................................................................5

5.2 Governmental Approvals| ........................................................................................5

5.3 Solar Incentives ........................................................................................................6

5.4 Intentionally omitted ................................................................................................6

6. PROCUREMENT, INSTALLATION AND TESTING OF SYSTEM ..............................6

6.1 Limited Scope Work ................................................................................................6

6.2 Procurement/Delivery ..............................................................................................6

6.3 Installation Work .....................................................................................................7

6.4 Substantial Completion ............................................................................................8

6.5 Final Completion .....................................................................................................8

6.6 Contractors .............................................................................................................10

6.7 Change Orders .......................................................................................................10

7. SYSTEM MILESTONE SCHEDULE ..............................................................................11

8. SYSTEM OWNERSHIP, OPERATIONS, TRANSFER AND OWNERSHIP OF

ENVIRONMENTAL ATTRIBUTES ...............................................................................11

8.1 Title Transfer; Risk of Loss ...................................................................................11

8.2 Ownership of Environmental Attributes ................................................................11

8.3 Owner of the System ..............................................................................................12

9. ADDITIONAL OWNER AND SAFARI RESPONSIBILITIES ......................................12

9.1 Additional Owner and Contractor Responsibilities ...............................................12

10. REPRESENTATIONS AND WARRANTIES..................................................................15

10.1 Warranties Relating to Agreement Validity ..........................................................15

10.2 Additional Representations and Warranties of Owner ..........................................16

10.3 System Warranties .................................................................................................16

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10.4 Installation Warranty .............................................................................................16

10.5 Equipment Warranties ...........................................................................................16

10.6 Performance Guaranty ...........................................................................................17

10.7 No Other Representations and Warranties .............................................................17

10.8 EXCLUSION OF WARRANTIES........................................................................17

10.9 O&M Agreement ...................................................................................................17

11. FORCE MAJEURE ...........................................................................................................17

11.1 Definition ...............................................................................................................17

11.2 Excused Performance.............................................................................................17

11.3 Termination in Consequence of Force Majeure Event ..........................................18

12. DEFAULT .........................................................................................................................18

12.1 Default.................................................................... Error! Bookmark not defined.

12.2 Remedies ................................................................ Error! Bookmark not defined.

13. INTENTIONALLY OMITTED ........................................................................................18

14. LIMITATION OF LIABILITY .........................................................................................18

15. ASSIGNMENT ..................................................................................................................18

15.1 Assignment by Contractor ..................................... Error! Bookmark not defined.

15.2 Assignment by Owner............................................ Error! Bookmark not defined.

16. CONFIDENTIALITY........................................................................................................18

16.1 Confidentiality Obligation ..................................... Error! Bookmark not defined.

16.2 Permitted Disclosures ............................................ Error! Bookmark not defined.

16.3 Goodwill and Publicity .......................................... Error! Bookmark not defined.

16.4 Enforcement of Confidentiality Obligation ........... Error! Bookmark not defined.

17. INDEMNITY ................................................. ERROR! BOOKMARK NOT DEFINED.

18. INSURANCE .....................................................................................................................18

18.1 Coverages ............................................................... Error! Bookmark not defined.

18.2 Cross Liability Coverage ....................................... Error! Bookmark not defined.

18.3 Insurers ................................................................... Error! Bookmark not defined.

18.4 Evidence of Insurance ............................................ Error! Bookmark not defined.

18.5 No Waiver .............................................................. Error! Bookmark not defined.

18.6 Failure to Maintain Coverage ................................ Error! Bookmark not defined.

18.7 Right to Purchase Insurance................................... Error! Bookmark not defined.

18.8 Certified Copies ..................................................... Error! Bookmark not defined.

18.9 No Representation of Coverage Adequacy ............ Error! Bookmark not defined.

19. DISPUTE RESOLUTION .................................................................................................18

19.1 Procedure ............................................................... Error! Bookmark not defined.

19.2 Informal Resolution ............................................... Error! Bookmark not defined.

19.3 Litigation ................................................................ Error! Bookmark not defined.

19.4 Continuance of Work During Dispute ................... Error! Bookmark not defined.

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20. MISCELLANEOUS ..........................................................................................................18

20.1 Amendments; Change Orders ................................................................................18

20.2 TIME OF THE ESSENCE; Standards ...................................................................18

20.3 Limited Effect of Waiver .......................................................................................18

20.4 Incorporation of Preamble, Recitals, Appendices, Schedules and Exhibits ..........18

20.5 Singular, Plural and Gender ...................................................................................18

20.6 No Construction Against Draftsman ......................................................................19

20.7 WAIVER OF JURY TRIAL ..................................................................................19

20.8 Headings ................................................................................................................19

20.9 Entire Agreement ...................................................................................................19

20.10 Survival ..................................................................................................................19

20.11 Governing Law and Jurisdiction ............................................................................19

20.12 Severability ............................................................................................................19

20.13 Relation of the Parties ............................................................................................19

20.14 Successors and Assigns..........................................................................................19

20.15 Counterparts ...........................................................................................................19

20.16 Attorneys’ Fees ......................................................................................................19

20.17 Notices ...................................................................................................................19

APPENDICES AND SCHEDULES

Appendix A Definitions

Schedule 1 Description of System

Schedule 2 Work

Schedule 3 Milestone Schedule

Schedule 4 Reports, Plans and other Documentation Regarding Hazardous Substances

Schedule 5 System Performance Guaranty

Schedule 6 Form of Waiver and Release of Lien upon Installment Payment

Schedule 7 Form of Waiver and Release of Lien upon Final Payment

Schedule 8 Tenant Restrictions – Leases and Power Purchase Agreements

Schedule 9 Form of O&M Agreement

Schedule 10 Site Description

Schedule 11 Applicable Permits

Schedule 12 Testing and Commissioning Program



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PV SYSTEM ENGINEERING, PROCUREMENT AND CONSTRUCTION

AGREEMENT

This PV System Engineering, Procurement and Construction Agreement (this

“Agreement”) is made and entered into as of this __ day of ______, 2017 (the “Effective Date”),

by and between [ENTITY NAME], a [STATE] [ENTITY TYPE] (“Contractor”), and

[ENTITY NAME], a [STATE] [ENTITY TYPE] (“Owner”). Owner and Contractor are

sometimes referred to generically and in the singular in this Agreement as a “Party” and

collectively in this Agreement as the “Parties.”

WHEREAS, Owner owns the land and improvements comprising the [SITE

NAME], located at [ADDRESS], as shown on Schedule 10 (“Site”); and

WHEREAS, Owner desires that Contractor design, engineer, permit, procure and

install the System at the Site and perform the other services set forth in this Agreement, and

Contractor is willing to do the same, upon the terms and subject to the conditions set forth

herein.

NOW THEREFORE, in consideration of the mutual promises and agreements set

forth below, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS. In addition to the other words and phrases specifically defined

elsewhere in this Agreement, in the recitals of this Agreement, in the appendices attached

to this Agreement and in the schedules attached to this Agreement, words and phrases

used in this Agreement, where capitalized, are defined as set forth in the definitions set

forth in Appendix A attached hereto.

2. RULES OF INTERPRETATION.

3. CONTRACT PRICE AND SYSTEM SIZE.

3.1 System Contract Price. The total price (“System Contract Price”) that Owner

will pay to Contractor pursuant to this Agreement is System Constant multiplied

by the Final System Nameplate Capacity. The System Contract Price for the

System shall not exceed the System Contract Price. The Final System Nameplate

Capacity for the System shall not be more than [XX] percent ([XX]%) greater

than the DC System Size or more than [XX] percent ([XX]%) less than the DC

System Size. The “DC System Size” of the System is set forth in Schedule 1,

attached hereto. The Final System Nameplate Capacity for the System may be up

to [XX] percent ([XX]%) greater than the DC System Size or up to [XX] percent

([XX]%) less than the DC System Size without the consent of the Owner and

without the need for a Change Order, provided that Contractor shall provide

Owner with prompt written notice of such difference in the DC System Size.

3.2 Intentionally Omitted.

3.3 Payments of System Contract Price.

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(a) Intentionally Omitted.

(b) Owner shall pay the System Contract Price to Contractor in installments

(each an “Installment Payment”) when certain milestones (each a

“Contractor Milestone”) are achieved, as follows:

(i) [XX] percent ([XX]%) of the System Contract Price on the

Effective Date;

(ii) [XX] percent ([XX]%) of the System Contract Price upon the

placing by Contractor of the order for the Modules for the System

and the verification of said order to the Owner, including

presentation of purchase orders to the Owner;

(iii) [XX] percent ([XX]%) of the System Contract Price upon delivery

of the racking for the System to the Site;

(iv) [XX] percent ([XX]%) of the System Contract Price upon the

delivery of the Modules for the System to the Site, at which point

Owner shall be deemed to have paid all amounts owed for the

purchase of the Modules;

(v) [XX] ([XX]%) of the System Contract Price upon the installation

of the racking for the System;

(vi) [XX] ([XX]%) of the System Contract Price upon Substantial

Completion;

(vii) [XX] ([XX]) of the System Contract Price, subject to adjustment

caused by an increase or decrease in the System Contract Price to

the extent that the DC System Size is smaller than or larger than

the Final System Nameplate Capacity, upon Final Completion.

Prior to receiving an Installment Payment for the completion of a

Contractor Milestone, Contractor shall submit to Owner a written

application (“Installment Application”) establishing that Contractor has

achieved the particular Contractor Milestone, which Installment

Application shall include, but not be limited to: substantiating data and

information, as required by Owner; a certification from Contractor that the

Labor Work and/or materials which are the subject of the particular

Contractor Milestone are free from all defects and are in accordance with

the Final Construction Drawings and all Approvals; and waivers of lien, in

the form attached hereto as Schedule 6, from Contractor and from all

subcontractors and suppliers who are furnishing, on an aggregate basis, in

excess of $[XX] worth of labor, materials, equipment or services for the

Work. In each case where an Installment Payment will include money for

a final payment to a subcontractor performing Labor Work or to a vendor

supplying materials or equipment, the Installment Application shall also

3


include a final waiver of lien, in the form attached hereto as Schedule 7,

from the subcontractor providing the particular Labor Work and/or the

vendor supplying the particular materials or equipment. Acceptance of

said Installment Payment from Owner by Contractor shall constitute full

waiver and release by said subcontractor and/or vendor and by Contractor

of all claims against Owner arising out of the Labor Work, materials or

equipment provided by said subcontractor or vendor. To the extent

approved by Owner in accordance with this Agreement, and subject to

withholding for improper performance of the Work, defective Work,

defective materials or equipment, claims or potential claims of unpaid

subcontractors or suppliers of which Owner has notice, other damage to

the Owner related to the Work, or otherwise as provided in this

Agreement, Owner shall pay Contractor the Installment Payment

requested by Contractor within [XX] ([XX]) days following receipt by

Owner from Contractor of an Installment Application.

(c) Final Completion. In order to achieve Final Completion as defined in

Section 6.5, installation of the System must be in strict accordance with

this Agreement, Contractor shall have fully complied with

Subsection 9.1(h) of this Agreement and Owner must have received: (i) a

certification from Contractor that all Contractor Parties have been paid in

full, and (ii) final waivers of lien, in the form attached hereto as Schedule

7, from Contractor and all the Contractor Parties. Acceptance of the final

Installment Payment by Contractor shall constitute full waiver and release

by Contractor for the System. Contractor shall submit and deliver and

assign all Warranties, guaranties, as-builts and other closeout documents

for the System to Owner as preconditions to Owner’s payment of the final

Installment Payment of the System Contract Price.

3.4 Intentionally omitted.

3.5 Inclusions and Exclusions from Contract Price.

(a) The System Contract Price for the System includes, without limitation, the

cost of the Modules, the cost of the storage of the Modules, the costs of:

structural improvements to the Site and buildings and/or improvements

thereon; electrical system upgrades to the Site and buildings and/or

improvements thereon, including any materials required for such

improvements; the Work for the design, permitting, installation and

interconnection of the System; all materials and equipment comprising the

System; modifications to the System required by the Local Electric Utility;

all Work, materials and equipment required to interconnect the System to

the electric distribution system of the Local Electric Utility; repairs or

changes to the electric system of the Site, the buildings and/or

improvements thereon; roof repairs required for the Work; taxes and fees

of Governmental Agencies and Local Electric Utilities associated with any

Approvals; and any costs associated with the presence of Hazardous

4


Substances in, on or under the Site and/or any of the buildings and/or

improvements thereon if the presence of said Hazardous Substances is set

forth in any of the reports, plans and other documentation listed in

Schedule 4 of this Agreement. Any costs for the System associated with

the presence of Hazardous Substances in, on or under the Site and/or any

of the buildings and/or improvements thereon if the presence of said

Hazardous Substances is not set forth in any of the reports, plans and other

documentation listed in Schedule 4 of this Agreement are excluded from

the System Contract Price for the System. Any costs for the System that

are the subject of a Change Order signed by Owner and Contractor and

due to a change requested by Owner, prior to Contractor incurring or

committing to incur any such cost, are excluded from the System Contract

Price.

(b) Notwithstanding anything to the contrary contained in this Agreement, the

costs of the following are included in the System Contract Price and the

System Contract Price and any of the following costs above the System

Contract Price will be Contractor’s sole costs, expense and responsibility:

(i) Intentionally omitted.

(ii) Any tariffs charged by the United States government, whether

retroactive or not, (“Tariffs”) on any components of the System.

(c) The System Contract Price shall not include any costs associated with any

changes to the System, Installation Work, Commissioning Work or Final

Completion Tasks required due to circumstances Contractor was aware of,

or should have been aware of as a result of the completion of the Limited

Scope of Work and Procurement and Transportation Work. Any such

costs shall be Contractor’s sole costs, expense and responsibility.

3.6 Manner of Payments. All payments from Owner to Contractor set forth in

Section 3.3 hereof are due and payable as provided in Section 3.3 hereof. All of

the aforesaid payments from Owner to Contractor shall either be by check sent to

the address of Contractor set forth in Section 20.17 hereof or by wire transfer in

lawful currency of the United States and pursuant to the following wire transfer

instructions:

Bank:

ABA:

Account:

Account Name:

4. CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLATION.

4.1 Approvals Termination. If, within [XX] ([XX]) days of the Notice to Proceed, the

Approvals, other than final electrical approval (on Substantial Completion of the

5


System) of the municipality in which the System is located and the final approval

(on Substantial Completion of that System) of Local Electric Utility serving the

Site are not obtained, Owner can terminate this Agreement by written notice to

Contractor and upon such termination, this Agreement shall be null, void and of

no further force or effect, except that Contractor shall deliver the Termination

Deliverables prepared or under progress on the date of termination to Owner

within [XX] ([XX]) days of Contractor’s receipt of the Owner’s notice of said

termination.

4.2 Intentionally Omitted.

5. APPROVALS; PERMITS; SOLAR INCENTIVES.

5.1 Utility Approval. Contractor shall obtain, with the reasonable assistance of

Owner, all necessary approvals from the Local Electric Utility, including but not

limited to interconnection approval (collectively “Local Electric Utility

Approvals”), to install and operate the System at the Site, interconnect the System

to the electrical distribution System of the Local Electric Utility and conduct the

complete Work for the System, including the submission of interconnection

permit applications and interconnection agreements for interconnection of the

System with the electrical distribution system of the Local Electric Utility, and to

allow for net metering of the System. For the avoidance of doubt, Contractor will

be responsible for the submittal, management, and oversight of the application

process until the Local Electric Utility Approvals are obtained, provided that

Owner provides the information, property access, and signatures necessary for

Contractor to carry out this duty. All applications, plans, agreements and other

documents submitted to the Local Electric Utility shall be subject to the prior

written approval of Owner; provided that if the Owner does not provide said

written approval or a written disapproval of any application, plan, agreement or

other document submitted to Owner by Contractor pursuant to the notice

provisions of this Agreement within [XX] ([XX]) Business Days of Owner’s

receipt of same, then Owner is deemed to have approved the particular

application, plan, agreement or other document submitted to Owner.

Notwithstanding anything to the contrary set forth in this Section 5.1, Contractor

is not required to commence or prosecute any litigation, arbitration or

administrative proceedings to obtain any Local Electric Utility Approvals, and its

failure to do so shall not be an Event of Default.

5.2 Governmental Approvals|. Contractor shall obtain, with the reasonable assistance

of Owner, all Governmental Approvals necessary for the installation and the

operation of the System at the Site in compliance with Applicable Law. The

assistance of Owner may include provision by Owner of electrical drawings and

structural drawings for each Site. For the avoidance of doubt, Contractor will be

responsible for the submittal, management, and oversight of the application

process for all Governmental Approvals until the Governmental Approvals are

obtained, provided that Owner provides the information, property access, and

signatures necessary for Contractor to carry out this duty. All applications, plans,

6


agreements and other documents submitted to any Governmental Authority shall

be subject to the prior written approval of Owner; provided that if the Owner does

not provide said written approval or a written disapproval of any application, plan,

agreement or other document submitted to Owner by Contractor pursuant to the

notice provisions of this Agreement within [XX] ([XX]) Business Days of

Owner’s receipt of same, then Owner is deemed to have approved the particular

application, plan, agreement or other document submitted to Owner.

Notwithstanding anything to the contrary set forth in this Section 5.2, Contractor

is not required to commence or prosecute any litigation, arbitration or

administrative proceedings to obtain any Governmental Approvals necessary for

the installation and the operation of the System at the Site, and its failure to do so

shall not be an Event of Default.

5.3 Solar Incentives. Contractor shall obtain, with the reasonable assistance of

Owner, all the Solar Incentives, including but not limited to, preparing, filing,

refilling and processing all of the necessary applications and related

documentation required for Owner to obtain the Solar Incentives. In fulfilling its

obligations under this Section 5.3, Contractor shall act diligently and use all

commercially reasonable and necessary efforts to obtain the Solar Incentives. For

the avoidance of doubt, Contractor will be responsible for the submittal,

management, and oversight of the application process, provided that Owner

provides the information, property access, and signatures necessary for Contractor

to carry out this duty. All applications, plans, agreements and other documents

submitted to any Governmental Authority, and/or Local Electric Utility, as

applicable, shall be subject to the prior written approval of Owner; provided that

if the Owner does not provide said written approval or a written disapproval of

any application, plan, agreement or other document submitted to Owner by

Contractor pursuant to the notice provisions of this Agreement within [XX]

([XX]) Business Days of Owner’s receipt of same, then Owner is deemed to have

approved the particular application, plan, agreement or other document submitted

to Owner. Notwithstanding anything to the contrary set forth in this Section 5.3,

Contractor is not required to commence or prosecute any litigation, arbitration or

administrative proceedings to obtain any Solar Incentives, and its failure to do so

shall not be an Event of Default.

5.4 Intentionally omitted.

6. PROCUREMENT, INSTALLATION AND TESTING OF SYSTEM.

6.1 Limited Scope Work. Upon the Notice to Proceed, Contractor shall perform the

Limited Scope of Work.

6.2 Procurement/Delivery. Contractor shall perform the Procurement/Transportation

Work for the System in accordance with the Milestone Schedule for the System.

Contractor shall procure all of the components of the System, set forth on

Schedule 1 and all other components of the System required for said System to

achieve Commercial Operation and Final Completion. As part of the

7


Procurement/Transportation Work, Contractor shall cause the preparation of all

design drawings and all final construction drawings, which shall be subject to the

Owner’s review and prior written approval, (“Final Construction Drawings”) of

the System and the mounting of the System on, each Roof area of the Site;

provided that if the Owner does not provide said written approval or a written

disapproval of any Final Construction Drawing submitted to Owner by Contractor

pursuant to the notice provisions of this Agreement within [XX] ([XX]) Business

Days of Owner’s receipt of same, then Owner is deemed to have approved the

particular Final Construction Drawing submitted to Owner. The term “Final

Construction Drawings” includes a signed, sealed certification by a professional

structural engineer, licensed in the state in which the Site is located, that the

installation of the System on each Roof will not damage or impair the structural

integrity of the building on which that Roof is located. All of the components of

the System set forth on Schedule 1 and all other components of the System

required for the System to achieve Commercial Operation and Final Completion

shall be new.

6.3 Installation Work.

(a) Contractor shall cause the System to be installed on the Site in accordance

with:

(i) all installation specifications provided by the manufacturer and

vendor of each component of the System,

(ii) the Final Construction Drawings for the System,

(iii) the Local Electric Utility’s interconnection requirements,

(iv) Applicable Law,

(v) Prudent Utility Practice,

(vi) All Approvals for that System,

(vii) Schedule 1,

(viii) Schedule 2, and

(ix) Schedule 3.

(b) Contractor shall provide, as part of the System Contract Price for the

System, system monitoring equipment and [XX] ([XX]) years of

monitoring services with the data monitoring system set forth in

Schedule 1, attached hereto or a system that is of the same quality and

which functions in the same manner (the “Monitoring Equipment”). Any

monitoring displays and or kiosks, which will be chosen at the sole

discretion of the Owner, will be acquired at an additional cost above the

8


System Contract Price for the System. Contractor shall install the

Monitoring Equipment as part of the Installation Work.

6.4 Substantial Completion. Contractor will have achieved substantial completion

(“Substantial Completion”) of the System when all of the Modules, inverters and

racking and mounting hardware for the System have been installed and wired.

6.5 Final Completion. Contractor will have achieved final completion (“Final

Completion”) of the System when the System is in Commercial Operation and the

Final Completion Tasks set forth in Schedule 2 and below are complete.

(a) Interconnection. Contractor shall use commercially reasonable efforts to

arrange for interconnection by the Local Electric Utility of the System and

all portions thereof to the electric distribution system of the Local Electric

Utility immediately upon Substantial Completion of the System or portion

thereof, as applicable. Contractor shall lead the interconnection process

and manage required testing and commissioning. Subject to the

provisions of Subsection 9.1(g) hereof, Owner shall provide the Local

Electric Utility reasonable access to the Site to conduct inspections and

shall cooperate with the Local Electric Utility in providing necessary

documentation and consents.

(b) Commissioning and System Acceptance Testing.

(i) Contractor shall perform the Commissioning Work as set forth in

Schedule 2.

(ii) As part of Final Completion of the System, the Contractor Parties

shall perform, or cause to be performed, all tests, approvals and

inspections of the Work required by all Governmental Authorities,

the Local Electric Utility and as otherwise reasonably necessary,

appropriate or customary to assure the Commercial Operation and

the proper operation of the System in accordance with all

Approvals of the System, Applicable Law and solar industry best

practices (collectively “System Acceptance Testing”). Contractor

shall notify Owner not less than [XX] ([XX]) Business Days prior

to the anticipated date of System Acceptance Testing for the

System or portion thereof, which shall be conducted to ensure that

the System is operational and able to be interconnected to the

electric distribution system of the Local Electric Utility. Owner

shall have the right, but not the obligation, to be present at and

observe the System Acceptance Testing. Contractor shall obtain

written confirmation of the results thereof and conformity of such

results with the then-agreed design of the System from the

contractor performing the System Acceptance Test. If, for any

reason, the System does not satisfactorily complete the System

Acceptance Test (as determined by the contractor), Contractor

9


shall (or shall cause contractor to) repair or correct any defect or

deficiency that caused such failed test within [XX] ([XX]) days.

Upon completion of such repairs or correction, Contractor shall

cause such System Acceptance Test to be re-performed in

accordance with this Paragraph 6.5(b)(ii).

(c) Clean-up. Contractor shall keep the Site, including storage areas used by

it, free from accumulation of waste materials or rubbish arising out of the

Work, and prior to Final Completion of the System shall clean up, remove

and properly dispose of any such waste materials or rubbish from and

about the Site as well as remove all tools, equipment and materials of the

Contractor Parties.

(d) Liens. Contractor shall not place and shall not permit or suffer to be

placed by any Contractor Party any Liens on the Site. If any Liens are so

filed against the Site, Contractor shall cause such Liens to be removed,

satisfied and discharged of record against the Site within [XX] ([XX])

days of Contractor’s receipt of notice of such a Lien from Owner.

Notwithstanding anything to the contrary contained in this Agreement,

Contractor’s failure to comply with any provision of this Subsection 6.5(d)

shall be an immediate Event of Default by Contractor.

(e) Punch List. It is a condition of the Final Completion of the System and

Owner’s acceptance of that System that all of the requirements of this

Agreement with respect to Final Completion have been met to the

Owner’s reasonable satisfaction. Prior to Owner’s payment to Contractor

of that portion of the System Contractor Fee due on the Final Completion

of the System or portion thereof, and as pre-condition to Final Completion

of the System or portion thereof, Owner will provide Contractor with

written confirmation that Final Completion has been achieved with respect

to the System or portion thereof or with a punch list (“Punch List”) of

outstanding items with respect to the System or portion thereof, that do not

conform to the requirements of this Agreement. In the event that Owner

prepares a Punch List for the System or portion thereof, Final Completion

for the System or portion thereof, shall not be achieved until Owner and

Contractor each sign the Punch List stating that all of the items on the

Punch List have been completed in conformity with the requirements of

this Agreement.

(f) Roof Warranties. It is condition of the Final Completion of the System

that if Contractor has caused the roof warranty for any Roof to be voided

or impaired, Contractor shall, as part of the System Contract Price for the

System being installed on said Roof, perform all work and purchase all

materials necessary to fully reinstate said warranty for said Roof and shall

cause the full reinstatement of said warranty for said Roof.

10


(g) System Warranties. Contractor shall transfer the System Warranties to

Owner.

6.6 Contractors. Contractor may procure the services of contractors which in

Contractor’s reasonable judgment may be necessary to complete the Work and

Contractor’s other duties and obligations pursuant to this Agreement; provided

that no such engagement shall relieve Contractor of any of its obligations or

liabilities under this Agreement. All Contractor Parties shall discharge their

respective obligations in full compliance with this Agreement. As between

Owner and Contractor, Contractor shall be solely responsible and liable for the

acts, omissions or defaults of all Contractor Parties engaged pursuant to this

Section 6.6. Nothing in this Agreement shall be construed to impose on Owner

any obligation, liability or duty to a Contractor Party (other than Contractor)

engaged pursuant to this Section 6.6 or to create any contractual relationship

between any Contractor Party, (other than Contractor) or other third party and

Owner including, but not limited to, an obligation to pay or to see to the payment

of any moneys due any such Contractor Party (other than Contractor) or other

third party. No Contractor Party (other than Contractor) is intended to be nor

shall be deemed a third party beneficiary of this Agreement. Contractor shall

advise each Contractor Party of the substance of this Section 6.6 with regard to

the primary relationship between Owner and Contractor. Contractor shall carry

out its obligations under and pursuant to its agreements with Contractor Parties in

order to facilitate the timely completion of the Work without unnecessary disputes

and complications.

6.7 Change Orders. Except as provided in Section 3.1 of this Agreement, there shall

be no change to the Work for the System, the System Contract Price, the Final

Construction Drawings, the manufacturer and model, as set forth on Schedule 1,

of the components of the System, the System Warranties or the Milestone

Schedule for the System set forth on Schedule 3, collectively a “Change,” except

to the extent provided in a written instrument signed by Owner and Contractor (a

“Change Order”). Each Change Order shall state the Parties’ agreement to the

following as applicable:

(a) The change in the size of the System;

(b) The change in the Work for the System;

(c) The amount of the adjustment in the System Contract Price for the

System;

(d) The amount of the adjustment in the System Contract Price for the

System;

(e) The change in the Final Construction Drawings for the System;

11


(f) The change in the System components set forth on Schedule 1 for the

System; and/or

(g) The extent of the adjustment in the Milestone Schedule for the System.

The cost of any Change set forth in a Change Order shall be the actual cost of the

additional time and materials comprising the Change plus (in the case of an

Owner requested Change only) [XX] percent ([XX]%) of the actual cost of the

additional time and materials comprising the Change. Notwithstanding anything

to the contrary set forth in this Section 6.7, the increase or decrease in the size of

the System in DC Watts by [XX] percent ([XX]%) or less shall not be a Change.

7. SYSTEM MILESTONE SCHEDULE.

Contractor shall perform the Work in accordance with the milestones, set forth in

Schedule 3 (the “Milestone Schedule”), on or before the date set forth for achieving that

milestone set forth in the Milestone Schedule. Contractor shall achieve Substantial

Completion for the System on or before the Guaranteed Substantial Completion Date and

shall achieve Final Completion on or before the Guaranteed Final Completion Date. In

the event that Contractor fails to complete the Work required for any milestone set forth

in the Milestone Schedule, due to a Force Majeure Event or to delays by tenants of the

Site in signing interconnection applications and/or agreements, and/or providing access to

their leased areas, it shall pay Owner [XX] dollars ($[XX]) as liquidated damages for

each day that such milestone is not met until all necessary Work for completion of such

milestone is finished.

8. SYSTEM OWNERSHIP, OPERATIONS, TRANSFER AND OWNERSHIP OF

ENVIRONMENTAL ATTRIBUTES.

8.1 Title Transfer; Risk of Loss. Title, free of all Liens, to all components, materials

and supplies comprising or used in the installation of, the System shall pass to the

Owner upon the earlier of: (i) the date payment for the particular component,

material or supply is made by Owner, or (ii) the date on which the particular

component, material or supply is delivered to the Site. However, the risk of loss

for said components, materials and supplies comprising or used in the installation

of the System and for the System shall remain with Contractor until Final

Completion, and Contractor shall retain care, custody and control of said

components, materials and supplies comprising or used in the installation of the

System and the System until Final Completion. Title to each portion of the

System shall be in Owner when title to the first component of the System passes

to the Owner. Possession and control of each portion of the System, immediately

following Final Completion and acceptance of the System by Owner, shall be

turned over to Owner at which time title to the System shall be free of all Liens.

8.2 Ownership of Environmental Attributes. Owner will own all Environmental

Attributes associated with the System.

12


8.3 Owner of the System. Owner shall at all times, subject, however, to the provisions

of Section 8.1, retain title to and be the legal and beneficial owner of the System

and the System shall remain the property of the Owner or Owner’s assigns. The

Parties specifically acknowledge and agree that, subject, however, to the

provisions of Section 8.1, Owner shall be the owner of the System for federal

income tax purposes and, in that connection, shall be entitled to the depreciation

deductions associated with the System as well as any investment tax credits or

other income tax benefits provided under the Applicable Law to which the

System’s owner may be entitled.

9. ADDITIONAL OWNER AND SAFARI RESPONSIBILITIES.

9.1 Additional Owner and Contractor Responsibilities.

(a) Health and Safety. Owner shall keep the Site, at all times from the

Installation Commencement Date through Final Completion, consistent

with Applicable Law pertaining to the health and safety of Persons and

property other than with respect to the obligations with respect to the Site

of Contractor under this Agreement. Contractor shall be responsible for

compliance with all Applicable Law pertaining to the health and safety of

the Contractor Parties and to the health and safety of all Persons on the

Site at any time as said health and safety is impacted on by the Work, the

System and the presence of the Contractor Parties on the Site.

(b) Hazardous Substances. Contractor is prohibited from bringing any

Hazardous Substances to the Site, unless otherwise expressly and

previously agreed in writing by the Owner and only to the extent and

subject to the conditions and requirements set forth in any such writing.

(c) Permitted Areas. Prior to any entry onto the Site by any Contractor Party

to perform any Work other than the Limited Scope of Work and the

Engineering, Contractor shall prepare and Owner shall have approved in

writing, plans for the Site, showing the locations of: (i) the portions of the

Site where the System is to be installed (collectively “Installation

Areas”); (ii) the staging areas (collectively “Staging Areas”) for the

installation of the System; (iii) the contractor and subcontractor parking

areas (collectively “Parking Areas”) for the installation of the System;

(iv) the laydown areas and equipment delivery areas (collectively

“Laydown Areas”) for the installation of the System; and (v) the locations

on the Site (collectively “Access Areas”) where the Contractor Parties can

obtain access to the aforesaid locations. The Installation Areas, the

Staging Areas, the Parking Areas, the Laydown Areas and the Access

Areas are referred to collectively in this Agreement as the “Permitted

Areas.” The Contractor Parties shall confine their installation of the

System to the Installation Areas. The Contractor Parties shall confine

their parking on the Site to the Parking Areas. The Contractor Parties

shall confine their staging for the installation of the System to the Staging

13


Areas. The Contractor Parties shall confine their equipment storage,

laydown and equipment deliveries to the Laydown Areas, and the

Contractor Parties shall only access the Permitted Areas through the

Access Areas.

(d) Tenants. The Contractor Parties shall not interfere with the use or quiet

enjoyment of any tenants of the Site and shall work diligently to comply

with any reasonable requests to accommodate Owner and/or its tenants

during the time that Contractor Parties are performing the Work. In

addition to and not in limitation of, the foregoing, the Contractor Parties

shall not materially or adversely interfere with the operations of any tenant

of the Site or of any of Owner’s operations at the Site. Further in addition

to and not in limitation of, the foregoing, the Contractor Parties shall

comply with all commercially reasonable tenant restrictions set forth in all

power purchase agreements (“PPAs”), for the purchase and sale of

electricity generated by the System, between Owner and tenants of the

Site. Further in addition to and not in limitation of, the foregoing, the

Contractor Parties shall comply with all those tenant restrictions in leases

between tenants of the Site and Owner and in PPAs set forth on Schedule

8 attached hereto.

(e) Security. From the Installation Commencement Date of the Work until

the Final Completion, Contractor shall be responsible for the security of

the System, including all stored equipment and materials during

installation and until Final Completion and shall take whatever security

measures are necessary for protection from loss or damage to the System

and said stored equipment and materials. Additionally, Owner agrees to

continue to provide, during the term of this Agreement, with respect to the

Site, whatever security, if any, Owner provided for the Site as of the

Effective Date.

(f) Taxes and Fees. Owner shall pay for all documented taxes imposed by

any Governmental Authority on the purchase and installation of the

Systems. However, Contractor shall be responsible for all income,

payroll, construction and social security taxes imposed by any

Governmental Authority on any Contractor Party.

(g) Access to Sites. The Contractor Parties are only permitted access to the

Site subject to the requirements of and to the extent permitted by this

Subsection 9.1(g).

(i) Prior to any entry onto the Site by any Contractor Party, Contractor

shall provide Owner with [XX] ([XX]) Business Days prior written

notice of said entry, unless said entry is for an emergency

threatening property, health or safety in which event Contractor

shall give Owner such advance telephonic notice of said entry as is

practicable under the circumstances and shall within [XX] ([XX])

14


hours of said entry provide Owner with a written explanation of

such Entry.

(ii) Prior to and during all entries onto the Site by any Contractor

Party, Contractor shall have complied with and at all times be in

compliance with the requirements of Article 18 of this Agreement.

(iii) All entries onto the Site by any Contractor Party shall be in full

compliance with Subsection 9.1(b) and Subsection 9.1(d) of this

Agreement.

(iv) The Contractor Parties shall only enter onto the Permitted Areas

and all entries shall be in full compliance with Subsection 9.1(c) of

this Agreement.

(h) Roof Warranties. The roof of a building located on the Site on which roof

Contractor is installing or causing to be installed the System and which

has a roof warranty as of the date on which Contractor starts the

Installation Work for the System to be installed on that roof is referred to

in this Agreement as a “Roof.” Contractor shall meet all of the

requirements of the roofing manufacturer and/or installer of each Roof in

order to maintain the warranty for that Roof in full force and effect. If

Contractor causes the roof warranty for any Roof to be voided or

impaired, Contractor shall, as a condition of Final Completion and as part

of the System Contract Price for the System being installed on said Roof,

perform all work and purchase all materials necessary to fully reinstate

said warranty for said Roof and shall cause the full reinstatement of said

warranty for said Roof. Any repairs to a Roof required to continue an

existing roof warranty for a Roof are the responsibility of Contractor.

After a post-System installation inspection of a particular Roof by the

roofing manufacturer and/or installer of said Roof has been completed,

and said manufacturer and/or installer has confirmed in writing to Owner,

by way of a letter of acceptance from said manufacturer and/or installer

that said Roof is satisfactory to said manufacturer and/or installer, that the

roof warranty for said Roof remains in full force and effect, standard roof

manufacturer warranty terms shall apply and Owner shall resume all

responsibility for said Roof. The obligation of Contractor to obtain said

letter of acceptance from said manufacturer and/or installer that said Roof

is satisfactory to said manufacturer and/or installer survives Final

Completion.

(i) Health and Safety. Contractor shall cause the Contractor Parties to take all

necessary and reasonable safety precautions with respect to providing the

Installation Work and shall (and shall cause the Contractor Parties to)

comply in all material respects with all Approvals and Applicable Law

pertaining to the health and safety of persons and real and personal

property.

15


(j) Reports. Upon Owner’s issuance of the Notice to Proceed, Contractor

shall provide a monthly progress report (“Monthly Report”) to Owner, on

or before the [XX] ([XX]th

) Business Day of each month. The Monthly

Report shall contain a description of the status of completion of the

System, and Contractor shall be entitled to combine any Monthly Reports

under any PV System Engineering, Procurement and Construction

Agreements with Owner or its Affiliates and provide such Monthly

Reports as one compiled Monthly Report.

10. REPRESENTATIONS AND WARRANTIES.

10.1 Warranties Relating to Agreement Validity. As a material inducement to the

execution of this Agreement, each Party represents and warrants to the other Party

as of the Effective Date that:

(a) it is duly organized and validly existing and in good standing in the

jurisdiction of its organization, and is registered or qualified to conduct its

business in all jurisdictions where such qualification is necessary in order

for it to perform its obligations hereunder;

(b) it has the full right and authority to enter into, execute, deliver, and

perform its obligations under this Agreement;

(c) it has taken all requisite corporate or other action to approve the execution,

delivery, and performance of this Agreement;

(d) this Agreement constitutes its legal, valid and binding obligation

enforceable against such Party in accordance with its terms, except as may

be limited by applicable bankruptcy, insolvency, reorganization,

moratorium and other similar laws now or hereafter in effect relating to

creditors’ rights generally and by general equitable principles;

(e) there are no bankruptcy, insolvency, reorganization, receivership or other

arrangement proceedings pending or contemplated by such Party, or to the

best of its knowledge, threatened against it;

(f) there is no litigation, action, proceeding or investigation pending or, to the

best of its knowledge, threatened before any court or other Governmental

Authority by, against, affecting or involving any of its business or assets

that would materially adversely affect its ability to carry out the

transactions contemplated herein; and

(g) its execution and performance of this Agreement and the transactions

contemplated hereby do not constitute a breach of any term or provision

of, or a default under, (i) any contract or agreement to which it or any of

its Affiliates is a party or by which it or any of its Affiliates or its or their

property is bound, (ii) its organizational documents, (iii) any Applicable

Law, or (iv) intellectual property rights of others.

16


10.2 Additional Representations and Warranties of Owner. Owner further represents

and warrants to Contractor that Owner has a fee simple or leasehold interest in the

Site and prior to the Installation Commencement Date, Owner will have a

leasehold, easement or license interest in the Permitted Areas of the Site on which

the System is to be installed.

10.3 System Warranties. Contractor shall provide a full System warranty for all

design, installation, workmanship, material, components, parts and labor for the

System for a period of [XX] ([XX]) years from the date that the System

commences Commercial Operation (the “System Warranties”). Contractor’s

warranty of the equipment comprising the System shall be secondary to the

particular equipment manufacturer’s warranty for the particular piece of

equipment. This warranty does not include O&M and does not cover ordinary

wear and tear, such as replacing fuses. This warranty further excludes repairs or

replacements required because of the improper use of the System. This warranty

is void if any repairs or maintenance are performed other than through the O&M

Agreement, unless Contractor has defaulted under the O&M Agreement to the

extent that Owner has had to have repairs and/or maintenance performed other

than through the O&M Agreement, in which event this warranty remains in full

force and effect notwithstanding the performance of said repairs and/or

maintenance other than through the O&M Agreement.

10.4 Installation Warranty. Contractor shall provide a full warranty, for a period of

[XX] ([XX]) years from the date that the System commences Commercial

Operation, of all design, installation, workmanship, materials, components, parts

and labor for the affixing, mounting and connection of the System to each Roof

and the building on which said Roof is located which warranty includes all

preparation Work for the mounting of the System to the structural components of

that building and the connection of said System to the electrical system of that

building (the “Installation Warranty”). This warranty provided in this Section

10.4 is void if any repairs or maintenance are performed other than through the

O&M Agreement, unless Contractor has defaulted under the O&M Agreement to

the extent that Owner has had to have repairs and/or maintenance performed other

than through the O&M Agreement, in which event this warranty remains in full

force and effect notwithstanding the performance of said repairs and/or

maintenance other than through the O&M Agreement.

10.5 Equipment Warranties. In addition to Sections 10.3 and 10.4, Contractor shall

cause the manufacturers of all System equipment to provide market-standard

equipment warranties. Contractor shall pass on, assign to, and cause to vest in

Owner all available manufacturer, vendor and installer warranties for and related

to the System (the “Equipment Warranties”). These will include by way of

addition and not by way of limitation, for the System, a minimum of: [XX]

([XX]) years from the date of Commercial Operation of the manufacturer’s

warranty of all solar modules of the System, [XX] ([XX]) years from the date of

Commercial Operation manufacturer’s warranty of all the inverters of the System

17


and [XX] () years from the date of Commercial Operation manufacturer’s

warranty of all of the racking and mounting equipment of the System.

10.6 Performance Guaranty. Contractor shall provide a system performance guaranty

(the “System Performance Guaranty”) of the System. The System Performance

Guaranty shall commence on Commercial Operation and shall be identical in

form and substance to the System Performance Guaranty set forth in Schedule 5

attached hereto. In the event Contractor fails to achieve the Guaranty Level,

Contractor shall pay Owner Production Damages calculated as set forth in

Schedule 5.

10.7 No Other Representations and Warranties. Each Party acknowledges that it has

entered into this Agreement in reliance upon only the representations and

warranties in this Article 10, and that no other representations or warranties have

been made by the other Party with respect to the subject matter hereof.

10.8 EXCLUSION OF WARRANTIES. WITHOUT WAIVING ANY CLAIM

OWNER MAY HAVE AGAINST ANY OTHER MANUFACTURER,

VENDOR OR CONTRACTOR, OWNER ACKNOWLEDGES AND AGREES

FOR THE BENEFIT OF SAFARI THAT EXCEPT FOR THE WARRANTIES

EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE

PERFORMANCE GUARANTIES EXPRESSLY PROVIDED FOR IN THIS

AGREEMENT, SAFARI DOES NOT MAKE NOR SHALL BE DEEMED TO

HAVE MADE, AND EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED

WARRANTIES, AS TO THE VALUE, CONDITION, FITNESS FOR ANY

PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY

OR USE OF THE SYSTEM OR THE EQUIPMENT COMPRISING SAME.

10.9 O&M Agreement. Concurrently with the Parties’ execution of this Agreement,

the Parties shall execute the O&M Agreement in form and substance identical to

Schedule 9, attached hereto.

11. FORCE MAJEURE.

11.1 Definition. “Force Majeure Event” means [XX].

11.2 Excused Performance. Except as otherwise specifically provided in this

Agreement and except for a Party’s obligation to pay money, a Party shall not be

considered to have committed an Event of Default or be liable for any delay or

failure to comply with or perform its obligations under this Agreement, if and to

the extent that such delay or failure is attributable to the occurrence of a Force

Majeure Event; provided that the Party claiming relief under this Article 11 shall:

(a) notify the other Party in writing of the existence of the Force Majeure Event

within [XX] ([XX]) days, (b) promptly exercise all reasonable efforts necessary to

minimize delay caused by such Force Majeure Event, (c) notify the other Party in

writing of the cessation or termination of said Force Majeure Event within [XX]

18


([XX]) days and (d) promptly resume performance of its obligations hereunder as

soon as practicable thereafter.

11.3 Termination in Consequence of Force Majeure Event. If a Force Majeure Event

shall have occurred that has affected Contractor’s performance of its obligations

hereunder and that has continued for a period of [XX] ([XX]) consecutive days or

[XX] ([XX]) days in the aggregate, then Owner shall be entitled to terminate this

Agreement upon [XX] ([XX]) days’ written notice to Contractor. If at the end of

such [XX] ([XX]) day period such Force Majeure Event shall still continue, this

Agreement shall automatically terminate. Upon such termination of this

Agreement with respect to a Force Majeure Event, neither Party shall have any

liability to the other by reason of this Agreement except that Contractor shall

return any sums paid to Contractor by Owner with respect to any Work not

completed or underway as of the date of the Force Majeure Event within [XX]

([XX]) days and Contractor shall, at Owner’s election, either (i) restore the Site to

the condition the Site was in prior to the Installation Commencement Date,

reasonable wear and tear excepted, in which case all amounts paid by Owner to

Contractor for goods and services not yet delivered pursuant to this Agreement

shall be refunded to Owner within [XX] ([XX]) days, or (ii) deliver the

Termination Deliverables produced as of the date of such termination to Owner

and the Contractor Parties shall vacate the Site.

12. DEFAULT.

13. INTENTIONALLY OMITTED.

14. LIMITATION OF LIABILITY.

15. ASSIGNMENT.

16. CONFIDENTIALITY.

17. INSURANCE.

18. DISPUTE RESOLUTION.

19. MISCELLANEOUS.

19.1 Amendments; Change Orders.

19.2 TIME OF THE ESSENCE; Standards.

19.3 Limited Effect of Waiver.

19.4 Incorporation of Preamble, Recitals, Appendices, Schedules and Exhibits.

19.5 Singular, Plural and Gender.

19


19.6 No Construction Against Draftsman.

19.7 WAIVER OF JURY TRIAL.

19.8 Headings.

19.9 Entire Agreement.

19.10 Survival.

19.11 Governing Law and Jurisdiction.

19.12 Severability.

19.13 Relation of the Parties.

19.14 Successors and Assigns.

19.15 Counterparts.

19.16 Attorneys’ Fees.

19.17 Notices.

THE BALANCE OF THIS PAGE IS INTENTIONALLY

LEFT BLANK. SIGNATURE PAGES FOLLOW.

20


IN WITNESS WHEREOF and intending to be legally bound hereby, Contractor

and Owner have executed this Agreement as of the Effective Date.

[ENTITY NAME]

By:__________________________________

Name:

Title:

Date:

[ENTITY NAME]

By:__________________________________

Name:

Title:

Date:

21


APPENDIX A

Definitions

“Access Areas” has the meaning set forth in Subsection 9.1(c).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly

controlling, controlled by or under common control with such first Person. For the purposes of

this definition, “control” means, with respect to any Person, the possession, directly or indirectly,

of the power to direct or cause the direction of the management and policies of such Person,

whether through the ownership of voting securities or otherwise. “Control” may be deemed to

exist notwithstanding that a Person owns or holds, directly or indirectly, less than 50% of the

beneficial equity interest in another Person.

“Agreement” has the meaning set forth in the preamble.

“Applicable Law” means, with respect to any Person, any constitutional provision, law,

statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding,

injunction, registration, license, franchise, permit, authorization, application requirement,

application checklist, guideline, Governmental Approval, consent or requirement of any

Governmental Authority or Local Electric Utility having jurisdiction over such Person or its

property or its interconnection with the electric distribution system of the Local Electric Utility,

enforceable at law or in equity, including the interpretation and administration thereof by such

Governmental Authority or the published interpretation and administration thereof by such Local

Electric Utility.

“Approval Work” has the meaning set forth in Schedule 2.

“Approvals” means all: Local Electric Utility Approvals, Governmental Approvals and

all Solar Incentives for and/or with respect to the System, with all appeal periods therefrom

having expired without any appeals thereof being taken.

“Breach” has the meaning set forth in Subsection 12.1(e).

“Business Day” means any day other than Saturday, Sunday or any other day on which

banking institutions in New York, NY are required or authorized by Applicable Law to be closed

for business.

“Change” has the meaning set forth in Section 6.7.

“Change Order” has the meaning set forth in Section 6.7.

“Commercial Operation” means that the System is: (a) fully functioning and

interconnected to the electrical distribution system of the Local Electric Utility in accordance

with all Approvals and Applicable Law and (b) the System is fully functioning, producing

electricity and supplying electricity to the Local Electric Utility in accordance with Applicable

Law, all Approvals, the PPA and all of the terms and provisions of this Agreement.

22


“Commissioning Work” has the meaning set forth in Schedule 2.

“Contractor” has the meaning set forth in the preamble.

“Contractor Parties” means collectively Contractor, its contractors, subcontractors, sub-

subcontactors, vendors and materialmen and the officers, partners, members and direct and

indirect employees of any of them.

“DC System Size” has the meaning set forth in Section 3.1.

“Defective Work” when applied to any Work, means any Work that does not materially

comply with any of the EPC Requirements.

“Dispute” has the meaning set forth in Section 19.2.

“Effective Date” has the meaning set forth in the preamble.

“Engineering” has the meaning set forth in Schedule 2.

“Environmental Attributes” means all environmental characteristics, environmental

claims, environmental credits, environmental benefits, environmental emissions reductions,

environmental offsets, environmental allowances and environmental allocations, howsoever

characterized, denominated, measured or entitled, attributable to the System, including any such

attributes initially created, denominated or defined after the Effective Date. Environmental

Attributes include but are not limited to: (i) any avoided emissions of pollutants to the air, soil or

water including but not limited to sulfur oxides (SOx), nitrogen oxides (NO), carbon monoxide

(CO), particulate matter and other pollutants; (ii) any avoided emissions of carbon dioxide

(CO2), methane (CH4) and other greenhouse gases that have been or may be determined by the

United Nations Intergovernmental Panel on Climate Change to contribute to the actual or

potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (iii) all set-

aside allowances and/or allocations from emissions trading programs, including but not limited

to allocations available under Applicable Law; and (iv) all credits, certificates, registrations,

recordations or other memorializations of whatever type or sort, representing any of the above,

including but not limited to all RECs. Environmental Attributes do not include production or

investment tax credits or grants associated with the construction or operation of the System or

other financial incentives in the form of credits, reductions, exemptions, deductions, adjustments

or allowances associated with the System that are applicable to a local, state or federal income

taxation obligation.

“EPC Requirements” means this Agreement, including any schedules, exhibits and

attachments hereto.

“Equipment Warranties” has the meaning set forth in Section 10.5.

“Event of Default” has the meaning set forth in Section 12.1.

“Final Completion” has the meaning set forth in Section 6.5.

23


“Final Completion Tasks” has the meaning set forth in Schedule 2.

“Final Construction Drawings” has the meaning set forth in Section 6.2.

“Final System Nameplate Capacity” means the technical full-load sustained direct

current electrical output of that System, indicated on a nameplate that is physically attached to

the System or to the Subsystems comprising the System, expressed in DC watts.

“Force Majeure Event” has the meaning set forth in Section 11.1.

“Governmental Approval” means any approval, consent, franchise, permit, certificate,

resolution, concession, license, or authorization issued by or on behalf of any applicable

Governmental Authority, with all appeal periods in which to appeal said approval, consent,

franchise, permit, certificate, resolution, concession, license, or authorization having expired

without any appeals thereof having been taken, including but not limited to, site plan and

variance approvals from municipal planning boards and zoning boards of adjustment.

“Governmental Authority” means any federal, state, regional, county, town, city, or

municipal government, whether domestic or foreign, or any department, agency, bureau, or other

administrative, regulatory or judicial body of any such government, including but not limited to,

the Commission, municipal planning boards and zoning boards of adjustment.

“Guaranteed Final Completion Date” means the date, set forth on Schedule 3, by which

Contractor shall achieve Final Completion.

“Guaranteed Substantial Completion Date” means the date, set forth on Schedule 3, by

which Contractor shall achieve Substantial Completion.

“Hazardous Substance” means (A) any substance which is listed, defined, designated or

classified under any Environmental Law as a (i) hazardous material, substance, constituent or

waste; (ii) toxic material, substance, constituent or waste; (iii) radioactive material, substance,

constituent or waste; (iv) dangerous material, substance, constituent or waste; (v) pollutant; (vi)

contaminant, or (vii) special waste; (B) any material, substance, constituent or waste regulated

under any Environmental Laws; or (C) petroleum, petroleum products, radioactive materials,

polychlorinated biphenyls, pesticides, asbestos, or asbestos-containing materials.

“Installation Areas” has the meaning set forth in Subsection 9.1(c).

“Installation Commencement Date” means the date that the Installation Work on the

System commences and Contractor provides written notice to Owner of such commencement.

“Installation Warranty” has the meaning set forth in Section 10.4.

“Installation Work” means the construction and installation of the System as set forth in

Schedule 2.

“Installment Application” has the meaning set forth in Section 3.3(b).

24


“Installment Payment” has the meaning set forth in Section 3.3(b).

“kWh” means kilowatt hour.

“Labor Work” means the labor to construct the System.

“Laydown Areas” has the meaning set forth in Subsection 9.1(c).

“Liens” means any demands, charges, claims, security interests, liens, encumbrances or

stop notices of any kind or nature.

“Limited Scope Work” has the meaning set forth and is described in Schedule 2.

“Local Electric Utility” means the electric distribution company in whose service area

the Site is located.

“Local Electric Utility Approvals” has the meaning set forth in Section 5.1.

“Milestone Schedule” has the meaning set forth in Section 7.

“Modules” means the photovoltaic modules which are part of the System.

“Monitoring Equipment” has the meaning set forth in Subsection 6.3(b).

“Monthly Report” has the meaning set forth in Subsection 9.1(j).

“Notice to Proceed” means the execution of this Agreement by Owner and Contractor

and constitutes the instruction and authorization to Contractor, from Owner, to start and perform

the entire Work.

“O&M” means at least semi-annual PV module cleaning, annual electrical and

mechanical inspection, responding to maintenance calls, two basic electrical repairs,

coordinating warranty claims with third-party vendors and monitoring the electrical production

of the System, as set forth in the O&M Agreement.

“O&M Agreement” means the agreement, in form and substance identical to Schedule 9,

entered into between the Parties, concurrently with their execution of this Agreement, for

Contractor to perform the O&M for the System.

“Owner” has the meaning set forth in the preamble.

“Parking Areas” has the meaning set forth in Subsection 9.1(c).

“Parties” and “Party” have the meaning set forth in the preamble.

“Permitted Areas” has the meaning set forth in Subsection 9.1(c).

25


“Person” means an individual, partnership, limited partnership, limited liability

partnership, corporation, limited liability company, business trust, joint stock company, trust,

unincorporated association, joint venture, firm, or other entity, or a Governmental Authority.

“PPAs” has the meaning set forth in Subsection 9.1(d).

“Procurement/Transportation Work” has the meaning set forth in Schedule 2.

“Prudent Utility Practice(s)” means the practices, methods, and acts (including the

practices, methods, and acts engaged in or approved by a significant portion of the renewable

energy electric power generation industry in the applicable region of the United States) that, at a

particular time, in the exercise of reasonable judgment in light of the facts known or that should

reasonably have been known at the time a decision was made, would have been expected to

accomplish the desired result in a manner consistent with Applicable Law, regulation, permits,

codes, standards, equipment manufacturer’s recommendations, reliability, safety, environmental

protection, economy, good business practices and expedition. Prudent Utility Practice(s) are not

intended to be limited to the optimum practice, method or act to the exclusion of others. With

respect to the System, Prudent Utility Practice(s) includes taking reasonable steps to ensure that:

A. equipment, materials, resources, and supplies, including spare parts inventories, are

available to meet the System’s needs;

B. sufficient operating personnel are available at all times and are adequately

experienced and trained and licensed as necessary to operate the System properly and efficiently,

and are capable of responding to reasonably foreseeable emergency conditions whether caused

by events on or off the Site;

C. preventive, routine, and non-routine maintenance and repairs are performed on a basis

that is reasonably expected to result in reliable, long term and safe operation, and are performed

by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

D. appropriate monitoring and testing are performed in a manner that is reasonably

expected to result in equipment functioning as designed;

E. equipment is not operated in a reckless manner, in violation of manufacturer’s

guidelines and warranties or in a manner unsafe to workers, the general public, or the

interconnected system or contrary Applicable Law, including any environmental laws, permits or

regulations or without regard to defined limitations such as, flood conditions, safety inspection

requirements, operating voltage, current, volt ampere reactive loading, frequency, polarity,

synchronization, and/or control system limits;

F. equipment and components meet or exceed the standard of durability that is generally

used for electric generation operations in the region and designed to function to the maximum

extent possible over the full range of ambient temperature and weather conditions reasonably

expected to occur at the Site and under both normal and emergency conditions; and

G. equipment, components, and processes are appropriately permitted with any

Governmental Authority and are operated and maintained in accordance with Applicable Law.

26


“Punch List” has the meaning set forth in Subsection 6.5(e).

“REC” means renewable energy certificate units that fully comply with the Applicable

Law of the Site’s state, as in effect on the Final Completion Date.

“Roof” has the meaning set forth in Subsection 9.1(h).

“Site” has the meaning set forth in the recitals.

“Solar Incentives” means those Governmental Authority and/or Local Electric Utility

incentives set forth in Schedule 1, attached hereto.

“Staging Areas” has the meaning set forth in Subsection 9.1(c).

“Substantial Completion” has the meaning set forth in Section 6.4.

“System” means the integrated assembly of photovoltaic panels, racking and mounting

assemblies, inverters, meters, data monitoring systems, disconnects, combiners, switches, wiring

devices and wiring, more specifically described in Schedule 1 and interconnected with the Local

Electric Utility to be provided by Contractor under this Agreement.

“System Acceptance Testing” has the meaning set forth in Paragraph 6.5(b)(ii).

“System Constant” means $_.___.

“System Contract Price” has the meaning set forth in Section 3.1.

“System Performance Guaranty” has the meaning set forth in Section 10.6.

“System Warranties” has the meaning set forth in Section 10.5.

“Tariffs” has the meaning set forth in Section 3.5(b)(ii).

“Termination Deliverables” means any and all plans, drawings, calculations, designs,

agreements, commitments, awards and Approvals in both electronic and paper format prepared

or obtained through the date of the termination of this Agreement with respect to the System and

the Site.

“Warranties” means the Equipment Warranties, the Installation Warranty and the

System Warranties.

“Work” means collectively, with respect to the System: the Limited Scope of Work, the

tasks that Contractor is required to perform by Article 5 hereof, the Procurement/Transportation

Work, the Installation Work, the Commissioning Work and the Final Completion Tasks.

27


SCHEDULE 1

to

PV System Engineering, Procurement and Construction Agreement

DESCRIPTION OF SYSTEM

System Size in DC Watts: (the “System”)

SYSTEM COMPONENTS

Includes: All System components including:

Component Manufacturer Model

PV Modules

Racking System

Inverters

Data Monitoring System

The following constitute the Solar Incentives:

28


SCHEDULE 2

to


WORK

Limited Scope Work. In connection with the provision of the System to Owner, Contractor

shall, subject to the provisions of this Agreement, perform the limited scope work (“Limited

Scope Work”), as described below, for the System upon receipt of the Notice to Proceed:

[CONTRACTOR TO INSERT]

Each of the above to be performed in accordance with Articles 5, 6 and 7 hereof.

Balance of the Work. Consistent with the Milestone Schedule attached hereto as Schedule 3,

Contractor shall perform the Work in the order and as such Work is described below:

1. PROCUREMENT/TRANSPORTATION. The following portions of the Work,

performed in the following order, are referred to collectively herein as the

“Procurement/Transportation Work” and consist of the following:

Design and engineering of System design, including required electrical and structural

stamps (collectively “Engineering”).

Submission of applications and required supporting plans and documentation for all

Approvals, including but not limited to, required variance approvals, site plan approvals

and building permits (collectively “Approval Work”);

Furnish or procure all materials, equipment, machinery, tools, consumables, labor and

transportation for the installation of the System onto the Site;

2. INSTALLATION WORK. The following portions of the Work, performed in the

following order, are referred to collectively herein as the “Installation Work” and consist

of the following:

Preparation of the Site for installation of the System, including identification of any roof

issues prior to installation;

Assembly and proper placement of the racking systems for the System;

Installation of the Modules on the applicable roofs via selected racking systems or

alternative mounting designs;

Installation and grounding of DC electrical wiring between modules;

Installation of inverters;

Installation of AC wiring from inverters to the electrical distribution system of the Local

Electric Utility;

29


Installation of required DC and AC disconnect switches;

Installation of inverter monitor hardware and software.

Installation of web box, tv.

3. COMMISSIONING WORK. The following portions of the Work are referred to

collectively herein as the “Commissioning Work” and consist of the following:

Contractor commissioning the System by performing: Contractor’s standard

interconnection and inspection procedures, the interconnection procedures required by the

Approvals for that System, the interconnection procedures required by Applicable Law and by

the Local Electric Utility, commissioning and System Acceptance Testing.

4. FINAL COMPLETION TASKS. The following portions of the Work plus the portions

of the Work described in Section 6.5 hereof are referred to herein as the “Final

Completion Tasks” and include:

Completion of Commissioning Work;

Completion of the System Acceptance Testing;

Completion of any inspection required to be performed by: (i) the Local Electric Utility

and/or (ii) the municipality in which the System is located;

Receipt of a letter of acceptance from any Roof warranty provider that the Roof is

satisfactory to such warranty provider;

The issuance of the utility interconnection notice to operate;

The System’s capability of operating safely in accordance with the National Electrical

Code currently enforced at the date of Final Completion of the System, local building

codes, the Approvals for the System and all Applicable Laws;

The System being in Commercial Operation;

Contractor providing Owner with all System and System equipment-related

documentation for the operation and maintenance of the System, including but not

limited to, all operating instructions and manuals for the System and the equipment

comprising the System, all Warranties and the equipment comprising the System and the

system performance guaranties for the System.

30


SCHEDULE 3

to


MILESTONE SCHEDULE*

The following is the Milestone Schedule for the System:

Milestone Milestone Date

Execution of this Agreement by both Parties

Engineering complete

Application for all Approvals to start

Installation Work

Approvals to start Installation Work obtained

Start of Installation Work

Racking system installed

Substantial Completion

Final Completion

31


SCHEDULE 4

to


REPORTS, PLANS AND OTHER DOCUMENTATION REGARDING

HAZARDOUS SUBSTANCES

Contractor acknowledges and agrees that it has received complete copies of the following

reports, plans and other documentation regarding hazardous substances in, on, over or under the

Site:

1.

32


SCHEDULE 5

To


FORM OF SYSTEM PERFORMANCE GUARANTY

Contractor shall provide a Performance Guaranty for the System in the form and of

the

substance set forth below:

PERFORMANCE GUARANTY

[ENTITY NAME] (“Contractor”) hereby provides this performance guaranty

(“Guaranty”) to [ENTITY NAME] (“Owner”) of the performance of that certain photovoltaic

electricity generating system (“System”), the location, description and specifications of which

are set forth in Exhibit A, attached hereto and made a part hereof.

1. Definitions.

(a) Unless otherwise expressly defined in this Guaranty, capitalized words in this

Guaranty have the definitions given to them in that certain “PV System Engineering,

Procurement and Construction Agreement” (“Agreement”) between Owner and Contractor,

dated _______________, 2016.

(b) The following terms have the following definitions in this Guaranty:

(i) “Actual Production” means, for the applicable Contract Year, the amount

of AC electricity, in kWh, that the System actually produces during that Contract Year.

(ii) “Contract Year” means each twelve (12) month period of the

Performance Guaranty Term, with the first Contract Year of the Performance Guaranty Term

commencing on the Final Completion Date and running to the date which is twelve (12) months

from that date and with each subsequent Contract Year commencing on the date following the

termination of the immediately preceding Contract Year of the Performance Guaranty Term and

running to the date which is twelve (12) months from that date.

(iii) “Estimated Annual First Year Production” means the estimated amount

of AC electricity, in kWh, that the System is estimated to produce during the first Contract Year

of the Performance Guaranty Term pursuant to the calculation provided by PV Watts Version 1

which amount is [_____________] kWh.

(iv) “Final Completion Date” means the date of the Final Completion of the

System.

33


(v) “Guaranty Level means [XX] percent ([XX]%) of the Estimated Annual

First Year Production for the System as Weather Adjusted for the Performance Guaranty Term,

reduced each Contract Year by an annual degradation factor of [XX] percent ([XX] %) and

adjusted to account for any periods that the System is off-line due to a Force Majeure Event.

(vi) “Performance Guaranty Term” means the time period starting on and

including the Final Completion Date and running to and including the date that is [XX] ([XX])

years from the Final Completion Date.

(vii) “PPA Payment Rate” means the rate, in the applicable Contract Year, in

fractions of US Dollars per kWh of electricity, paid by the energy buyers to the Owner, pursuant

to the power purchase agreements between Owner and the tenants of the Site, for the electricity

generated by the System in said Contract Year.

(viii) “Production Damages” means the amount, in US Dollars calculated by

multiplying the PPA Payment Rate for the applicable Contract Year by the Production Shortfall,

if any, in kWh, for that Contract Year.

(ix) “Production Shortfall” means the difference, if any, in kWh, between the

Guaranty Level for the applicable Contract Year and the Actual Production during such Contract

Year.

(x) “Weather Adjusted” shall mean the Estimated Annual First Year

Production for the System multiplied by the ratio of the Actual Weather Year Solar Radiation

over the Typical Weather Year Solar Radiation; where (X) “Actual Weather Year Solar

Radiation” shall mean, with respect to the System for each Contract Year, the solar radiation

measured at the Site based on the actual weather data collected by the data acquisition system of

the System (or other nearby weather data reasonably selected by Owner), (Y) “Typical Weather

Year Solar Radiation” shall mean, with respect to the System for each Contract Year, an

estimation of solar radiation at the Site for such Contract Year during a typical weather year

based on TMY3 (or other long-term weather data acceptable to both Parties) and (Z) “TMY3”

means the typical meteorological year data set published by the U.S. Department of Energy’s

National Renewable Energy Laboratory (NREL), which data set contains average hourly values

of measured solar radiation, temperature, wind speed and other meteorological parameters taken

during the years of 1961-1990 and 1991-2005.

2. Contractor shall take all commercially reasonable actions, including but not

limited to, enforcement of the Equipment Warranties for the System, of which the System is a

part, described in Section 10.5 of the Agreement, to ensure that the System performs at a level

that is equal to or greater than the Guaranty Level.

3. In the event that the System does not produce AC electricity at the Guaranty

Level during a Contract Year, Contractor shall pay Production Damages to Owner for that

Contract Year.

4. This Guaranty shall become void immediately should any party other than

Contractor or a Contractor authorized party operate, maintain, or otherwise make any

34


adjustments, repairs or alterations to the System, unless Contractor has defaulted under its O&M

Agreement with Owner to the extent that Owner has had to have a party other than Contractor or

a Contractor authorized party operate, maintain, or otherwise make any adjustments, repairs or

alterations to the System, in which event this Guaranty remains in full force and effect

notwithstanding said operation, maintenance, adjustments, repairs or alterations by a party other

than Contractor or a Contractor authorized party.

IN WITNESS WHEREOF and intending to be legally bound hereby, Contractor has

executed this Guaranty in favor of Owner as of date set forth below.

[ENTITY NAME]

By:

Name:

Title:

Date:

35


Exhibit A

Location, Description and Specifications of System

The location, description and specifications of the System are the following:

Location Description Specifications1

1Specifications are estimated as of the Effective Date and the final specifications may vary as

permitted in the Agreement. The specifications will be final on the date the Guaranty is signed

by Contractor.

36


SCHEDULE 6

To


FORM OF WAIVER AND RELEASE OF LIEN UPON INSTALLMENT

PAYMENT

OWNER: ____________________________________

GENERAL CONTRACTOR: ____________________________________

PROJECT NAME: ____________________________________

STATE OF _______________

COUNTY OF _____________

The undersigned, in consideration of the sum of $____________, hereby waives and releases its

lien and right to claim a lien for labor, services, or materials furnished through

___________________ (date of this waiver) to ________________ on the job of

___________________________to the following property (“Property”):

________________________ (Name and Address of Project). This waiver and release does not

cover any retention or labor, services or materials furnished after the date specified.

Any and all contractors, subcontractors, laborers, suppliers and materialmen that have provided

labor, material or services to the undersigned for use or incorporation into the construction of the

improvements to the Property have been paid and satisfied in full, and there are no outstanding

claims of any character arising out of, or related to, the undersigned’s activities on, or

improvements to, the Property.

This Waiver constitutes a representation by the undersigned signatory, for and on behalf of the

firm or company listed below, that the payment referenced above, once received, constitutes full

and complete payment for all work performed, and all costs or expenses incurred (including, but

not limited to, costs for supervision, field office overhead, home office overhead, interest on

capital, profit, and general conditions costs) relative to the work or improvements at the Property

as of the date of this Waiver. The undersigned hereby specifically waives, quitclaims and

releases any claim for damages due to delay, hindrance, interference, acceleration, inefficiencies

or extra work, or any other claim of any kind it may have against the Owner and its lender, any

tenant of the Owner, the Owner’s project and/or development manager (if any), the General

Contractor (if this Waiver is signed by a subcontractor or supplier), or any other person or entity

with a legal or equitable interest in the Property, as of the date of this Waiver, except as follows:

_____________________________________________.

. This Waiver is specifically made for the benefit of the Owner, Owner’s landlord,

Owner’s sub-landlord and the Owner’s lender, and any other person or entity with a legal or

equitable interest in the Property. The amount of money set forth as due and owing in the

immediately preceding Waiver dated _________, 20__, has been received, and is deemed paid in

full.

37


[Signature page follows.]

In Witness Whereof, the undersigned signatory, acting for and on behalf of the firm or company

listed below and all of its laborers, subcontractors, and suppliers, has placed his hand and seal

this ____ day of _____________, 20__.

FIRM OR COMPANY:

______________________________________

By: __________________________________

Print Name:

____________________________

Its:____________________________________

Sworn to and subscribed

before me this ____ day of

_________________, 20__.

________________________

Notary Public

(NOTARY SEAL)

My Commission Expires:

_____________________

38


SCHEDULE 7

To


FORM OF WAIVER AND RELEASE OF LIEN UPON FINAL INSTALLMENT

PAYMENT

OWNER: ____________________________________

GENERAL CONTRACTOR: ____________________________________

PROJECT NAME: ____________________________________

STATE OF _______________

COUNTY OF _____________

The undersigned, in consideration of final payment in the amount of $___________, hereby

waives and releases its lien and right to claim a lien for labor, services, or materials furnished to

__________________ on the job of __________________________________to the following

described property (“Property”):______________________ (Name and Address of Project).

Any and all contractors, subcontractors, laborers, suppliers and materialmen that have provided

labor, material or services to the undersigned for use or incorporation into the construction of the

improvements to the Property have been paid and satisfied in full, and there are no outstanding

claims of any character arising out of, or related to, undersigned’s activities on, or improvements

to, the Property. This Waiver is specifically made for the benefit of Owner, Owner’s lender,

Owner’s sub-landlord, Owner’s sub-landlord’s lender, Owner’s sub-landlord’s landlord and

Owner’s Owner’s sub-landlord’s landlord’s lender, and any other person or entity with a legal or

equitable interest in the Property.

This Waiver constitutes a representation by the undersigned signatory, for and on behalf of the

undersigned, that the payment referenced above, once received, constitutes full and complete

payment for all work performed, and all costs or expenses incurred (including, but not limited to,

costs for supervision, field office overhead, home office overhead, interest on capital, profit, and

general conditions costs) relative to the work or improvements at the Property. The undersigned

hereby specifically waives, quitclaims and releases any claim for damages due to delay,

hindrance, interference, acceleration, inefficiencies or extra work, or any other claim of any kind

it may have against the Owner and its lender, any tenant of the Owner, the Owner’s project

and/or development manager (if any), the General Contractor (if this Waiver is signed by a

subcontractor or supplier), or any other person or entity with a legal or equitable interest in the

Property, relative to the work or improvements at the Property.

[Signature page follows.]

39


In Witness Whereof, the undersigned signatory, acting for and on behalf of the firm or company

listed below and all of its laborers, subcontractors, and suppliers, has placed his hand and seal

this ____ day of _____________, 20___.

FIRM OR COMPANY:

______________________________________

By: __________________________________

Print Name:

____________________________

Its:____________________________________

Sworn to and subscribed

before me this ____ day of

_________________, 20__.

________________________

Notary Public

(NOTARY SEAL)

My Commission Expires:

_____________________

40


SCHEDULE 8

To


TENANT RESTRICTIONS – LEASES AND POWER PURCHASE

AGREEMENTS

[NOTE TO DRAFT: Attach.]

41


SCHEDULE 9

To


FORM OF O&M AGREEMENT


42


SCHEDULE 10

To


SITE DESCRIPTION


43


SCHEDULE 11

To


APPLICABLE PERMITS AND APPROVALS


44


SCHEDULE 12

To


TESTING AND COMMISSIONING PROGRAM


Documents

Solar Energy Projects: Structuring EPC Agreementsmedia.straffordpub.com/products/solar-energy... · · 28.11.2017 The Final System Nameplate Capacity for the System shall not be