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SOLAR INSTALLER AGREEMENT

THIS IS AN AGREEMENT by and between PUBLIC UTILITY DISTRICT NO. 1 OF SNOHOMISH

COUNTY (the “District”) and a contractor registered with the State of Washington under Certificate

No. _____________________________, (the “Installer”) conducting business as a:

[__] CORPORATION, [__] LIMITED LIABILITY COMPANY,

[__] SOLE PROPRIETORSHIP, [__] PARTNERSHIP, or [__] LIMITED PARTNERSHIP

Named: ____________________________________________________________________

Business Name if Different: _____________________________________________________

Business Mailing Address: _____________________________________________________

City: ________________________________ State: _________ Zip: __________________

Office Phone: _____________________________ FAX: ______________________________

Cell or Other Phone: _______________________ Email: _____________________________ Website: ______________________ Date of Incorporation or Origination: ________________

TERMS

Abbreviation of Terms: For purposes of simplifying this Agreement, the following abbreviated terms and definitions are used:

“Agreement” means this Solar Installer Agreement.

“Solar System” means the solar equipment, labor and materials which meet the requirements of the Program Handbook.

“District” means Public Utility District No. 1 of Snohomish County

“Energy Services Authorization” means a District authorization form for the installation of the Solar System(s),

“Guidelines” means the Program document for Installers outlining the requirements, standards, procedures and processes for a PUD registered Solar Installer including any revisions, modifications or amendments which may be made after the effective date of this Agreement.

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“Handbook” means the Program Handbook providing the Program specifications and processes.

“Installer” means the PUD registered contractor that installs Solar Systems.

“Owner” means the owner of a residential housing unit(s) who requests or obtains a loan or cash incentive from the District for the installation of a Solar System, or the representative of a commercial, industrial or institutional entity who requests or obtains a cash incentive for a Solar System.

“Program” means the PUD’s Solar Express Program that provides cash incentives to all customers and loans to residential customers.

AGREEMENT

The parties agree:

1. Controlling Provisions. The Guidelines and Handbook are incorporated in this Agreement and in all contracts between the Installer and Owners which provide for payment with the proceeds of a cash incentive or a loan made by the District. Copies of the Guidelines and Handbook are available at www.snopud.com/solarexpress and copies may be obtained upon request.

2. Installer Qualification. The Installer represents that it: (a) is qualified, willing and able to competently install Solar Systems in residential housing units and/or commercial/industrial facilities located in the District’s service area in accordance with Program requirements; (b) has all required governmental licenses and permits; (c) has been a Washington State licensed contractor operating under the same business name for no less than the last 12 consecutive months, and (d) is insured and bonded as required by law and the District.

3. Business Records. The Installer agrees to provide the District, upon request, any business records pertaining to Installer’s qualifications to install Solar Systems and to participate as an Installer under the Program.

4. PUD - Registered Installers List.

A. Listing. If in compliance with this Agreement and the rules and regulations of the Program, the Installer shall be listed by the District as one of the number of Installers willing to supply and install Solar Systems in residential units and/or commercial/industrial facilities in the District’s service area. The listing is an information only resource for our customers.

B. Remedy. Should the Installer fail to appear on the PUD - Registered Solar Installers’ List, the District will not be subject to liability for such error or omission. The sole remedy of the Installer is to advise the District of the error or omission so that the District may take appropriate action when it prepares the next PUD - Registered Solar Installers’ List.

C. Monitoring, Suspension and Delisting. The District’s criteria and procedures for monitoring, suspension and delisting shall follow the requirements in the Guidelines.

5. Non-Exclusive Agreement. The Installer understands and agrees that this is not an exclusive commitment to the Installer by the District and that the District will sign Agreements similar to this one with other Installers. Nothing in this Agreement shall constitute a commitment by the District that any Owner will request a bid from the Installer or will enter into a contract with the Installer.

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6. Term. This Agreement shall be effective from the date hereof and shall be extended for successive one calendar year periods if the District is furnished with proof of compliance with applicable licensing, insurance and bond requirements. This shall not limit the ability of either party to terminate the Agreement as provided herein. Agreement may be revised by the District on Program anniversary.

7. Termination of Agreement. Either the Installer or the District may terminate this Agreement by delivering to the other party a written notice of termination setting forth the effective date of the termination which shall be at least three working days following the date of delivery of such notice. As an alternative to the actual delivery of notice, such notice of termination may be made by mailing two copies of the notice of termination to the other party. One such notice is to be mailed by first-class mail, postage prepaid, and the other copy of the notice is to be mailed certified mail, return receipt requested. Such mailed notice shall be effective no earlier than on the seventh day following mailing. The Installer will immediately: (a) notify all Owners with whom the Installer has contracts and those to whom the Installer has submitted bids, of such termination; (b) furnish the District with a list of all uncompleted jobs for which the Installer has received an Energy Services Authorization form from the District; and (c) advise the District which of the uncompleted jobs the Installer expects to complete by the date upon which termination will be effective. Once an Installer or the District terminates this Agreement, the Installer may not reapply to be a District Registered Installer for a period of twenty-four (24) months.

8. Notice. Any notice to the Installer shall be delivered, emailed or mailed to the address given on page one of this Agreement. Any notice to the District shall be delivered, emailed or mailed to it, Attention: Solar Express, Residential and Renewable Programs, 2320 California Street, P.O. Box 1107, Everett, WA 98206.

9. Financing Authorization. Should the District determine that the project application meets the requirements of the Program, it will advise both parties that the District has approved the Owner’s application for a loan or cash incentive by transmitting a copy of the District’s Energy Services Authorization to each of them.

10. Financing Commitment for Loan. Issuance of an Energy Services Authorization for a loan is a commitment by the District to lend the Owner a specific dollar amount to pay for the acquisition and installation of the described Solar System(s). The District’s loan commitment shall be irrevocable if the: (a) Owner has executed a Loan Agreement and mortgage; (b) installation of Solar System(s) commences within two months after the date the Energy Services Authorization is issued; and (c) installation is completed within four months after the Energy Services Authorization is issued. The loan commitment will lapse upon the expiration of either time period, or upon the Owner’s failure to allow any District inspection as provided below. However, the District’s commitment to make a loan may be extended if an extension of time for good cause is requested by the Owner or by the Installer and granted by the District.

11. Commitment for a Cash Incentive. Issuance of an Energy Services Authorization for a cash incentive is a commitment by the District to make a cash incentive payment of a specific dollar amount to pay towards the installation of the described Solar System. The District’s cash incentive commitment shall be irrevocable if the: (a) installation of the Solar System commences within two months after the date the Energy Services Authorization is issued; and (b) installation is completed within four months after the Energy Services Authorization. The cash incentive commitment will lapse upon the expiration of either time period, or upon the Owner’s failure to allow inspection as provided below. However, the District’s commitment to pay a cash incentive may be extended if an extension of time for good cause is requested by the Owner or by the Installer and granted by the District.

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12. Installer’s Certification – District’s Discretionary Inspection. The Installer shall, after completion of the Solar System installation, certify such completion to the Owner and to the District. The District, at its discretion, may inspect the work performed by the Installer and if it does so will advise both the Owner and the Installer if, in the District’s opinion, the Installer’s performance meets the specifications and requirements of the Program. Any inspections made by the District will be solely to determine whether the installation of the Solar System(s) has been made in a manner which qualifies for the disbursement of loan or cash incentive proceeds; and, the District’s approval or certification does not in any manner constitute a representation or warranty regarding the construction methods used, adequacy of equipment or materials utilized, safety, or any matters other than compliance with the requirements of the Program. District inspections are not intended to establish or imply any duty on the part of the District to discover or report any defects, code violations or hazards of any nature in the installation or building(s) in which the Solar System(s) are installed.

13. Invoicing. The Installer will submit its invoice (i.e., statement requesting payment) to the Owner because the contract for the installation of the Solar System(s) is between the Installer and the Owner; and the Installer will also furnish a copy thereof to the District.

14. Disbursing Funds. The District will issue a draft or a warrant payable to the Installer to disburse loan or cash incentive proceeds if designated by the Customer or if a loan was approved to pay the Installer for work within 20 days after the District receives a copy of the Installer’s invoice if the District does not inspect the installation of the Solar System(s). If the District elects to inspect the installation of the Solar System(s), disbursement will be made within 20 days after the District notifies the Owner that it approved the installation. Alternatively, the District may disburse loan or cash incentive proceeds according to written instructions signed by an Owner and the Installer which are received by the District before or with the Installer’s invoice or, entirely to the Owner if a receipt is presented to the District establishing that all Installers have been fully paid. Otherwise disbursement will be made according to directions received from a court or arbitrator.

15. Provisions Incorporated In Customer Contracts. The following provisions are deemed to be included in any offer which the Installer makes to an Owner and will become part of the contract between the Installer and the Owner:

A. Time of Completion. The Installer agrees to complete any Solar System with an Energy Services Authorization no later than four months from the date the District transmits a copy of an Energy Services Authorization to the Installer which states that the District has approved the Owner’s loan or cash incentive application.

B. Compliance with Laws. The Installer will not perform any work without a valid contractor’s license and any required permit(s). The Installer will comply with all building, fire, electrical, safety, or other codes or regulations of all governmental entities or agencies.

C. Dispute Resolution. The Installer agrees to attempt in good faith to reconcile any complaints made by any Owner against the Installer and further agrees to participate in a conciliation conference requested by the Owner which will be conducted in accordance with District procedures.

D. Warranty. The Installer will provide a written warranty with each bid submitted to an Owner which states that all materials to be used and/or equipment to be furnished by the Installer will be without defect and that the installation of the Solar System(s) and all work performed by the Installer will meet or exceed the specifications and standards required by law and those of the Program. The Installer acknowledges that by requesting its name to be placed upon the PUD - Registered Solar Installers’ List, such Installer is representing to Owners that it has particular skill and expertise with respect to the installation of Solar System(s) and that any Owner dealing with the

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Installer will be relying upon the Installer’s skill and judgment to select and furnish suitable Solar System(s) and to properly install them in a manner, and for the purposes, for which such Solar System(s) are intended or used. Further warranty requirements are included in the Program Handbook.

E. Correcting Defects. Without limiting the warranty described above, it is agreed that the Installer will correct any defects (including deviation from code, Program specifications, or industry standards) in material, equipment, installation, or other work performed under an Agreement with the Owner, which are either discovered or with reasonable diligence could have been discovered within two years after installation or performance, and that such correction of defects will be completed within a reasonable period of time without charge to the Owner.

16. Enforcement of Contract by Owner. The Installer agrees that the covenants and representations made herein by the Installer are also for the benefit of Owners who participate in the Program, and further agrees that those Owners doing business with Installer pursuant to the Program are entitled to rely upon and have the benefit of the covenants and representations made by the Installer herein. Owners must pursue their claims, rights and remedies directly against the Installer, because the District is not a party to the contract between them. This provision shall not be construed to limit or impair the claims, rights and remedies of the District.

17. Owner’s Obligation to Pay Installer. The Owner’s contract for the installation of Solar System(s) is with the Installer, and the Owner is solely obligated to pay the Installer. The District is not liable or responsible if the amount of proceeds, which the Owner obtains from a loan or cash incentive, is not sufficient to satisfy the Owner’s obligation to the Installer. The District has no contractual obligation, nor duty of any kind, to pay the Installer. The Installer is not to be considered as a third party beneficiary of any commitment by the District to make a loan or cash incentive payment to an Owner, for such commitment is for the benefit of the Owner, not for the benefit of the Installer.

18. Enforcement of Contract by Installer. The Installer has the right to enforce its contract with the Owner, because the Owner is the only party obligated to pay and otherwise perform that contract. In doing so, the Installer may foreclose any statutory lien upon the residential unit(s) and, in addition, sue the Owner for damages, specific performance, or any other remedy authorized by law.

19. Liens. The District will obtain a mortgage lien against, or security interest in, the residential housing unit(s) in which Solar System(s) are installed as security for any loan made by the District. In order to encourage the District to make such loans, the Installer hereby agrees to subordinate any lien or claim it may obtain against an Owner or any residential housing unit, to any lien, security interest or claim of the District for a loan made under the Loan Program.

20. Insurance and Performance Bond. The Installer must meet the insurance and bond requirements stated in the Solar Installers’ Guidelines. Certificates evidencing all such required insurance and bonding are to be submitted, reviewed and accepted by the District before the Installer will be included in the PUD - Registered Solar Installers’ Listing.

21. Indemnity. The Installer shall save and hold the District and, in addition, its commissioners, officers, employees and agents, harmless from and against all liability, damage, loss, claims, demands and actions on account of personal injuries or property loss or damage of any kind whatsoever, which arise out of, or are in any manner connected with or claimed to arise out of, or be in any manner connected with the performance of either this Agreement or any contract between the Installer and an Owner. The Installer acknowledges that the specifications required by the Program have been reviewed and agrees that they are reasonable and proper and further agrees to

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immediately notify the District in writing if any revisions, modifications or amendments thereto are, in the Installer’s opinion, unreasonable or improper. However, if the injury, loss or damage is caused by, or results from the concurrent negligence of the: (a) District, its agents or employees; and (b) Installer, its agents or employees; this Indemnity provision shall be valid and enforceable to the extent provided by law. The Installer shall, at its own expense, or at the expense of its insurance carrier, investigate all such claims and demands, attend to their settlement, or other disposition, defend all actions based thereon, and pay all charges of attorneys and all other costs and expenses of any kind arising from such liability, damage, loss, claims, demands and actions.

22. Assignment and Subcontractors. This Agreement and the performance of the work hereunder may only be assigned or delegated by the Installer to a party or subcontractor who is at all material times in compliance with the licensing laws of the state of Washington.

23. Non-Waiver. Failure of the District to insist upon strict performance of, or waiver by the District of any breach of any of the terms, conditions, or obligations of this Agreement shall not be deemed a waiver of any other term, condition, covenant or obligation, or of any subsequent default or breach of the same or any other term, condition, covenant or obligation herein contained.

24. Attorney’s Fees. In any dispute between the District and the Installer, the prevailing party will be entitled to an award of reasonable attorney’s fees and costs. Further, Installer agrees to pay the costs and reasonable attorney’s fees incurred by the District and/or by any Owner in defending against the claims of a supplier or other creditor of Installer. The foregoing shall not in any way limit or restrict any right or remedy at law or equity which would otherwise be available to the District or an Owner.

25. No Kickbacks, Fraud, Etc. The Installer’s bids shall represent offers for work actually to be performed and there shall be no payment for work not performed. Kickbacks, rebates or other non-program benefits from Owners, suppliers, subcontractors or others are strictly prohibited and shall be subject to applicable State and Federal law, both criminal and civil. Violation of law with regard to the Program, violation of Program rules and regulations or failure to perform installations in a workmanlike manner and in compliance with codes or specifications, may cause cancellation of this Agreement, barring the Installer from further participation in the Program and subject the Installer to suit.

26. Governing Law - Venue. The validity, construction, performance and application of this Agreement shall be governed by the laws of the State of Washington. Venue of any litigation shall be in Everett, Snohomish County, Washington.

27. Entire Agreement. The terms, covenants and conditions of this Agreement, along with the Solar Installer Guidelines and Program Handbook as they may be amended, constitute the entire contract between the parties, and no understandings or obligations not expressly set forth herein shall be binding upon them. No modification, amendment or alteration of this Agreement shall be valid unless it is in writing and signed by the parties.

SIGNED BY THE INSTALLER on the __________ day of ____________________, 20_____.

Name (Printed): ___________________________________________________

Signature: _______________________________________________________

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[__] CORPORATION:

The person executing this Agreement on behalf of the corporation is a corporate officer or an agent who is authorized to do so by the corporation’s bylaws or by a resolution of the Board of Directors.

[__] LIMITED LIABILITY COMPANY:

The person executing this Agreement on behalf of the limited liability company is a member or manager who has the authority to do so.

[__] PARTNERSHIP: or [__] LIMITED PARTNERSHIP:

The person executing this Agreement on behalf the partnership is a partner, or in the case of a limited partnership a general partner, acting as an agent of the partnership.

__] SOLE PROPRIETORSHIP

The person executing this Agreement owns the business.

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SIGNED BY THE DISTRICT on the __________ day of ____________________, 20_____.

By: _____________________________________ Title: _______________________________