Clean Energy Alliance Board of Directors
May 29, 2025

Exhibit D
Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with Authority and its members and their respective officials, officers, employees, agents and volunteers named as additional insured.

Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California and providing, at minimum, $1,000,000.00 employers’ liability coverage.
(2) Liability:

Commercial general liability (“CGL”) coverage with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury and property damage, including ongoing and completed operations. ISO occurrence Form CG 0001 or equivalent is required. If limits apply separately to this Agreement (CG 25 03 or 25 04), the general aggregate limit shall not apply. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy. If Consultant or subcontractor maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by the Consultant and their subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. Any excess or umbrella policies being used to meet the required limits of insurance will be evaluated separately and must meet the same qualifications as the Consultant’s primary policy.
(3) Automotive:

Commercial Automobile Liability Insurance for all of the Consultant’s automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit no less than $1,000,000.00 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto). (4) Professional Liability
Professional liability insurance that includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and $2,000,000 annual aggregate.

Consultant shall ensure both that (1) the policy retroactive date is on or before the date of commencement of the services; and (2) the policy will be maintained in force for a period of three years after substantial completion of the services or termination of this Agreement, whichever occurs last. Consultant agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase Authority’s exposure to loss. All defense costs shall be outside the limits of the policy. If Consultant maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by Consultant. Any available proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority.
(5) Cyber Liability
Consultant maintain Cyber Liability with a limit of $2,000,000 per occurrence or claim and Confident
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$2,000,000 annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant in this Agreement and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to such obligations. All defense costs shall be outside the limits of the policy.

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Exhibit E
Sample Installer Agreement (Haven Install Partner MSA)

HAVEN ENERGY

MASTER SERVICES

AGREEMENT

CONTRACTOR INFORMATION
Legal
Name:

State of Formation:

Tax ID No.: Principal Business
Address for Notice:

LICENSING AND REGISTRATION INFORMATION
State Issuing Agency Number State Issuing Agency Number

AGREEMENT INFORMATION
Effective Date: [ , 2025 Confidentiality and Non-Disclosure Agreement:

Initial Term: [ ]
months
Date: [ ]
Territory: Parties: [X] Haven and Contractor
☐ Exhibits:
☐ Exhibit A Definitions
☐ Exhibit B Notice Addresses
☐ Exhibit C Insurance Requirements
☐ Exhibit D Fees and Payments
☐
Exhibit E Approved Subcontractors and
Equipment Supply Requirements
☐ Exhibit F Code of Conduct
☐ Exhibit G Contractor Background Questionnaire
☐ Exhibit H Contractor Obligations
☐ Exhibit I Restrictive Covenants
☐ Exhibit J Form of Project Completion Certificate
[CONTRACTOR TO PROVIDE INFORMATION HIGHLIGHTED IN YELLOW] Confident
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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
This MASTER SERVICES AGREEMENT is entered into as of the Effective Date set forth on the first page set forth above, by and between Haven Energy., a Delaware corporation having its principal place of business at 12100 Wilshire Blvd, Los Angeles, CA 90025, (together with its successors and assigns, “Haven”), and the Contractor described on the first page set forth above (together with its successors and permitted assigns, “Contractor”).

A. WHEREAS, Haven is in the business of selling, designing, installing, servicing, operating, and maintaining residential solar energy systems, and other equipment used to store, generate, and transfer electricity, energy efficiency upgrades, and providing services with respect thereto (collectively, the “Products”); B. WHEREAS, Contractor is in the business of providing services relating to residential solar energy systems (as more particularly described on Exhibit H, the “Services”); and C. WHEREAS, Haven desires to engage Contractor, and Contractor desires to be engaged by Haven, to provide the Services pursuant to the terms and conditions of this Agreement;

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, in reliance upon the representations and warranties set forth herein, and for other good and valuable consideration, the Parties hereto hereby agree to amend and restate the Original Agreement as of the Effective Date as follows:

Definitions and Rules of Interpretation.

Definitions. Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term on Exhibit A.

1.1. Services.

Conditions Precedent. Before Contractor may commence any Services on behalf of Haven, the following conditions must first be satisfied to the satisfaction of Haven (in its sole and absolute discretion):
(i) complete execution of this Agreement by all Parties; (ii) delivery to Haven by Contractor of all licenses, certificates, and other documents required under this Agreement; and (iii) completion of the Contractor Background Questionnaire and delivery to Haven of all materials required thereunder.

Services. Beginning on the Effective Date, and at all times throughout the Term, Contractor agrees to provide the Services for and on behalf of Haven solely in the Territory in strict compliance with the terms of this Agreement, the Customer Agreements, and Applicable Law. Contractor will have no authority to, and shall not, provide any Services or take any other actions with respect to the Products outside of the Territory.

Work Orders. As required, Haven will send a Work Order to Contractor. Contractor shall have two (2) Business Days to review and agree to the Work Order. If Contractor fails to timely respond, then Haven may (in its sole and absolute discretion) reassign the Work Order to a different party. Once accepted, Contractor agrees to perform the specified Work in the Work Order for the Project in full compliance with this Agreement, the Customer Agreement, and Applicable Law on the schedule specified in the Work Order.

Business Representative. Each Party hereby appoints the Business Representative. Each Business Representative will act as such Party’s primary point of contact with the other Party and manage the day-to- Confident
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day relationship between the Parties. Either Party may replace the Business Representative by providing written notice to the other Party. Any required notices here under shall be delivered to the full list of notice parties, not just the Business Representative.

Status as Independent Contractor. Contractor is an independent contractor and is solely responsible for all taxes, withholdings, prevailing wages and other similar statutory obligations regarding its employees, approved subcontractors and agents Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment or franchise relationship between the Parties, and no Party shall have the right, power, or authority to create any obligations or duty, express or implied, on behalf of the other Party. Contractor’s status under this Agreement is that of an independent Confident
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contractor and shall in no way be deemed to be any other status, including (without limitation) that of an agent or employee of Haven or its Affiliates. Contractor shall not refer to itself, hold itself out as, or knowingly permit any person to believe Contractor is anything other than an independent contractor, including (without limitation): agent, Affiliate, employee, partner, or franchisee of Haven. Haven may, in its sole and absolute discretion, (i) contract for services with other parties even though they may be similar or identical to the Services hereunder, inside or outside the Territory; or (ii) offer pricing, terms, conditions, or other benefits to other persons different from or superior to those offered to Contractor hereunder.

1.2. Payments
Fees and Payments. Upon Contractor satisfying all Requirements, including delivery of all Deliverables and a Completion Certificate (as applicable), Haven shall pay to Contractor the Fees described on Exhibit D,subject to Haven’sright of set-off. Contractor shall be responsible for any and all taxes relating to or arising out of this Agreement (including any transaction privilege, general excise, use, sales or other transaction-based taxes on the Fees or any other payment hereunder). Any Fee to Contractor is contingent upon Contractor’s prior satisfaction of each condition precedent, representation, and warranty under this Agreement.

Requirements. The Requirements described on Exhibit H and elsewhere in this Agreement are and at all times shall remain subject to Haven’s SOPs and all other policies and procedures of Haven that may apply to the Customers, the Services, the Work, or any Project. From time to time, Haven may (in its sole and absolute discretion) change, modify, eliminate, or add to the Requirements. If Haven makes any changes to the Requirements, then Haven will notify Contractor in writing and use commercially reasonable efforts to provide Contractor with written notice prior to implementation of such changes.

Verification and Rejection. Contractor acknowledges and agrees that Haven will independently verify and determine whether all Requirements are satisfied by Contractor prior to any payment of Fees. In the event that Haven discovers that any Requirement was not satisfied, then Haven may, in its sole and absolute discretion, withhold and setoff any applicable amount from the Fees. Upon the request of Contractor, Haven will provide to Contractor an explanation for any such rejection.

Payment Dispute. Any and all disputes concerning any payment of Fees must be delivered in writing to Haven no later than thirty (30) calendar days after the date of the applicable Fee Statement or payment.

If Contractor fails to deliver a notice of any dispute within such seven (7) calendar day period, then Contractor will be (i) deemed to have accepted the Fee Statement and related payments as complete and accurate; and (ii) forever barred from bringing any claim or suit for miscalculation or underpayment of Fees or any payment of moneys by Haven with respect to such Fee Statement and payments.

Right to Set-Off. Contractor hereby agrees that Haven may set off, withhold, or otherwise deny payment against any and all unpaid amounts owed by Haven to Contractor in an amount equal to (i) the aggregate amount of any damages Haven or any of its Representatives has suffered or incurred as a result of Contractor’s violation of any term of this Agreement; (ii) any amounts for costs incurred by Haven for Contractor’s failure to perform any obligation under this Agreement, including its warranty obligations under Exhibit H; and (iii) any amounts owed by Contractor to Haven for any reason, including Contractor’s duty to indemnify Haven, in each case as reasonably determined and the amounts as reasonably estimated by Haven in good faith. In the event that Haven incorrectly sets off, withholds, or denies payment in a manner not permitted by this Agreement, then Haven agrees it shall promptly correct such mistake and make appropriate payment to Contractor.

1.3 Representations, Warranties, and Covenants of Contractor. As of the Effective Date and at all times throughout the Term, Contractor will and does hereby (i) represent and warrant to Haven and its Representatives; and (ii) covenants, agrees, and shall do the following, and will require all of its Representatives to do the same:

Organization, Power, and Qualification. (i) Contractor is and shall remain duly organized, validly existing, and in good standing in the jurisdiction of its organization; (ii) Contractor is and shall remain qualified and licensed to do business and is in good standing in every jurisdiction where such qualification and licensing is required; (iii) Contractor has and shall maintain the full right, power and authority to enter into this Agreement and all other documents to be delivered in connection herewith, to grant the rights Confident
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and licenses granted under this Agreement and to perform its obligations hereunder and thereunder; and (iv) the execution of this Agreement and all other documents to be delivered in connection herewith by the person whose signature is set forth at the end hereof and thereof has been and will continue to be duly authorized by all necessary action of Contractor.

Fully informed. Prior to executing this Agreement, Contractor has had the opportunity to ask Haven any and all questions it may have in relation to the Services, the Products, this Agreement, its obligations hereunder, and the contemplated relationship between the Parties. Contractor hereby acknowledges and represents that it has had an opportunity to retain legal counsel to advise and review this Agreement.

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Enforceability. This Agreement and any other documents delivered by Contractor to Haven hereunder constitute the legal, valid, and binding obligations of Contractor, enforceable in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting creditors’ rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

No Conflict. The execution, delivery and performance by Contractor of this Agreement and any other documents delivered by Contractor to Haven in connection with this Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, give any third party the right to accelerate any obligation under, or require any authorization, consent, approval, exemption or other action by or notice to, any court, other governmental body, or other third party under, the provisions of Contractor’s governing documents or any indenture, mortgage, loan agreement, lease or other agreement or instrument to which Contractor or any entity that is an Affiliate or Representative of Contractor is a party or to which any of Contractor’s respective properties are subject, or any Law, judgment or decree to which Contractor is subject.

Licensure and Registration. Contractor currently holds and will continue to maintain at all times throughout the Term, any and all Licenses necessary for it to conduct its business, generally, and provide the Services required by this Agreement, and/or required by Applicable Law. Contractor has provided to Haven true and correct copies of the Licenses and evidence of registration, all of which are current, in good standing, and not subject to any investigation, enforcement action, or other disputes with the applicable licensing authority. Contractor agrees that it shall update, maintain, and not let expire any of the Licenses, including all Licenses set forth on the first page set forth above. Contractor and all of its Representatives have current state, county, city, and local licenses, as applicable, in all names under which any of them is conducting business in the relevant jurisdiction. Contractor will ensure and take all necessary steps for it to confirm that all of its Representatives have and maintain all Licenses in good standing prior to any Representative performing any Services or other obligations of Contractor in connection with this Agreement.

Litigation and Judgments. There is no outstanding criminal or administrative matter, order, writ, injunction, fine, citation, penalty, decree or unsatisfied judgment of any court, or any claims or litigation pending or threatened against Contractor which may affect in any way Contractor, any Customer Agreements, this Agreement, the Services, or the other transactions contemplated by this Agreement.

Neither Contractor nor any of its Representatives is a party to, or the subject of, or threatened with, any claim, suit, action, arbitration, investigation, audit, administrative or other proceeding of any character.

Contractor is not contemplating the institution of any suit, claim, suit, action, arbitration, administrative or other proceeding relating to the Customer Agreements, this Agreement, the Services, or the other transactions contemplated by this Agreement. Contractor has no knowledge of any facts or circumstances which could result in a valid claim, suit, action, audit, investigation or proceeding against Contractor.

No Adverse Actions and Release of Claims. Contractor has no knowledge (based on due inquiry) of any facts or circumstances which could result in a claim, suit, action, audit, investigation, or proceeding by it or any of its Representatives against Haven or any of its Representatives. Contractor hereby irrevocably and unconditionally releases, acquits, and forever discharges Haven and its Representatives from any and all claims, actions, causes of action, rights, demands, debts, obligations, or damages of whatever nature or kind, known or unknown, at law or in equity (each a “Claim”), which Contractor or its Representatives have, may have, or may have had, against Haven and its Representatives, or one or more of them, arising or occurring prior to the Effective Date of this Agreement. Contractor further covenants and agrees not to initiate or participate individually or as a member of a class in any action, litigation, appeal, proceeding, charge, or complaint before any local, state, or federal agency or court against Haven and/or any of its Representatives pertaining to any Claim arising out of or by reason of any actions, omissions, transactions, or events occurring prior to the Effective Date of this Agreement except as may be required by court order.

Solvency. Contractor is solvent and able to pay its outstanding debts as they mature. Contractor will not be rendered insolvent by performing its Services under the Agreement. Contractor agrees that it Confident
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will maintain its solvency at all times throughout the Term and not initiate any bankruptcy proceedings, nor permit any bankruptcy proceedings (whether voluntary or involuntary) to be initiated on its behalf.

Compliance with Laws. Contractor is and will continue to comply in all respects with all Applicable Law in providing the Services under this Agreement and all other aspects of its business and operations. Contractor and its Representatives are in compliance and, at all times throughout the Term, shall continue to comply in all respects with (i) Applicable Laws; (ii) the Code of Conduct; (iii) this Agreement; and (iv) the Customer Agreement.

Conduct and Practices. Contractor and all of its Representatives have read and understand the Code of Conduct. On behalf of itself and each of its Representatives, Contractor agrees to strictly comply with the Code of Conduct (as may berevised from time to time by Haven in its sole and absolute discretion) at all times throughout the Term. Contractor and its Representatives shall (i) perform the Services and all other obligations under this Agreement and the Customer Agreements in accordance with the highest standards of professional and ethical conduct, with the degree of care and skill exercised by persons providing similar services under similar circumstances; and (ii) will not take any action or fail to take any action that could in any way damage or impugn the brand, reputation, or integrity of Haven or its Representatives.

Accurate and Complete Information. Any and all information, documents, instruments, certificates, exhibits, schedules, and all other materials furnished, provided, or delivered by Contractor or its Representatives at any time in connection with this Agreement or the transactions contemplated hereby and thereby does not and will not include any untrue statement of a material fact or any omission of a material fact necessary to make the statements of facts contained therein, in light of the circumstances under which they are made, not misleading. Contractor and its Representatives shall never mislead, misstate, misrepresent, engage in any deceptive activity with respect to any Customer or any Representative of Haven.
2 Territory. Contractor will provide the Services only in the Territory.

Insurance. As of the Effective Date and at all times throughout the Restricted Period, Contractor has and agrees it shall maintain and carry, at its own expense, in full force and effect all types and amounts of insurance required pursuant to Exhibit C.

Records. Contractor shall prepare and maintain accurate books and records (“Records”) of: (i) all written materials used in connection with its Services and other obligations hereunder; (ii) the name and the last known address and telephone number for all current and former Representatives directly involved in performing Contractor’s obligations pursuant to this Agreement; (iii) documentation concerning all Customers, and products installed for such Customers; (iv) information and documentation that Contractor is required to maintain pursuant to Applicable Law; (v) all correspondence and written materials relating to any License; (vi) all correspondence and written materials provided by or to any government agency relating to the Services, this Agreement, any Customer, or any Customer Agreement; and (vii) all other information necessary and helpful to permit Haven to determine and verify Contractor’s and its Representatives’ compliance with this Agreement, the Customer Agreements, and Applicable Law. Contractor shall retain the Records for the later of seven (7) years, or such later time as required by Applicable Law.

Compliance Reviews. Upon the reasonable request of Haven, Contractor will (i) provide, or make copies available to Haven for review, all Records; (ii) deliver to Haven true and correct copies of all applicable policies and procedures; (iii) make available to Haven certain Representatives selected by Haven to be interviewed; and (iv) allow Haven and its Representatives to observe, inspect, shadow, or otherwise review the conduct of Contractor and its Representatives in their performing of the Services and any other obligation under the Agreement (collectively, a “Review”). Haven will, to the maximum extent possible, limit all Reviews to customary business hours and use commercially reasonable efforts to minimize any disruption to the business activities of Contractor. If any mistake, violation, discrepancy, or issue is identified or disclosed as a result of Haven’s Review, then Contractor shall (as soon as reasonably practicable) rectify, resolve, and cure such concern to reasonable satisfaction of Haven. Any failure by Contractor to cooperate in any Review and/or timely resolve any concerns identified in a Review, in each case as determined by Haven in its sole and absolute discretion, shall be a Contractor Default under this Agreement.

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Instructions and Further Assurances. Upon the request of Haven, Contractor shall immediately (i) comply with any and all instructions and requests of Haven or its Representatives in relation to the Services, (ii) cease any activity under this Agreement, (iii) terminate, remove, or discontinue the activity of any Representative and not allow any such removed person from performing in the future any Services under this Agreement, and (iv) provide any information, deliver any documents or other materials, or sign any documents or instruments in furtherance of this Agreement.

Information Security. As of the Effective Date and at all times throughout the Term, Contractor and each of its Representatives have and will continue to implement appropriate and reasonable administrative, physical, and technical safeguards designed to: ensure the security and confidentiality of Confidential Information (as such term is defined on Exhibit I), including the private personal information of any Customer or employee of any Party (“Personal Information”; and together with Confidential Information, “Information”). Contractor will ensure that it and all of its Representatives have security policies and procedures that protect and safeguard all Information in its possession, custody, or control, including the exchange and transmission of any Information by and between Contractor and Haven. Contractor and its Representatives have and will continue to (i) use the highest quality of technology and data security software and mechanisms to protect against anticipated threats or hazards to the security or integrity of the Information; (ii) protect against unauthorized access to, use, or breach of the Information; and (iii) detect, prevent, and mitigate the risk of identity theft. Contractor will not, and will prevent its Representatives from, disclosing any Information to a third party except as permitted under this Agreement, the Confident
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Customer Agreement, and Applicable Law. Contractor shall respond promptly and thoroughly respond to any request of Haven for information concerning the information security measures implemented by Contractor or any of its Representatives. In the event Contractor discovers or is made aware of a breach by it or any of its Representatives involving any Information, Contractor shall, at its sole cost and expense: (1) notify Haven in writing within forty-eight (48) hours of discovery of such disclosure or breach; (2) take all such actions as may be necessary or requested by Haven to address the breach, minimize the disclosure and problem, and mitigate against the risks associated therewith; and (3) cooperate in all respects with Haven to notify affected individuals and government agencies as may be required by Applicable Law.

Reporting. Contractor shall immediately inform and provide notice to Haven upon the occurrence of any of the following: (i) receipt by Contractor or any of its Representatives of a complaint from any Customer; (ii) after becoming aware of any material dispute, threat of dispute, or Claim by any Customer; (iii) any investigation, inquiry, demand, subpoena, or other regulatory process initiated by any government authority in relation to any Customer, any Customer Agreement, the Services, any License of Contractor or its Representatives, this Agreement, or any other activities of Contractor related to this Agreement; and (iv) any actual or threatened expiration, suspension, revocation, or enforcement action with respect to any License of Contractor or its Representatives. Contractor understands that upon receipt of such notice, Haven may, in theirsole and absolute discretion, immediately perform a review in accordance with this Agreement.

Representatives. As of the Effective Date, and at all times throughout the Term, Contractor represents, warrants, and covenants that prior to permitting, suffering, or allowing any Representative to perform any of the Services or any other obligation of Contractor in connection with this Agreement, that each of the following conditions are satisfied and true and correct in all respects: (i) each Representative is a citizen of the United States or is legally permitted to work therein; (ii) Contractor has performed drug testing, criminal history background check, and confirmed that such individual has not been convicted of a felony or any crime of moral turpitude in the prior seven (7) years, and no Representative is a registered sex offender; (iii) Contractor has given training and verified the Representatives understand all aspects of this Agreement, the Code of Conduct, Applicable Law, and the Customer Agreements; (iv) each Representative has all necessary Licenses required by Applicable Law, the Customer Agreement, and this Agreement; (v) all Representatives will correctly identify themselves as employees of Contractor and never as an agent or contractor of Haven; (vi) all Representatives will comport themselves in a polite and cooperative manner when dealing with any and all Customers; (vii) Contractor shall timely pay any and all wages to employees or other amounts due and owing under any contract; (viii) Contractor will notify Haven immediately, in writing, of any Representatives who have been terminated or subject to any disciplinary action; and (ix) Contractor will ensure that all Representatives are covered under Contractor’s Insurance, including workers’ compensation and applicable state disability insurance. Nothing in this section shall create a relationship between Haven and any Representative of Contractor, including any employment or agency relationship.

Haven reserves the right, in its sole and absolute discretion, to terminate, disassociate, remove, or deny access to any Representative of Contractor, at any time, for any reason.

No Subcontractors. Other than the subcontractors listed on Exhibit E or specifically authorized by Haven in writing after the Effective Date (each, an “Approved Subcontractor”), Contractor shall not use any person, entity, group, association, subcontractor, or any other Representative in the performance of the Services or any of its obligations under this Agreement unless such person is a natural person and employed by Contractor. Other than Approved Subcontractors, Contractor shall not and shall ensure none of its Representatives solicits, entices, or contracts with any third-party to perform any aspect of the Services or any other obligation of Contractor in this Agreement. Contractor acknowledges and agrees that it shall be fully responsible for the acts, omissions, breaches of this Agreement, and violations of law of all Representatives, Approved Subcontractors, or any other person or entity performing any activities on behalf of Contractor. Contractor hereby agrees to indemnify, defend, advance expenses, and hold Haven harmless for the acts and omissions of all of its Representatives, including all Approved Subcontractors.

Liens. Contractor agrees that it will not file a Lien and it will not permit any of its Representatives to file a Lien, on or against any jobsite, Customer’s property, the System, Haven, or any of Haven’s Affiliates. If any Lien is filed in violation of this Agreement, then Contractor agrees that it will indemnify, defend, hold harmless, and advance expenses for any and all Losses incurred by Haven, Customer, or any Confident
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other affected party.

2. Restrictive Covenants. Each of the Restrictive Covenants set forth on Exhibit I shall apply to Contractor and Haven, as applicable.

Representations, Warranties, and Covenants of Haven. On the Effective Date and throughout the Term, Haven hereby represents, warrants, and covenants:
(a) Organization, Power, and Qualification.(i) Haven is a Delaware Corporation duly organized, validly existing, and in good standing in the jurisdiction of its formation; (ii) Haven is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required; (iii) Haven has the full right, power and authority to enter Confident
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into this Agreement and the other documents to be delivered in connection herewith, to grant the rights and licenses granted hereunder and thereunder and to perform its obligations under this Agreement and the other documents to be delivered in connection herewith; and (iv) the execution of this Agreement by the person whose signature is set forth at the end hereof and thereof has been duly authorized by all necessary action of Haven.
(b) Authorization; No Breach. The execution, delivery and performance of this Agreement, and any other documents delivered by Haven to Contractor hereunder, and the consummation of the transactions contemplated herein and therein, have been duly authorized by all necessary action on the part of Haven. This Agreement and any other documents delivered by Haven to Contractor hereunder constitute legal, valid, and binding obligations of Haven, enforceable in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar Applicable Laws affecting creditors’ rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The execution, delivery and performance by Haven of this Agreement and any other documents delivered by Haven to Contractor hereunder, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, give any third party the right to accelerate any obligation under, or require any authorization, consent, approval, exemption or other action by or notice to, any court, other governmental body, or other third party under, the provisions of Haven’s governing documents or any indenture, mortgage, loan agreement, lease or other agreement or instrument to which Haven is a party or to which any of Haven’s respective properties are subject, or any Applicable Law, judgment or decree to which Haven is subject.
(c) Licensure and Registrations. Haven currently holds, and will continue to maintain during the Term, any and all Licenses necessary for it to conduct its business.
(d) Compliance with Laws. Haven has complied and will continue to comply, in all material respects, with Applicable Law. (e) Support. Haven will (i) upon request of Contractor, provide Original Equipment Manufacturer training materials for use by Contractor and its Representatives; (ii) provide Contractor with access to information technology of Haven necessary to perform the Services; and (iii) provide Contractor and applicable Customers with customer and account management support during normal business hours.

Term and Termination.

Term. This Agreement will commence on the Effective Date and will continue until terminated as provided in this Agreement. Either Party may terminate this Agreement for convenience upon thirty (30) calendar days’ prior written notice to the other Party. Haven may terminate this Agreement immediately upon the occurrence of a Contractor Default. Termination of this Agreement automatically terminates all Work Orders underneath it. Within 30 days of the effective date of termination, Haven will pay all amounts owing to Contractor for Services (less remedies or withholdings) or Contractor will return to Haven any amount paid to Contractor as a retainer that is not owed against Services. Upon the termination of this Agreement, or upon Haven’s earlier request, Contractor will deliver to Haven all of Haven’s property that is in Contractor’s possession or control, including any Works and Confidential Information.

Contractor Defaults. Each of the following shall be a “Contractor Default”: (i) Contractor or any Representative failing to maintain in good standing any required License or other government approval required to perform the Services; (ii) Contractor’s material breach of this Agreement that remains uncured after seven (7) calendar days prior written notice; (iii) Contractor’s or its Representative’s fraud, willful misconduct or gross negligence in performance of its obligations under this Agreement; (iv) Contractor files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy or insolvency law, or discontinues or dissolves its business, or if a receiver is appointed for such Party or for such Party’s business and such event is not discharged within thirty
(30) calendar days of such appointment; (v) in the event of any change in the ownership or legal form of Contractor’s organization, Contractor attempts to make or makes any assignment of the rights under this Agreement, or the sale, consolidation, or merger of Contractor’s organization with, or into, another person or entity; or (vi) a material adverse change in the financial condition or creditworthiness of Contractor as determined by Haven in its reasonable discretion.

Remedies. Upon the occurrence of a Contractor Default, Haven may (in its sole and absolute discretion) exercise any of the following remedies: (i) immediately suspend Contractor’s access to any and all Software; (ii) terminate this Agreement;
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(iii) withhold any amounts due and owing by Haven to Contractor hereunder, and offset, to the extent of any damages and expenses of Haven resulting from, or relating to, such Contractor Default; (iv) demand that Contractor pay Liquidated Damages; and/or (v) exercise any other remedy available to Haven under Applicable Law.

Contractor’s Obligations upon Expiration or Termination. Upon the expiration (or earlier termination of this Agreement) or notice of termination, Contractor shall immediately (i) cease to perform any of the Services; (ii) cease to Confident
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represent itself as affiliated in any way with Haven; (iii) return to Haven any and all documents and tangible materials (including any copies thereof) containing, reflecting, incorporating, or based on any information provided or made available to Contractor by Haven; (iv) return, delete, or destroy any and all Confidential Information.

2.1. Survival of Terms. All terms and conditions set forth in this Agreement, which by their terms, are intended to, or in order to give proper effect to their intent should, survive the termination or expiration of this Agreement, shall survive such termination and expiration, including (without limitation) Exhibits A, C, D, F, H, and I.

2.2. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

2.3. Equitable Remedies. Contractor acknowledges and agrees that (i) a breach or threatened breach by Contractor, its Affiliates, or any of their respective Representatives of any of the obligations under the Agreement, including (without limitation) the Restrictive Covenants set forth on Exhibit I and the Warranties set forth on Exhibit H, would give rise to irreparable harm to Haven and its Affiliates for which monetary damages would not be an adequate remedy; (ii) in the event of a breach or a threatened breach by Contractor, its Affiliates or any of their respective Representatives of any such obligations, Haven shall, in addition to any and all other rights and remedies that may be available to Haven at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy; and (iii) Contractor shall be liable for all costs, expenses and fees (including court costs and attorneys’ fees) in connection with any action instituted by Haven or any of its Affiliates seeking to remedy, enforce its rights. Contractor acknowledges and agrees that neither it, nor its Affiliates or their respective Representatives, will oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this agreement.

3. GeneralProvisions.

3.1. Indemnification. Contractor will indemnify, defend, and hold harmless Haven and its directors, officers, and employees from and against all losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses associated therefrom, arising directly or indirectly from third party claims alleging: (i) any grossly negligent, reckless, or intentionally wrongful act of Contractor or Contractor’s assistants, employees, sub-contractors or agents, (ii) any breach of Contractor’s obligations under this Agreement; or (iii) any violation or claimed violation of a third party’s rights or property resulting in whole or in part from the work product of Contractor under this Agreement.

3.2. Limitation of Liability. Except for Contractor’s indemnification obligations under this agreement, and/any breach or violation of the restrictive covenants set forth in this agreement by Contractor or its Representatives, and/or a Party’s gross negligence or willful misconduct, in no event shall either Party, its Affiliates, or their respective Representatives be liable for:
consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of this Agreement, regardless of (i) whether such damages were foreseeable, (ii) whether or not it was advised of the possibility of such damages, and (iii) the legal or equitable theory (contract, tort (including negligence), or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Except for Haven’s gross negligence or willful misconduct, to the maximum extent permitted under Applicable Law, Haven’s aggregate liability arising out of or relating to this Agreement, whether arising out of or relating to breach of contract, tort (including negligence), or otherwise, shall not exceed the total of the amounts actually paid by Haven to Contractor pursuant to this Agreement.

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3.3. Notices. All notices, requests, demands, and other communications required or permitted to be given under this Agreement by any Party shall be in writing delivered to applicable address set forth on Exhibit B; or to such other address as any Party may designate from time to time by written notice to all other Parties. Each such notice, request, demand, or other communication shall be deemed given and effective, as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by first-class U.S. Mail, postage prepaid, upon the earlier to occur of receipt or seven (7) Business Days after deposit in the U.S.

Mail; (iii) if sent by a recognized prepaid overnight courier service, one (1) Business Day after the date it is given to such service; (iv) if sent by facsimile, upon receipt of confirmation of successful transmission by the facsimile machine; and (v) if sent by email, upon acknowledgement of receipt.

3.4. Expenses. Each Party will bear the costs and expenses incurred by such Party in negotiating and executing this Agreement. Unless otherwise provided herein, Contractor will be responsible for all costs related to the Services, Work, Equipment, tools, vehicles, uniforms, training, project management, call centers, customer care, information technology systems, software, and all other of its obligations under this Agreement.

3.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by Contractor without the prior written consent of Haven. Any assignment in violation of this provision shall be void, and the act of purporting to make such an assignment a Contractor Default.

3.6. Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersede all prior oral and written negotiations, communications, discussions, and correspondence pertaining to the subject matter hereof.

3.7. Applicability and Incorporation of Schedules and Exhibits. Each of the Schedules and Exhibits that have a “checkmark” in the “checkbox” next to such Exhibit or Schedule on the first page of this Agreement is hereby each incorporated herein by reference and shall each and collectively form an integral part of this Agreement. The Parties agree that unless the checkbox next to the Exhibit on the first page of the Agreement is checked, that each such Exhibit shall not apply to Contractor and/or Haven.

For the avoidance of doubt, all unchecked Exhibits are hereby deleted in their entirety and shall not apply between the Parties.

3.8. Amendments and Waivers. This Agreement may be amended, amended and restated, supplemented, or modified only by an instrument in writing signed by all of the Parties. Each Exhibit attached hereto may be amended, modified, and/or supplemented at any time by Haven by delivering a revised written Exhibit to Contractor (including via email) (each, a “Revised Exhibit”). Each Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date. After the effectiveness thereof, the Revised Exhibit shall (i) supersede the prior applicable Exhibit then in-effect; and (ii) apply to all Customers and Projects that achieve Install Complete. With respect to Haven, only the individuals with the title of Chief Executive Officer or Co-Founder are authorized to execute any Amendment. Contractor acknowledges and agrees that any purported amendment, instrument, or other writing intended to modify or supplement in any way this Agreement signed by any person other than those listed individuals shall be unenforceable and nonbinding against Haven.

3.9. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by applicable law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period or scope permitted by law.

3.10. Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waivingParty. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

3.11. Attorneys’ Fees and Costs. In the event that either Party commences an action to enforce the terms of this Agreement, or to seek damages or injunctive relief for the alleged breach thereof, the prevailing Party (as determined by a court of competent jurisdiction) shall be entitled to collect from the non-prevailing Party its, his or her reasonable attorneys’ fees and costs incurred therein.

3.12. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO CONFLICTS OF LAWS RULES THEREOF.

3.13. Submission to Jurisdiction. Each Party irrevocably consents and agrees that any action, proceeding, or other litigation by or against the other Party with respect to any claim or cause of action based upon or arising out of or related to this Confident
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Agreement, shall be brought, and tried exclusively in the federal or state courts located in the State of California, and any such legal action or proceeding may be removed to the aforesaid courts. By execution and delivery of the Agreement, each Party accepts, for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each Party hereby irrevocably waives (i) any objection which it may now or hereafter have to the laying of venue with respect any such action, proceeding, or litigation arising out of or in connection with this Agreement brought in the aforesaid courts; and (ii) any right to stay or dismiss any such action, proceeding, or litigation brought before the aforesaid courts on the basis of forum non-conveniens. Each Party further agrees that personal jurisdiction over it may be affected by service of process by certified mail, postage prepaid, addressed as provided in this Agreement, and when so made shall be as if served upon it personally within the State of California.

3.14. JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY

WAIVESITS RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED UPON

OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, IN ANY ACTION, PROCEEDING OR OTHER

LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING

THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS

WAIVED BY OPERATION OF THIS AGREEMENT AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING

WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, RESTATEMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT.

3.15. Force Majeure. Upon the occurrence and during the continuance of a Force Majeure Event, a Party will be excused from performance and shall not be considered to be in breach or default with respect to any obligation hereunder; so long as:
(i) such Party gives the other Party prompt written notice describing the details of the Force Majeure Event as soon as is reasonably practicable after becoming aware of the occurrence of the Force Majeure Event; (ii) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (iii) no obligations of the affected Party that arose before the occurrence of the Force Majeure Event causing the suspension of performance shall be excused as a result of such Force Majeure Event, unless and only to the extent that the performance of such obligations is impaired by the Force Majeure Event; (iv) the Party uses diligent best efforts to overcome or mitigate the effects of the Force Majeure Event; and (v) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder. Notwithstanding the foregoing, a Party will not be relieved of any obligation to pay money in connection with this Agreement, including (without limitation): payment of any Fee by Haven, payment of any Liquidated Damage or reimbursement by Contractor, or any indemnification obligation of either Party

3.16. Counterparts. This Agreement may be executed by the Parties by facsimile, email, or digital signature, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile, digital signature, or portable document format (“pdf”) signature page shall constitute an original for purposes hereof.

IN WITNESS WHEREOF, the Parties enter into this Master Services Agreement as of the Effective Date set forth on the first page set forth above.

CONTRACTOR: [ ]
By:

Name:

Title:

Date:

HAVEN
By:

Name:

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Title:

Date:

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit A - Definitions

1. DEFINITIONS.

1.1. “Activation Date” means the date upon which all of the following shall have occurred (i) the Project is fully Installed; (ii) the Project has received all Permits and approvals required by any Government Agency; (iii) the Project has passed inspection by the applicable AHJ; (iv) the System has passed all startup and performance tests, including the Commissioning Protocol and has been Verified as Operational; and (v) the Project has received its PTO Letter from the applicable utility; (vi) the System has been turned on and begun to produce energy; and (vii) if applicable, billing for the Customer has commenced.

1.2. “Advances” has the meaning set forth on Exhibit D, and generally means a payment of all or a portion of a Fee by Haven to Contractor before it is completely earned by the Contractor. All payments to a Contractor prior to final completion of all Services and Work with respect to a Project shall be deemed an Advance.

1.3. “Affiliate” means, with respect to either Party, a person or entity that directly or indirectly,through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies ofsuch person or entity, whether through the ownership of voting securities, by contract or otherwise.

1.4. “Agreement” means this Master Services Agreement, collectively with the NDA, all Exhibits and information attached hereto, and all other documents incorporated herein by reference.

1.5. “Applicable Law” means any statute, law, ordinance, regulation, Prudent Industry Practices, rule, code, constitution, treaty, common law, governmental order, or other requirement or rule of law of any governmental authority, including (without limitation): (i) Federal and state privacy, data security and credit reporting laws, (ii) Federal and state unfair, deceptive or abusive acts and practices laws, (iii) Federal and state telecommunications laws, (iv) Federal and state email communication laws, (v) Federal and state advertising and marketing laws, (vi) Federal and state electronic transactions laws and electronic contracting laws, (vii) the SEIA Solar Business Code; (viii) Direct Marketing Association’s Business Code; (ix) Federal and state home improvement and solar disclosure laws, and (x) Federal and state door-to-door solicitation laws

1.6. “Authority Having Jurisdiction” or “AHJ” means a Government Authority responsible for issuance of Permits.

1.7. “BOS (Balance of System) Components” has the meaning set forth on Exhibit H.

1.8. “Business Day” means any day, other than a U.S. Federal Holiday or a day on which banking institutions are authorized or obligated by Applicable Law or executive order to be closed.

1.9. “Business Representative” means the individual appointed by each Party as set forth on Exhibit B.

1.10. “Change Order” means change request by Haven, relating to a previously agreed Work Order, on Haven’s standard form.

1.11. “Code of Conduct” means those policies and procedures of Haven, attached hereto as Exhibit F, as may be modified from time to time by Haven in its sole and absolute discretion.

1.12. “Commissioning Protocol” has the meaning set forth on Exhibit H.

1.13. “Competitor” has the meaning set forth on Exhibit I.

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1.14. “Completion Certificate” means the certificate attached hereto as Exhibit J; provided that Haven may revise the form or Completion Certificate at any time in its sole and absolute discretion.

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1.15. “Consumer” means any natural person,including (without limitation): a Customer.

1.16. “Contractor Background Questionnaire” means the questionnaire attached hereto as Exhibit G; provided that Haven may revise the questionnaire items at any time in its sole and absolute discretion.

1.17. “Customer Agreements” means Haven’s standard form of Home Improvement Energy Services Agreement, or other agreements between Haven and a Customer,in each case, as may be modified from time to time by Haven in its sole and absolute discretion.

1.18. “Customer Information” means the contract information and personal details concerning a Customer, including (without limitation): full legal name, date of birth, property address for the Project, mailing address, e-mail address, telephone number, and other information that may be requested by Haven from time to time.

1.19. “Customer” means each natural person to whom Haven markets, promotes, solicits, and/or offers for sale the Products, whether or not such person qualifies as a customer or executes a Customer Agreement.

1.20. “Defect” means any issue, problem, oversight, or failure in the Work, in the Equipment, in the Inventory, or any other aspect of the Services provided by Contractor that (a) does not strictly comply at any time throughout the Warranty Period with the Specifications,the Requirements, Applicable Law,this Agreement, the Customer Agreement, any Permit; (b) causes any component or all of a System or a Project to fail to operate in the manner intended; 0r (c) results in material damage to the homeowners property or belongings.

1.21. “Deliverables” has the meaning set forth on Exhibit H; provided that Haven may revise the required Deliverables at any time in its sole and absolute discretion.

1.22. “Equipment” means Major Equipment, BOS Components, the Products, and any other material, hardware, or component part of a System or a Project.

1.23. “FeeStatement” has the meaning set forth on Exhibit D.

1.24. “Fees” means those amounts owed to Contractor set forth on Exhibit D, as may be reduced by any amount owed by Contractor to Haven, including (without limitation): Liquidated Damages, Reimbursements, repaid Advances, and indemnification obligations.

1.25. “FIN” or “Final Inspection Notice” means a final inspection notice or similar notices, or approvals issued by a Government Authority that demonstrates that the design, engineering, installation, and commissioning of the System and all other components of the Project satisfy allPermit requirements, pass the inspection, and comply with Applicable Law.

1.26. “Force Majeure Event” means the occurrence of any act or event beyond the reasonable control of the Party affected that prevents the affected Party from performing its obligations under this Agreement, in full or part, if such act or event is beyond the reasonable control of, and notthe result of the acts or omissions of, the affected Party and such Party has been unable to overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums), to the extent caused by flood, earthquake, named storm, fire, lightning, epidemic, war, riot, sabotage, terrorism, or acts of god. Notwithstanding the foregoing, Force Majeure Events shall not include labor strikes or shortages, inclement weather, mechanical or equipment failures, supply shortages or delays, imposition of taxes, tariffs, or other charges, change in Applicable Law or requirements of Government Authorities, or the acts or omissions of a Customer.

1.27. “Governmental Authority” means any federal, commonwealth, state, or local regulatory agency or other governmental agency or authority having jurisdiction over a Party, a Representative of a Party, a Consumer, a Customer, or the transactions contemplated by this Agreement or the Customer Agreement.

1.28. “Home Improvement Energy Services Agreement” means the agreement between Haven and the customer regarding the design, performance, ownership and maintenance of a residential solar system.

1.29. “Install”, “Installed”, or “Install Complete” means with respect to a System and Project (i) the System, all Products, and related components are fully and physically installed; (ii) the System is interconnected to the Property’s electrical system; (iii) the System has passed the Commissioning Protocol; (iv) the System is communicating with a remote monitoring platform; (v) all Deliverables have been provided to Haven; (vi) Confident
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the Project complies in all respects with the Specifications, and (vii) all permits have been officially closed with the appropriate AHJ.

1.30. “License” means any franchises, licenses, certificates, consents, certifications, waivers, permits, registrations, orders, approvals, registrations, agreements with, and other authorizations from or with any Government Authority, quasi-governmental agency, utility, incentive program administrator, and the like.

1.31. “Lien” means any lien, mortgages, pledge, security interest, restriction, prior assignment, claim, and any and all other encumbrances of every kind or character, including the claims of any bank, creditor, or taxing authority.

1.32. “Liquidated Damage” or “LD” means the payment of money by Contractor upon the occurrence of a specified event or the lapse of time, including (without limitation): delay liquidated damages, termination fees, and other amounts specified on Exhibit D and Exhibit H.

1.33. “Losses” means collectively any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, fees, penalties, fines, costs (including costs for experts and investigations), or expenses of whatever kind, including attorneys’ fees, fees, and the costs of enforcing any right under this Agreement, and the cost of pursuing any insurance providers.

1.34. “MSA” has the same meaning as “Agreement”.

1.35. “Party” means each of Haven and Contractor.

1.36. “Permit Approved” means the issuance by the applicable government authority of all electrical, building, and other permits and approvals required to install a System or other Products and their receipt by Haven.

1.37. “Permit” means an electrical, building, or other permit or approval required and issued by an AHJ in relation to installation of a System or any Product.

1.38. “Products” means a System and such other products made available by Haven to a Customer from time to time, including (without limitation): (i) electrical service upgrades; (ii) structural upgrades; (iii) battery storage systems; (iv) electric vehicle chargers; and (vi) energy efficiency upgrades; provided that Haven may revise the eligible Products at any time in its sole and absolute discretion.

1.39. “Project Document” means all required documentation other than a Customer Agreement required to install, inspect, commission, receive PTO, and activate a Project, including (without limitation): permits, HOA approval, net metering agreements, interconnection agreements, inspection notices and Job Close Out (JCO), rebate forms, incentive forms, tax credit forms, and SREC documentation.

1.40. “Project” means the System, other Products, and Customer Agreement for a particular Customer at a specific Property.

1.41. “Property” means the real property upon which the System and other Products will be installed, identified in the applicable Customer Agreement.

1.42. “Prudent Industry Practices” means, with respect to each System and Project, (a) the highest and most prudent standards of performance within the residential solar photovoltaic power generation industry throughout the United States; and (b) those practices, methods, acts, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may change from time to time, as are used in operating solar energy systems of a type and size similar to the Systems and in the same geographic region as the System that, at a particular time, by highest performing and most prudent participants in the solar industry that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decision was made, would be expected to accomplish the desired result in a manner consistent with Applicable Law, standards, equipment manufacturer's recommendations, reliability, safety, environmental protection, efficiency, economy and expedition.

1.43. “PTO Letter” means the permission to operate granted by the applicable utility or its equivalent.

1.44. “Reimbursements” means any and all amounts owed by Contractor to Haven relating to or arising from (i) costs incurred by Haven that should have been paid by Contractor; or (ii) amounts paid by Haven to Contractor that it did not earn, in each case pursuant to the terms of this Agreement, including (without limitation): the repayment of any Advances and all Reimbursements described on Exhibit D.

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1.45. “Representatives” means, with respect to a Party, such Party’s and its Affiliates’ employees, officers, directors, managers, equity holders, agents, attorneys, contractors, third-party advisors, successors, and permitted assigns.

1.46. “Requirements” means any and all terms, conditions, conditions precedent, Deliverables, and other requirements required of Contractor in connection with any Customer or Project, including (without limitation) the requirements described and defined on Exhibit H; provided that Haven may revise the requirements at any time in its sole and absolute discretion.

1.47. “Restricted Period” has the meaning set forth on Exhibit I.

1.48. “SEIA Solar Business Code” means the Solar Energy Industries Association’s Solar Business Code (available at https://www.seia.org/initiatives/seia-solar-business-code).

1.49. “Set-Off” means any amount owed by Contractor to Haven under this Agreement that Haven sets-off, deducts, or withholds from any payment by Haven to Contractor.

1.50. “Software” means the software, computer systems, and other electronic tools owned or provided by Haven.

1.51. “SOP” means one or more of Haven’s standard operating procedures.

1.52. “Specifications” means any applicable SOP.

1.53. “System Size” means, with respect to a System, the nameplate capacity of such System represented in Watts.

1.54. “System” means a photovoltaic or storage system comprised of Major Equipment and BOS Components.

1.55. “Territory” has the meaning set forth on the first page set forth above.

1.56. “Trademarks” means all trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs, and general intangibles of Haven

1.57. “Verified as Operational” or “VAO” means Contractor has verified and documented in accordance with the SOP that each System satisfies each of the following requirements: (i) the System is fully-installed, commissioned, inspected, and Activated, (ii) the System is communicating with the remote monitoring platform, (iii) the System is producing power as expected, and (iv) the Project is ready to commence billing.

1.58. “Warranty Period” means the later of (i) ten (10) years from the Activation Date; or (ii) ten (10) years from the date of warranty service performed by Contractor.

1.59. “Watt” means watts DC STC or nameplate rating of the applicable System or Solar Panel.

1.60. “Work” has the meaning set forth on Exhibit H.

1.61. “Work Order” means a request for Work by Haven, on Haven’s standard form, which may be transmitted via e-mail or other electronic means to Contractor.

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit B – Notice Addresses

HAVEN INFORMATION
Authorized Representative Notice Address
Name: [ ] Haven Energy Services
Title: [ ]
Mailing
Addres
s:
[ ]
E-Mail: [ ] Attention: [ ]
Telephone: [ ] E-Mail [ ]
For Invoices and Billing With Copy to
Name: [ ] Haven Energy Services
Title: [ ]
Mailing
Addres
s:
[ ]
E-Mail: [ ] Attention: [ ]
Telephone: [ ] E-Mail [ ]

CONTRACTOR INFORMATION
Authorized Representative Notice Address
Name: [ ] [Contractor Name]
Title: [ ]
Mailing
Addres
s:
[ ]
E-Mail: [ ] Attention: [ ]
Telephone: [ ] E-Mail [ ]
For Invoices and Billing With Copy to
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Name: [ ] [Contractor Name]
Title: [ ]
Mailing
Addres
s:
[ ]
E-Mail: [ ] Attention: [ ]
Telephone: [ ] E-Mail [ ]
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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit C – Insurance Requirements
At all times throughout the Restricted Period and for three (3) years thereafter, Contractor shall obtain and maintain, and shall cause its Representatives (including subcontractors (if any)) to obtain and maintain, at its sole cost and expense, insurance meeting the following requirements, in each case in form, substance, and amount acceptable to Haven (in its sole and absolute discretion):

1. INSURANCE TYPES AND AMOUNTS.

1.1. Compliance with Applicable Law. Insurance of the type and minimum amount required by Applicable Law.

1.2. Workers’ Compensation. Workers’ compensation and employers’ liabilities insurances in amounts not less than $1,000,000.

1.3. Commercial General Liability Insurance. Commercial general liability insurance in amounts not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering all of Contractor’s operations, including (without limitation): premises and operations liability, products and completed operations liability, blanket contractual liability, personal injury liability, bodily injury and “broad form” property damage coverage, blanket contractual liability, explosion, collapse, and underground hazard coverage. Commercial General Liability, including products and completed operations, shall be maintained for a minimum of three (3) years following the Term.

1.4. Automobile Liability Insurance. Commercial automobile liability insurance with bodily injury, death, and property damage with combined single limits of at least $1,000,000 each accident covering vehicles owned, hired, or non-owned.

1.5. Property and Casualty Insurance. Property and casualty insurance covering (a) Contractor’s tools and equipment; (b) each Project during the Warranty Period in an amount equal to the estimated fair market value for each Project; and (c) if applicable, one hundred fifty percent (150%) of the Inventory Maximum.

1.6. Excess Umbrella Liability. Excess umbrella liability insurance with a single limit of at least $5,000,000 per occurrence and in the aggregate, in excess of the limits of insurance provided above. Coverage shall be “following form” of the underlying general liability policy.

1.7. Professional Liability. Professional liability (errors and omissions) insurance with a limit of not less than $1,000,000 per occurrence and in $2,000,000 the aggregate. If the policy shall be written on a “claims-made basis” then the policy shall include (a) retroactive date that is no later than the Effective Date, and (b) any time a policy is written on a “claims-made basis” is not renewed or the retroactive date changed Contractor shall obtain or cause to obtain the broadest “tail” or extended reporting coverage commercially available.

1.8. Builder’s Risk Insurance. For each Project, installation floater with a coverage limit of $250,000 per job site on a per occurrence basis and shall be written on an all-risk, replacement cost-basis.

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2. INSURANCE REQUIREMENTS.

2.1. General. Each insurance policy shall meet all the following minimum requirements:

2.1.1. be with companies licensed to do business in each state in the Territory;

2.1.2. be of a form, substance, and content satisfactory to Haven (in its sole and absolute discretion);

2.1.3. be written on a per occurrence basis (other than Professional Liability Insurance); Confident
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2.1.4. provide that not less than thirty (30) calendar days’ prior written notice be given to Haven before any such policies are canceled or substantially changed to reduce the insurance provided thereby; and

2.1.5. be primary and noncontributory as respects any claims, liability, or other Losses arising directly or indirectly from Seller’s operations

2.2. Waiver of Subrogation. Each policy shall contain express waivers and endorsements providing that each insurer and underwriter waives all of its rights of recovery by subrogation, by or through Contractor, or otherwise against Haven or any of Haven’s Representatives.

2.3. Liability Insurance. Commercial General Liability, Business Automobile Liability and Umbrella Liability policies shall include a severability of interest clause with cross-liability included.

2.4. Deductibles. Any deductible or self-insured retention shall be the responsibility of Contractor.

2.5. Liability of Contractor. The limits of insurance or applicable deductibles shall not limit the liability of Contractor or relieve Contractor of any liability or financial responsibility.

3. EVIDENCE OF INSURANCE.

3.1. Prior to the commencement of any Work or the performance of any Services by Contractor, Contractor shall deliver to Haven certificate(s) of insurance, signed by an authorized insurance company representative, evidencing Contractor’s compliance with this Exhibit C.

3.2. Except for Workers’ Compensation Insurance and Professional Liability Insurance, each insurance policy of Contractor required hereunder shall name Haven and its Representatives as additional insureds for the Work, the Services, and all other obligations performed under or incidental to the Agreement.

3.3. Property Insurance and Builders’ Risk Insurance policies shall name Haven as loss payee.

4. FAILURE TO MAINTAIN. Contractor understands and agrees thatin the eventthat it or any of its Representatives fails to maintain any insurance required by this Exhibit C, then Haven may (but shall not be required to) obtain such insurance on behalf of Contractor or its Representatives and all premiums, deductibles, and other expenses incurred or payable by Haven in relation thereto shall be paid immediately by Contractor upon demand by Haven and/or Haven may set-off all such amounts pursuant to this agreement.

5. AMENDMENTS AND MODIFICATIONS. This Exhibit C may be modified at any time by Haven by delivering a Revised Exhibit to Contractor to its then-current e-mail address on file with Haven. Such Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date.

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit D – Fees and Payments

CONTRACTOR INFORMATION
Legal Name: [ ] State of Formation: [ ]
Tax ID Number [ ]
Principal
Business
Address:
[ ]

AGREEMENT INFORMATION
Effective Date: [ ]

1. COMPENSATION

1.1 Fees. As compensation for Contractor’s performance of the Services and provision of the Works (as defined below), Haven will pay to Contractor the fees specified in each applicable Work Order (the “Fees”). Contractor acknowledges and agrees that Haven shall pay 70% of the total Fee for any Statement of Work upon Haven’s confirmation that products have been successfully installed. Haven shall pay the remaining 30% upon Haven’s confirmation of completion of all Services (including the products having passed any required inspections, been commissioned and are operating per requirements). Haven will pay all undisputed invoices within seven (7) days after the date of Haven’s receipt of invoice. Contractor will issue itemized invoices (specifying the work performed by task per jobsite) to Haven on a monthly basis or in accordance with the invoicing schedule set forth in the applicable Statement of Work. Haven may withhold payments due under invoices if more than [20%] of Contractor’s projects under previous Statements of Work require additional work after Haven made payment in full.

1.2 Deadline for Final Completion. If a Project does not achieve Final Completion within (a) thirty (30) days after achieving Install Completion, or (b) ninety (90) days after acceptance of the Work Order by Contractor, then Contractor shall immediately pay and provide Reimbursement to Haven for the amount of the Advance previously paid to Contractor for such Project.

1.3 Expenses. All out of pocket expenses (including without limitation travel expenses) or third-party charges incurred by Contractor in its performance of the Services shall be borne by Contractor except that Haven shall provide to Contractor major hardware parts. Contractor agrees that it shall be responsible for all out-of-pocket expenses required to perform the Services and the Work, including (without limitation): procurement of BOS materials not supplied by Haven; costs and expenses incurred to obtain and maintain Licenses, Permits, and other Government Approvals; fees required to be paid to AHJs, Utilities, and the like.

1.4 Disputed Amounts. In the event that there is a dispute regarding any Contractor invoice, Haven agrees to notify Contractor in writing of the disputed amount within forty-five (45) days of the date of receipt by Haven of the invoice, specifically identify the reason for the dispute, and pay the undisputed amount while the amount that is in dispute is under negotiation. Haven will have no obligation to pay for Fees not invoiced.

1.5 Taxes. All invoices shall be inclusive of all applicable taxes, however designated and of whatever nature that are levied or imposed by reason of the transactions contemplated by this Agreement. Haven may withhold from its payments to Contractor any taxes required by law unless Contractor provides Haven with documentation sufficient to verify that Contractor is eligible for a reduced rate of withholding, in which case Haven shall withhold as such reduced rate.

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2. FEE SCHEDULE.

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2.1. Rate Card. For each Project and agreed upon rate card for major milestones will be established as listed below
Milestone /
Work Order
Type
Deliverables Requirements Standard Fee
SS Site Survey
Complete
- Signed Work Order
- Site Survey Form
- Site Survey Complete
- Deliverables satisfactory to
Haven
$150 Per Job
IC Install Complete - Signed Work Order
- Site Photos
- As-Built CAD
- Bill of Materials
- Completion Certificate
- Job Close Out (JCO)
- System is completely Installed
- Satisfactory Commissioning
Tests
- Satisfactory JCO Report
- Deliverables satisfactory to
Haven
- No Default
$225
$2500
$500
Per Module
1st Battery
Additional
Battery
FIN Final
Inspection
Notice (FIN)
Complete
- FIN Documentation
Received
Inspection Complete
Receipt of FIN
Deliverables satisfactory to
Haven
Included Per Job
UP Upgrades - Signed Work Order
- Site Photos
- As required by
Work Order
Install of Upgrades
As required by Work
Order Deliverables
satisfactory to Haven
Per mutual
agreement depending
upon work required.

Upgrade Type Price Adder
Flat Roof $20 per module
Tile Roof (concrete cement and not
clay)
$25 per module
High Roof (3 or more stories) $15 per module
Steep Roof (37 or more degrees) $25 per module
Main Service Panel Upgrade $2,500 - $4000 based on scope Structural Upgrades Quote Required

3. PAYMENT DETAILS.

3.1. Fee Statement. Haven will deliver to Contractor an itemized statement of the Fees paid for each Project, the deductions for items such as Reimbursements, Lost Inventory, Set-Offs, and Liquidated Damages, and any applicable taxes in relation therewith (each, a “Fee Statement”).

3.2. Representations. In providing any Invoice to Haven, Contractor represents and warrants that (i) the MSA is in Confident
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full force and effect; (ii) Contractor is not in breach of any obligation under the MSA; (iii) all representations and warranties in the MSA and related documents are true and correct in all respects; (iv) all Deliverables are complete and accurate; (v) all Requirements and Work have been completed as strictly required by this Confident
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Agreement; and (vi) to Contractor’s knowledge, the Customer is not in breach of any of its obligations under the Customer Agreement.

3.3. Set-Off, Reimbursements, Liquidated Damages. Notwithstanding any of the forgoing, Haven may (in its sole and absolute discretion) set off, withhold, or otherwise deny payment against any and all unpaid amounts owed by Haven to Contractor for the following reasons:

3.3.1. General Set-Off:For costs, expenses, and other liabilities pursuant to the MSA;

3.3.2. Reimbursement of Fees: For Contractor’s failure to satisfy any Requirement, provide any Deliverable, or comply with any representation or warranty in the Agreement with respect to a Project, or failure to perform any Work required by this Agreement, then Contractor will be required to pay to Haven the entirety of any Fees paid to Contractor for such Project;

3.3.3. Lost Inventory: The Inventory Amount of any lost, damaged, or unaccounted for equipment supplied by Haven to Contractor.

3.3.4. Termination LD: If a Customer Agreement in relation to any Project is terminated or cancelled due to the misconduct of Contractor or any of its Representatives (including, without limitation, any Contractor Default), Contractor agrees to pay to Haven an amount equal to the sum of (i) 100% of all Fees paid to Contractor for such Project; and (ii) and five dollars ($5.00) per watt for the applicable Project (collectively, the “Termination LD”).

3.3.5. Safety LDs: If Contractor or any of its Representatives receives a citation from the U.S. Occupation Safety and Health Administration (“OSHA”) or other health or safety government agency, then Contractor agrees to fully indemnify, advance expenses, and hold harmless Haven and its Representatives. Notwithstanding the foregoing, Contractor agrees that in the event that Haven receives any citation, fine, charge, expense, or penalty from OSHA or any other government agency, then Contractor agrees to pay as a Liquidated Damage to Haven an amount equal to two hundred percent (200%) of the amount of such citation, fine, charge, expense, or penalty.

3.3.6. No-Show / Late LD: In the event that Contractor fails to show or arrives materially late to a scheduled appointment with Haven, a Customer, and/or any Government Authority, then Contractor agrees that it will pay a one-time liquidated damage equal to $[500] per failure.

3.3.7. Delay LD: In the event that Contractor fails to meet the construction schedule set forth in the Applicable Work order by completing a Milestone by a specified deadline/date, and such failure was not due to a Force Majeure Event, then Contractor agrees a daily liquidated damage equal to $[500] per calendar day until Contractor satisfies the Milestone.

3.4. Reasonableness of LDs and Reimbursements. The Parties hereby acknowledge and agree that the Termination LD is a fair and reasonable estimate of the actual damages that would be incurred by Haven under such circumstances and in no event do such liquidated damages constitute a penalty. These remedies shall be considered cumulative, and Haven shall be entitled to all other rights, remedies, and relief under this Agreement and Applicable Law.

3.5. Effect upon Termination: In the event of any termination of this Agreement, regardless of the reason therefor or the Party initiating such termination, subject to Haven’s right to set-off in the Agreement, Contractor shall be entitled to receive payment for only those Projects and associated Work that meet the Requirements before the effect date of the termination.

4. OWNERSHIP OF PROJECTS AND WORK. At all times throughout the Term, in the first instance, Haven shall own all Equipment, Materials, Work, the Customer, the Customer Agreement, and the associated Project.

5. AMENDMENTS AND MODIFICATIONS. Pursuant to this Agreement, this Exhibit D may be modified at any time by Haven by delivering a Revised Exhibit to Contractor to its then-current e-mail address on file with Haven.

Such Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date.

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit E – Approved Subcontractors and Equipment Supply Requirements

CONTRACTOR INFORMATION
Legal Name: [ ] State of Formation: [ ]
Tax ID Number [ ]
Principal
Business
Address:
[ ]

AGREEMENT INFORMATION
Effective Date: [ ]
APPROVED SUBCONTRACTORS:

SUBCONTRACTOR INFORMATION
Name State of
Formatio
n
Tax
ID
Numbe
r
Principal Business
Address
Licensing Information
State Issuin
g
Agenc
y
Number
[ ] [ ] [ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ]

1. CONTRACTOR SUPPLIED EQUIPMENT.

1.1. Definitions.

1.1.1. “BOS Components” means all wires, conduit, cables, junction boxes, flashing, sealants, cable management, and other components that are not part of the Major Equipment.

1.1.2. “Racking” means racks, mounts, flashing, and othersupport structures of a System.

1.2. Condition of Equipment.

1.2.1. All Equipment relating to a Project must be (a) new, unused. and undamaged; and (b) comply with all standards, codes, and Applicable Law.

1.2.2. All Equipment must be free from all Liens.

1.2.3. All Equipment must (a) meet or exceed all Prudent Industry Practices; (b) comply with all respects with the requirements of all Government Authorities and utility interconnection requirements; and Confident
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(c) be fit for its intended purpose and with a reasonable expected life of no less than twenty-five (25) years for modules, (25) years for inverter(s), (10) years for storage.

1.2.4. Contractor must have clear and absolute title to all Equipment.

1.3. Warranties.

1.3.1. Balance of System: all materials must carry customary warranties consistent with Prudent Industry Practices.

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1.3.2. Transferability: All warranties must be freely transferrable to the owner of the Project, including any subsequent assignee or transferee.

1.4. UL Certification. Contractor shall ensure that all Major Equipment meet Underwriters’ Laboratory (UL) standards. Solar Panels and Racking must be mutually listed to UL 2703.

1.5. Balance of System Components.

1.5.1. Contractor shall be responsible to procure all BOS Components.

1.5.2. Contractor shall be required to purchase all BOS Components from reputable and reliable manufacturers with industry-standard warranties of the type and quality consistent with Prudent Industry Practices.

1.5.3. All BOS Components must meet the specifications and requirements of this Agreement, the Customer Agreement, the CAD, the Permit, State and Local Codes, and all other Project Documents.

3. HAVEN SUPPLIED EQUIPMENT.

3.1. Bailment Haven will provide to Contractor certain items of equipment, including (without limitation): Solar Panels, Inverters, Racking, Batteries, and other component parts (collectively “Inventory”). All Inventory picked up or shipped to Contractor by or on behalf of Haven shall be received by Contractor on bailment. At all times, the Inventory shall remain the sole and exclusive personal property of Haven. Contractor shall have no right or interest in the Inventory and absolute title shall be retained by Haven.

3.2. Cost of Bailed Inventory. For any destroyed, damaged, or unusable bailed Inventory, Contractor will pay the Bailed Inventory Amount plus any other damages incurred by Haven in relation to such destroyed, damaged, or unusable Inventory (the “Damaged Inventory Amount”). Contractor acknowledges and agrees that Haven will deduct from the Contractor all the fees associated with the damaged inventory. This means the costs and expenses incurred by Haven in relation to or arising out of the procurement or disposal of the damaged Inventory, including (without limitation): costs of goods, transportation costs, delivery costs, tariffs, taxes, insurance costs, disposal costs, allocated overhead, and allocated general and administrative costs.

3.3. Inventory Processes.

3.3.1. Kitting. In preparing the Inventory for use by Contractor, Haven may separate the Inventory for each Project in separate kits (each, a “Kit”). A Kit will be assembled based on the applicable Design and may only be used on the designated Project. At all times, Contractor shall keep and maintain each Kit as physically separate and distinct from any other Kit. Contractor will not use Inventory from one Kit to supplement another Kit or use any Inventory assigned to a Project on a different project.

3.3.2. Requesting Inventory. For each Work Order, Contractor is required to request Inventory needed for each Project (each, a “Inventory Request”) by submitting an Inventory Request to Haven’s designated email address(es). The Inventory Request must be in form and substance satisfactory to Haven and be received by Haven at least fourteen (14) calendar days prior to the requested pick-up or delivery date.

Haven may approve or deny an Inventory Request based on product availability, Contractor meeting or exceeding the Inventory Maximum, Contractor’s status, or in the sole discretion of Haven.

3.3.3. Receiving Inventory. Contractor is responsible for receiving, documenting, and appropriately accounting for materials provided by Haven under bailment both physically and electronically. If any discrepancy in inventory type or quantities is found upon receipt, Contractor shall work in good faith with Haven to correct any discrepancy physically or systematically.

3.3.4. Delivery.
(a) Pick-Up: Should Contractor elect to pick-up Inventory from Haven or any of location of a Haven Representative, then Contractor agrees that it and all of its Representatives shall comply with all instructions and requirements of Haven and its Representatives in picking up any Inventory. Contractor shall ensure that it has adequate personnel and Confident
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transportation available at the applicable time and applicable location.

Contractor acknowledges that neither Haven nor any of its Representatives shall be responsible for the loading of any vehicles, transportation of any Inventory from the Haven location, or any other related costs (collectively, “Pick-Up Costs”). To the extent that Haven incurs any Pick-Up Costs associated with the Inventory, including any manhours required by personnel of Haven or its Representatives, then Contractor shall immediately pay Haven for such Pick-Up Costs upon demand therefor and/or Haven may set-off any such Pick-Up Costs for any other payments due by Haven to the Contractor under this Agreement or otherwise.
(b) Returning Inventory: Contractor will be required to promptly return to Haven at the locations and by the means specified by Haven upon the occurrence of (a) a Contractor Default; or (b) cancelation of a Work Order. Contractor will be required to pay any and all costs related to any Inventory not promptly returned to Haven as required hereunder.

3.4. Contractor’s Obligations.

3.4.1. No Commingling. Contractor shall keep and maintain all Inventory in a place and in a manner that is physically separate and apart from all other equipment, inventory, and goods owned by any other person. Contractor shall not commingle any of the Inventory with property owned by Contractor or any other person. To the extent any Inventory is identified for a specific Project, then such Inventory will be maintained separately and stored segregated from other Inventory or other inventory of Contractor.

3.4.2. Safety and Security. Contractor shall ensure that the Inventory be safely and secured stored such that it is protected from the elements, not susceptible to harsh environmental conditions, and secure from theft, vandalism, or other wrongful acts.

3.4.3. Signage. In close proximity to all Inventory, Contractor shall display signage with prominent lettering that (a) identifies the Inventory as being held on bailment by Contractor; and (b) plainly states that such Inventory is owned by Haven. To the extent applicable, such signage shall also list the applicable Project, Customer, and account number for Inventory identified for a specified Project.

3.4.4. Liens. Contractor shall ensure that the Inventory at all times shall remain free and clear of all Liens.

Contractor shall not permit any contractor, landlord, warehouseman, or any other person or entity to place a Lien that in any way may affect or encumber the Inventory. Contractor agrees that it will indemnify, defend, advance expenses, and hold harmless Haven for any and all Liens. Contractor agrees that Haven may set-off and/or withhold any amounts due by Haven to Contractor under this MSA or otherwise in order to satisfy and abate any Lien affecting the Inventory.

3.5. Warehouse Locations. Contractor shall be required to provide detailed locational information for all locations in which Inventory is stored (each, a “Warehouse”).

3.5.1. Approvals. Before accepting delivery of any Inventory or relocating any Inventory already on bailment, Contractor shall first (a) provide written notice to Haven concerning the location of each Warehouse; and (b) allow Haven to physically inspect such Warehouse.

3.5.2. Haven Review. Each Warehouse must be satisfactory to Haven (in its sole and absolute discretion).

Haven may, for any reason, deem a Warehouse to be unsatisfactory or unsuitable to store the Inventory. In such event, Contractor (i) will be required to store and/or relocate the Inventory to a different location acceptable to Haven; or (ii) may be denied to the right to receive any Inventory under this Agreement, as determined by Haven in its sole and absolute discretion.

3.5.3. Haven Right of Entry. At all times throughout the Term, Contractor hereby grants to Haven a right to enter into any and all Warehouses in order to inspect the Inventory, confirm Contractor’s compliance with this Agreement, and (at the sole discretion of Haven) reclaim and repossess the Inventory. At any time, with or without notice to Contractor, Haven may enter into a Warehouse and reclaim possession of the Inventory.

3.6. Reporting.

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3.6.1. Inventory Casualty Reporting. In the event that any material portion of Inventory is damaged, destroyed, lost, or otherwise not fit for use, Contractor shall immediately notify Haven of such event and reasonably cooperate with all instructions from Haven Representatives.

3.6.2. Inventory Defects. Promptly after discovering or becoming aware of any Defect in any item of Inventory, Contractor shall notify Haven and set aside such Defective Inventory. If necessary or directed by Haven, Contractor must contact the manufacturer’s customer support for troubleshooting.

If Contractor is unable to resolve the Defect, then it must return the Defective Inventory to Haven within seven (7) calendar days. In returning any Defective Inventory, Contractor will provide such information as may be requested by Haven in relation to the Defective Inventory, including (without limitation): (a) documentation, pictures, or other evidence of the Inventory Defects; (b) the manufacturer’s case number; and (c) all RMA paperwork and supporting documentation.

3.7. RISK OF LOSS. Contractor shall bear and be responsible for all risk of loss, damage, or destruction to the Inventory caused by any casualty or reason whatsoever, including, but not limited to fire, flood, windstorm or damage, or loss from theft, negligence or carelessness of Contractor, its employees, or any other person.

4. INSURANCE. As of the Effective Date and at all times throughout the Restricted Period, Contractor has and agrees it shall maintain and carry, at its own expense, in full force and effect property and casualty insurance required by Exhibit C.

5. AMENDMENTS AND MODIFICATIONS. Pursuant to this Agreement, this Exhibit E may be modified at any time by Haven by delivering a Revised Exhibit to Contractor to its then-current e-mail address on file with Haven. Such Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date Confident
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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit F – Code of Conduct
At all times, Contractor and its Representatives must strictly comply with this Code of Conduct and Contractor agrees to train and ensure that all of its Representatives understand and strictly comply with this Code of Conduct. Haven reserves the right to amend, supplement, or in any way modify this Code of Conduct at any time in its sole and absolute discretion. Any violation of this Code of Conduct by Contractor or any of its Representatives shall constitute a Contractor Default.

1. RECORDS RETENTION. Contractor must maintain copies of all pertinent information relating to the Services, including any record of a Customer, for a period of not less than seven (7) years. Contractor must comply with all Applicable Laws concerning records and document retention.

2. DATA AND CYBER SECURITY. Contractor must protect, safeguard, and keep confidential all information concerning any customer, Haven, or any of Haven’s employees, agents, or other service providers. Contractor must provide a copy to its applicable policies and consumer privacy policies. In the event of any data breach, Contractor must immediately notify Haven.

3. TRAINING. Contractor must train their employees, agents, and subcontractors on the content and requirements of the Agreement, this Code of Conduct, OEM Installation and Service requirements, and Applicable Law. As and when requested by Haven, Contractor must provide copies of training materials for review.

4. ANTICORRUPTION. Contractor must comply with all applicable anticorruption and antibribery laws such as the United States Foreign Corrupt Practices Act. Contractor must never pay or receive a bribe or receive or provide anything of value to any person (including government officials) in order to improperly influence such person.

5. MARKETING GUIDELINES. Contractor must not use Haven’s name, logo, or any trademark without the express written permission of Haven’s Marketing and Legal Departments. Any change to materials previously approved must be submitted to Haven for approval.

6. SEIA BUSINESS CODE. Contractor must comply with the Solar Energy Industries Association (SEIA) Business Code, available at https://www.seia.org/initiatives/seia-solar-business-code.

7. RESPECT PROPERTY.

7.1. Smoking, drugs, and/or alcohol use at any Haven location, Customer’s Property, or nearby/adjacent to such locations is strictly prohibited. No Representative of Contractor will act in a manner that is negligent, fraudulent, and/or unprofessional misconduct.

7.2. The Property and whole Project shall be maintained in a safe and clean condition at all times. Construction debris must be removed promptly at the end of each day and at the end of the Work, the Project site shall be left as clean as it was at the beginning, if not cleaner.

7.3. Equipment will have all safety guards or mechanisms in place and will not be removed under any circumstance except for repair by authorized personnel. Modifying or tampering with equipment that deviates from manufacturer's owner's manual is prohibited.

7.4. The Customer’s Property and personal belongings must be treated with respect. Contractor is responsible for any damage caused to Customer, its Property, or Havens’s equipment or inventory, tools, and Property.

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8. RESPECT PEOPLE.

8.1. Care should be taken in language used at all times. Contractor should assume that all communications are overheard by the Customer and recorded. Offensive or abusive language is not acceptable in any setting.

8.2. Proper safety equipment (PPE) and attire MUST be worn at all times while on the Project site. Shoe covers must be worn at all times when entering the interior of a Customer’s Property.

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8.3. All individuals must be treated with respect at alltimes. Unprofessional behavior, horseplay, uncivil conduct, or any behavior which reflects poorly upon construction professionals and/or Haven is not allowed.

8.4. Music must not be loud, be inappropriate, or disturb the Customer or neighbors in any way.

9. AMENDMENTS AND MODIFICATIONS. Pursuant to this Agreement, this Exhibit F may be modified at any time by Haven by delivering a Revised Exhibit to Contractor to its then-current e-mail address on file with Haven. Such Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date.

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit G – Contractor Background Questionnaire
No. Requested Item Received
(Yes, No, or
N/A)

1. Contractor Background

1.1. Provide full name of your company and state of formation.

1.2. Provide primary owners, senior management, and org chart (or description of organization).

1.3. Provide description of your company and the services you anticipate providing to Haven.

1.4. Provide a copy of your good standing certificate from the state in which company is formed.

1.5. Provide a list of all states in which you operate.

1.6. Provide a list of your company’s licenses and registrations.

1.7. Provide a W-9.

1.8. Provide a copy of your certificate of insurance that names Haven as an additional insured.

1.9. If available, please provide a copy of your audited financial statements (unaudited if not available).

2. Employees

2.1. Do you perform background checks on all of your employees? What are your procedures?

2.2. Describe your employee disciplinary procedures.

2.3. Provide a list of your employees’ licenses and registrations.

2.4. Is your company affiliated with IBEW? If so, which Local(s) are you affiliated with?

3. Subcontractors

3.1. Will you provide any services to Haven through a subcontractor or person that is not employed by your company? If no, skip this Section 4.

3.2. If yes, describe in detail these services and third parties, and provide a list of the licenses and registrations of these third parties.

4. Contractor’s Policies

4.1. Provide or describe your information security policies and consumer privacy policy.

4.2. Provide your licensing and registration policies applicable to the company and employees.

4.3. Provide or describe your telemarketing and do-not-call policies (if applicable).

4.4. Provide proof of adherence to prevailing wages

5. Litigation and Regulatory

5.1. Have you or any employee received: (a) a threat of or actual lawsuit; or (b) an inquiry, investigation, or action by a regulator that alleges violation of consumer protection laws or fraud? If yes, please describe.

5.2. Have you or any employee received an investigation or negative action with respect to any license or registration? If yes, please describe.

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5.3. Have you had any material data breaches or leaks of consumer personal information?

7. Information Technology

7.1. Do you anticipate having access to Haven’s systems and/or data? If yes, please describe.

7.2. If individual employees of yours will be given access to Haven’s systems, what is your procedure to monitor their activity and reporting to Haven of any change in role or termination?

7.3. Please provide a copy of your data retention policies and describe your records retention process.

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit H – Contractor Obligations

CONTRACTOR INFORMATION
Legal Name: [ ] State of Formation: [ ]
Tax ID Number [ ]
Principal
Business
Address:
[ ]

AGREEMENT INFORMATION
Effective Date: [ ]
Throughout the Term, Contractor agrees that it will strictly comply with all of the following obligations set forth in this Exhibit H (collectively, the “Contractor Obligations”). In addition, Contractor shall train and instruct its employees, agents, and Affiliates to strictly comply with all Contractor Obligations. Contractor acknowledges and agrees that it shall be liable for any of the acts or omissions of any employee, agent, or Affiliate in relation to or arising out this Agreement, the Services, and/or these Contractor Obligations.

1. GENERAL OBLIGATIONS. At all relevant times, Contractor shall:

1.1. Understand,train all Representatives on, and comply with the Haven Code of Conduct; and

1.2. Comply in all respects with Applicable Law;

1.3. Comply in all respects with the terms and conditions of the Customer Agreement; and

1.4. Be solely responsible to ensure that the Property and each location within the Property where Services will be performed is free from health and/or safety hazards to Contractor or any person perform work at the Property.

1.5. Comply in all respects with the terms, conditions, and requirements of this MSA.

2. AMENDMENTS AND MODIFICATIONS. This Exhibit H may be modified at any time by Haven by delivering a Revised Exhibit to Contractor to its then-current contact address on file with Haven. Such Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date.

3. WORK ORDERS.

3.1. Contractor will not commence any Work with respect to a particular Project until it receives a Work Order from Haven. From time to time, Haven may issue a Work Order for one or more Projects by transmitting a Work Order to Contractor. A Work Order may be accepted by Contractor by replying with its acceptance via the same means by which the Word Order was transmitted by Haven.

3.2. Contractor understands and acknowledges that with respect to each Work Order, Haven is relying on Contractor’s representations that it can meet the tight timing requirements and response requirements set forth in this Agreement. Unless expressly stated in the Word Order, Contractor shall be required to respond within Confident
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two (2) Business Days. TIME IS OF THE ESSENCE OF THIS AGREEMENT AND EACH WORK ORDER.

3.3. If Contractor fails to respond in writing within two (2) Business Days to any Work Order, then Haven may (in its sole and absolute discretion):

3.3.1. Find an alternative contractor to perform the Work;

3.3.2. Terminate this Agreement; or
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3.3.3. Seek any other remedy available to Haven under this Agreement or Applicable Law.

3.4. Upon demand thereof, Contractor shall be required to pay to Haven the amount of any costs, fees, penalties, or other damages incurred by Haven in connection with Contractor’sfailure to respond to a Work Order in a timely manner.

4. INSTALLER SERVICES. If applicable in the Work Order, Contractor agrees to strictly comply with and perform the following “Installer Services”:

4.1. General.

4.1.1. Install the System and allProducts for each Project;

4.1.2. Complete all electricalinterconnection required for eachProject; and

4.1.3. Perform all startup and commissioning tests for eachProject.

4.2. Install Tools. Contractor shall be required to use and strictly adhere to the requirements of Haven’s software tools and systems in relation to the scheduling, installation, commissioning, and other actions that may be required to perform the Installation Services in relation to any System or Project (collectively, the “Install Tools”). Contractor acknowledges and agrees that Haven may modify its Install Tools from time to time, including both functionality and design assumptions, without notice to Contractor. For the avoidance of doubt, Haven may (in its sole and absolute discretion) amend, modify, alter, or in any way change the look, feel, functionality, required steps, or Deliverables mandated in the Install Tools.

4.3. Deliverables. Contractor will be responsible to ensure that each of the following materials are accurately completed, signed by the appropriate individuals, and delivered to Haven by the means and methods instructed by Haven (collectively, the “Deliverables”):

4.3.1. Signed Work Order;

4.3.2. Site photos;

4.3.3. Bill of Materials;

4.3.4. HOA approvalletter (if applicable);

4.3.5. Final Inspection Notice;

4.3.6. Completion Certificate and Job Close Out (JCO) documentation and photos.

4.4. Work Schedule.Unless stated in the Work Order, Contractor shall schedule the Work with the Customer. Contractor shall arrive at the time scheduled and complete the Work in strict compliance with the applicable time frames set by this Agreement, the Customer Agreement, and the applicable Work Order (the “Work Schedule”). From time to time, Haven may (in its sole and absolute discretion) modify the Work Schedule. In the event that Contractor fails to satisfy the deadlines set forth in the Work Schedule, then Contractor shall be responsible to pay to Haven the applicable Delay LDs (as such term is defined on Exhibit D). It is understood that work schedules could be delayed due to legitimate reasons such as weather, and in these cases the contractor will communicate these delays with Haven and the schedule adjusted accordingly.

4.5. Work. Contractor will act as an authorized installer for Haven. As an installer, Contractor will be required to perform all Work for a Project pursuant to the applicable Work Order, which may include some or all of the following (collectively, the “Work”):

4.5.1. Personnel: At all times when on-site at a Customer’s Property, each crew of Contractor performing any Services must include (at a minimum):
(a) Employees of Contractor that are qualified with appropriate certifications and Licenses as supervising, journeyman, or master electricians in the proper ratio as required by Applicable Law; and
(b) An employee that can speak English fluently.

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4.5.2. Installation: Contractor will be responsible, at its sole cost and expense, to undertake all installation requirements in strict adherence with the Requirements, the Specifications, and the SOP, including (without imitation):
(a) Install the System and rest of the Project in strict adherence with the Install Standards and Specifications;
(b) All construction, install, and electrical related Work is performed by qualified and licensed personnel, appropriately supervised, and in compliance with all health and safety laws and standards;
(c) Complete installation of the System and Project such that it meets or exceeds all quality standards required by Haven;
(d) Ensure that theSystem passes the CommissioningProtocolto the satisfaction of Haven; (e) Unless consented to in writing by Haven in a Change Order or otherwise, Contractor shall strictly comply with the Work Order and shall not deviate in any way from the design of the System or Products; and
(f) Ensure theSystem timely achieves Verified as Operational (VAO).

4.5.3. Other: To the extent required by the Customer Agreement, the Work Order, this Agreement, the Permit, Applicable Law, Prudent Industry Practices, or the SOP, or if reasonably requested by Haven, “Work” may also include all labor, materials, supplies, equipment, machinery, supervision, coordination, transportation, services, and all other things necessary for execution of and fulfillment of Contractor’s obligations under any Work Order and this Agreement. Work may refer to any or a combination of types of Work, including installation, field fix, warranty, repair, maintenance, warranty, service, etc.

4.6. Installation Commissioning Protocol. Upon structural and electrical completion of a System, Contractor shall perform the following tests and steps on the System (collectively, the “Commissioning Protocol”):

4.6.1. Inspect the System and Products to confirm that all Equipment, the Products, and other components have been installed properly to meet or exceed all Specifications and Requirements, including the SOP;

4.6.2. Operate the System and Products such that energy is generated and verifiable via the performance meter and/or the monitoring portal (as applicable);

4.6.3. Confirm provisioning, communication, and connectivity among the remote monitoring system, the performance meter, gateway, and Inverters.

5. GENERAL WORK.

5.1. Clean Up. At all times, Contractor will perform its Work to keep each jobsite clean, safe, and orderly condition free from debris. The jobsite and all surrounding areas will be cleaned up at the end of each day prior to Contractor leaving the jobsite for the day and at the completion of the Work. Upon completion of Work, Contractor will clean all surfaces, fixtures, equipment, etc., and remove all hazardous wastes and materials, temporary structures, debris, and waste incidental to the performance of the Work.

5.2. Quality. Contractor shall adhere to and strictly comply with Haven’s Quality Checklist and Job Close Out (JCO) requirements to the extent applicable to the Work. Contractor acknowledges that Haven will review, check, and audit some or all of the Work performed by Contractor hereunder. To the extent any defect is found by Haven, Contractor agrees that it shall immediately, at its sole cost and expense, repair, replace, and/or ameliorate the defect to the satisfaction of Haven. If Contractor is unable to meet or exceed the Quality Checklist or Job Close Out (JCO), then Haven may withhold any and all Fees that would otherwise be payable to Contractor by Haven hereunder.

5.3. Standard of Care. Contractor shall perform all Services:

5.3.1. To the highest degree of standard of care in keeping with Prudent Industry Practices throughout the United States;
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5.3.2. In a good and workmanlike manner, continuously and diligently to completion, with sufficient labor and materials; and in strict compliance with:
(a) The Specifications;
(b) The Requirements;
(c) Haven’s policies and procedures;
(d) This Agreement;
(e) The Permit;
(f) The Customer Agreement; and
(g) Standards, Codes, and all Applicable Laws.

5.4. Title and Risk of Loss.

5.4.1. Title: Except as specified in any Work Order, all components of the Work shall remain the sole responsibility of Contractor until such time as the Work is accepted in writing by Haven. In connection with any invoice for Work and at the time paid by Haven, Contractor shall represent and warrant to Haven that it has good legal title to all Work and guarantees thattitle, when it passes to and vests with Haven, shall be free and clear of any and all Liens. Should Contractor breach this warranty, Contractor shall defend the title to the Work at its sole expense.

5.4.2. Risk of Loss: Until any Work is accepted in writing by Haven, Contractor shall be responsible for and bear the risk of loss of (i) any Work that is damaged, stolen, lost or destroyed (whether the Work was located on or off the property of a Customer at such time); and (ii) all tools or equipment provided by Haven; in each case unless such loss, damage, theft or destruction is caused by Haven.

6. STANDARD OPERATING PROCEDURES. Unless specified in the Work Order, Contractor shall perform the Services and the Work in strict compliance with the Original Equipment Manufacturer. Contractor acknowledges that it is certified through the Original Equipment Manufacturer, understands its requirements, and agrees to abide by all obligations therein. Contractor further acknowledges that Haven may update their SOP from time to time in its sole and absolute discretion. Contractor will be responsible to maintain access to the latest version of the SOP and OEM certification.

7. WARRANTIES. At all times throughout the Warranty Period, Contractor represents, warrants, and agrees to provide for the benefit of Haven, any of its financing partners and Affiliates, and the applicable Customer the Workmanship Warranty, the Roof Penetration Warranty, and the BOS Components Warranty, and the Equipment Warranty (if applicable), in each case as defined below (collectively, the “Warranties”).

7.1. Workmanship Warranty. At all times throughout the Warranty Period, Contractor shall represent and warranty that: (a) all Work was performed in a good and workmanlike manner and in accordance with all Requirements and Specifications, including this Agreement, the Customer Agreement, the Permit, and Applicable Law; (b) all design and engineering Work was performed in accordance with professional standards and with the skill, expertise and diligence of design professionals regularly involved in power production projects; (c) all equipment incorporated into the System was of suitable grade of their respective kinds for their intended use and will be new; and (d) as of the Install Completion, (i) the System as installed and constructed complies with all Requirements and Specifications; (ii) the System will have satisfied all necessary performance, commissioning, and other tests required by Haven; and (iii) the System and Contractor’s Work shall be free from material defects in design, construction, and workmanship.

7.2. Roof Penetration Warranty. For the Warranty Period, Contractor agrees that any and all Work and Services it performs under this Agreement in relation to the roof of a Customer shall ensure that such roof shall remain watertight and free from leaks at all times throughout the Warranty Period. Any and all roof penetrations made by Contractor shall be sealed, flashed, and made watertight.

7.3. BOS Components Warranty. For the Warranty Period, Contractor agrees that all BOS Components will be (a) free from defects in design, engineering, workmanship, or materials; (b) be rated resist rust and corrosion throughout the Warranty Period in compliance with the Requirements; and (c) suitable for its intended purpose.

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7.4. Equipment Warranty. All other Equipment, Products, and other components procured by and installed by Contractor shall be (i) new and unused; (ii) in good condition and repair; (iii) strictly comply with the Customer Agreement, the Permit, and Applicable Law; (iv) meet or exceed all applicable code, standards, and prudent industry practices; (v) be sourced from manufactures that are financially sound and not insolvent; and (vi) fit for its intended purpose.

7.5. Warranty Support. At all times throughout the Warranty Period, at no additional cost to Haven or a Customer, upon the request of Haven, Contractor shall provide services to Haven for any and all repair, maintenance, replacement of equipment or components, or other services relating to or arising out of any of the Contractor Warranties.

7.6. Remedies for Breach of Warranty. In the event of any breach of any of the Warranties, Contractor shall (at its sole cost and expense) promptly and prudently correct the Work to comply with the Warranties to the reasonable satisfaction of Haven. All costs relating to such Warranty Work, including (without limitation) transportation, shipping, equipment removal, equipment repair, reinstallation, labor, repair of damaged customer property, customer compensation, and taxes shall be borne completely by Contractor.

7.6.1. For Emergencies, Contractor agrees to use best efforts to address and resolve the breach of the Warranty within one (1) Calendar Day. Priority 1 (P1) High Priority events are issues requiring immediate action and include (but are not limited to) defects that have or could cause a thermal event, electrical shock, or a mechanical failure that could cause serious injury (i.e. dislodged panel).

7.6.2. For non-Emergencies, Contractor shall address and resolve the breach of the Warranty within three (3) Business Days to seven (7) Business Days, depending upon the priority. Priority 2 (P2) Medium Priority events are important issues that should be addressed soon but may have workarounds or less severe consequences than a P1 event. These should be addressed within three (3) Business Days. Priority 3 (P3) Low Priority Minor events are issues that can be scheduled for later and should be addressed within seven (7) business days.

7.7. In the event Contractor failsto remedy the breach of Warranty to Haven’s reasonable satisfaction within the one (1) to seven (7) Business Day period described above, then Haven may (in its sole and absolute discretion) elect to perform the necessary Warranty Work. Contractor shall immediately pay Haven upon demand the sum of the following: (i) all costs and expenses incurred by Haven, (ii) twenty-five percent (25%) for overhead, general, and administrative costs; (iii) twenty-five percent (25%) for Contractor’s breach and failure to perform required Warranty Work; and (iv) any collection costs, fees, or other charges incurred by Haven.

7.8. Transferability. All Warranties shall be freely transferrable to any owner of the System or Products, without consent of or notice to Contractor.

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HAVEN

ENERGY MASTER

SERVICES

AGREEMENT
Exhibit I – Restrictive Covenants

AGREEMENT INFORMATION
Effective Date: [ , 2025 Restricted Period: Term plus 24 months

1. DEFINITIONS. The following terms used herein shall have the following meanings:

1.1. “Competitor” means any person or entity that provides products and/or services that are substantially similar to or competitive with those offered or provided by Haven or any of its Affiliates at any time during the Restricted Period, including (without limitation) companies, persons, or entities in the business of selling (i) residential and commercial photovoltaic or solar thermal products or services; (ii) residential or commercial energy storage and battery products and services; (iii) energy management and home automation; collectively with any Affiliates, contractors, or dealers of any of the foregoing.

1.2. “Confidential Information” means any information that relates to either party that is not already a matter of public knowledge, including any trade secrets and know-how, that is marked “confidential” or a reasonable person would know is confidential from the circumstances of disclosure. Confidential Information may be disclosed to the other party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information does not include information that is or has become publicly known through no fault of the receiving party or its employees or agents, is received without restriction from a third party lawfully empowered to disclose such information, was rightfully in the possession of the receiving party without restriction prior to its receipt pursuant to this Agreement, and is independently developed by or on behalf of the receiving party. Each party agrees to hold all Confidential Information in confidence and use it only as needed to perform this Agreement. Each party agrees to protect the other party’s Confidential Information using the same degree of care to prevent the unauthorized, use, dissemination or publication of the Confidential Information as such party uses to protect its own confidential information but in no event less than a reasonable degree of care. A party may provide Confidential Information in response to a valid order of a court or other governmental body provided such party gives the other party prompt written notice of such required disclosure and an opportunity to seek a protective order or other legal remedy to prevent the disclosure and shall reasonably cooperate with the other party’s efforts to secure such a protective order or other legal remedy. The parties agree that any breach of this Agreement section is likely to cause substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the non-breaching party shall have the right to specific performance and injunctive relief.

1.3. “No Publicity” means that the Contractor shall treat the terms and conditions of this Agreement as Confidential Information and shall not make any publication (including on Contractor's website), presentation, public announcement or press release concerning the existence of this Agreement without first obtaining Haven’s prior written consent, which may be withheld at Haven’s sole discretion.

1.4. “Disclosing Party” means a Party or its Representative that sends (by any means) any Confidential Information to Receiving Party.

1.5. “Receiving Party” means that Party or its Representatives to whom any Confidential Information is sent by a Disclosing Party.

1.6. “Restricted Period” has the meaning set forth above.

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2. OWNERSHIP. All works of authorship, designs, works, improvements, technology, developments, discoveries, and trade secrets conceived, made, or discovered by Contractor as a result of the Services performed hereunder, including any documentation, deliverables or results of Contractor’s work product under this Agreement (collectively, Confident
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“Works”) will be the sole property of Haven. In addition, Works that constitute copyrightable subject matter will be considered “works made for hire”. To the extent that ownership of the Works does not by operation of law vest in Haven, Contractor will assign (or cause to be assigned) and does hereby assign fully to Haven all right, title, and interest in and to the Works, including all related intellectual property rights. Contractor will assist Haven and its designees in every proper way to secure Haven’s rights in the Works and related intellectual property rights.

3. CONFIDENTIALITY.

3.1. Obligations of ReceivingParty.

3.1.1. Each Receiving Party shall: (i) keep and safeguard all the Confidential Information as confidential; (ii) not disclose any Confidential Information in any manner whatsoever, except as required by applicable law pursuant to Section 3 below; and (iii) not use any Confidential Information for its own financial gain or benefit.

3.1.2. Notwithstanding the foregoing, a Receiving Party may reveal the Confidential Information to its Representatives (i) who are informed by Receiving Party of the confidential nature of the Confidential Information; and (ii) who agree to strictly abide by the terms of this Agreement or are under a duty of confidentiality to the Receiving Party no less strict than the terms of this Agreement.

3.1.3. Each Party shall cause its Representatives to observe the terms of this Agreement. Neither Party may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Party’s Confidential Information.

3.2. Required Disclosures. In the event that a Receiving Party is requested or required by a court of competent jurisdiction (whether by interrogatory, request for information or documents, subpoena, deposition, court order, or other process) to disclose any Confidential Information (the “Required Disclosure”), Receiving Party shall, to the extent permitted by applicable law, provide prompt written notice to Disclosing Party concerning such Required Disclosure. If Receiving Party determines that such notice is permitted by law, Receiving Party shall cooperate with Disclosing Party in seeking an appropriate protective order. If the Required Disclosure is required by applicable law, then Receiving Party shall ensure that no additional Confidential Information than strictly necessary is disclosed in complying with any such request or requirement. In any event, Receiving Party will not oppose any action by Disclosing Party to obtain an appropriate protective order, injunction, or other reliable assurance that confidential treatment will be accorded the Confidential Information.

3.3. Destruction or Erasure of Confidential Information. To the fullest extent permitted by applicable law, and to the extent reasonably practicable, Receiving Party agrees that it will, upon Disclosing Party’s written request:

3.3.1. Promptly destroy all copies of the written Confidential Information in Receiving Party’s possession and confirm such destruction to Disclosing Party in writing;

3.3.2. Take reasonable steps to delete, erase, and remove electronic Confidential Information in Receiving Party’s computer systems and confirm such deletion and removal to Disclosing Party in writing; and/or

3.3.3. Promptly deliver to Disclosing Party, at Receiving Party’s sole expense, all copies of the written Confidential Information in Receiving Party’s possession.

Receiving Party shall be permitted to retain copies of the Confidential Information to the extent required to comply with any law or court order to which Receiving Party is subject.

Notwithstanding anything to the contrary contained herein, any Confidential Information, or copy or portion thereof, that is retained by a Receiving Party shall be maintained in accordance with the confidentiality obligations of this Agreement for so long as such Confidential Information is held.

4. NON-DISPARAGEMENT. Neither Party will make any statement (whether truthful or not) to another person or entity that could in any way adversely affect the reputation, brand, or image of the other Party.

5. NO CONFLICT OF INTEREST. At all times throughout the Term, Contractor shall not to accept work or enter into any agreement or accept any obligation thatisinconsistent or incompatible with this Agreement or the scope ofServices.

Contractor represents and warrants that there is no other existing agreement or duty on Contractor’s part that is inconsistent with this Agreement.

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6. NON-SOLICITATION.

6.1. Contractor. Without the prior written consent of Haven, at all times during the Term and for twelve (12) months thereafter, Contractor shall not, directly or indirectly, and shall not cause or permit any of its Representatives to, for any reason whatsoever: (a) solicit, sell, promote, upsell, cross-sell, or induce, or attempt to solicit, sell, promote, or induce any Customer to terminate, cancel, not renew a contract, or in any way cease to do business with Haven;(b) solicit, induce, or attempt to solicit or induce any employee of Haven to terminate their employment with Haven; (c) induce, solicit, or in any way cause any dealer, lead gen provider, or contractor that Contractor knows or has reason to know provides such services to Haven to terminate, cancel, or not renew (in whole or in part) its relationship with Haven; or (vi) any retail store owner or operator, home builder, or other channel partner to terminate, cancel, or not renew (in whole or in part) its relationship with Haven.

6.2. Unless consented to in writing by Contractor, at all times during the Term and for six (6) months thereafter, Haven will not: (a) solicit, induce, or attempt to solicit or induce any employee of Contractor to terminate their employment with Contractor; or (b) induce, solicit, or in any way cause any dealer, lead gen provider, or contractor that Haven knows or has reason to know provides such services to Contractor to terminate, cancel, or not renew its relationship with Contractor.

6.3. General Postings. General job postings or other forms of general solicitation shall not be considered solicitation or inducement for the purposes of this Agreement so long as such Party did not first learn of such individual, entity, or customer based on or arising from this Agreement, or the transactions contemplated thereby.

7. REMEDIES. Contractor hereby acknowledges and agrees that any action taken by Contractor or its Representatives in violation of these Restrictive Covenants set forth on this Exhibit I would result in substantial damages to Haven and/or its Representatives, and that such damages would be difficult to determine as a result of the direct and indirect harm to Haven, its Representatives, and their respective businesses. Contractor further acknowledges and agrees that any breach or violation of this Exhibit I by Contractor or any of its Representatives will result in irreparable harm to Haven, its Representatives, and their respective business interests and goodwill.

8. NON-EXCLUSIVITY OF HAVEN. Nothing in this Agreement shall restrict the right of Haven to engage, directly or indirectly, in the same activities as Contractor, whether for its own account or otherwise.

9. SEVERABILITY. Each of the Parties hereby expressly acknowledge and agree that all restrictive covenants set forth in this Exhibit I should be enforced to the maximum extent permitted by Applicable Law. In the event that any time period, scope, or term of any provision in this Exhibit I is declared by a court of competent jurisdiction to exceed the maximum time period, scope, or term that such court deems enforceable, then such court shall reduce the time period, scope, or term to the maximum time period, scope, or term permitted by Applicable Law.

10. AMENDMENTS AND MODIFICATIONS. This Exhibit I may be modified at any time by Haven by delivering a Revised Exhibit to Contractor to its then-current e-mail or other address on file with Haven. Such Revised Exhibit shall be effective and binding upon Contractor and Haven after seven (7) calendar days of its delivery, unless such Revised Exhibit has a specifically-identified later effective date. 4899-9002-1189 v1
HAVEN
ENERGY
MASTER

SERVICES

AGREEMENT
Exhibit J – Form of Project Completion Certificate

CONTRACTOR INFORMATION
Legal Name: [ ] State of Formation: [ ]
Tax ID Number [ ]
Principal
Business
Address:
[ ]

AGREEMENT INFORMATION
Effective Date: [ ]
This PROJECT COMPLETION CERTIFICATE (this “Completion Certificate”), dated as of the date set forth above, is issued pursuant to the above-reference certain Master Services Agreement, dated as of the Effective Date, by and between Haven Energy and the undersigned Contractor. Any capitalized term used in this Certificate by not defined herein shall have the meaning ascribed to such term in the MSA. By executing this as of the date hereof, Contractor hereby represents, warrants, and certifies as follows:

1. All Customer Agreements, Project Documents, and other written instruments relating to the Projects are accurately completed and include true and proper signatures of the parties thereto;

2. All information provided by Contractor in relation to the Customers, Customer Agreements, and the Projects is true, correct, and complete in all respects and does not omit any statement or fact;

3. Neither Contractor nor any of its Representatives made any misstatement or misrepresentation to any Consumer (including any Customer) or made any promises to a Consumer in relation to the Services,the Customer Agreement,the Products, or the Projects that is not true, complete, and accurate in all respects;

4. All Services, Work, and other activities performed by Contractor or any of its Representatives in connection with the Customers complied in all respects with Applicable Law, this Agreement, and the Customer Agreements;

5. The Customers, the Customer Agreements, the Customer’s property, and the Projects are free and clear of any and all Liens;

6. There is no dispute or Claim, including any threat of a dispute or Claim, between Contractor and any Customer;

7. Contractor is not aware of any facts that would prevent the Customer from proceeding with the Customer Agreement;

8. Neither Contractor nor any of its Representatives have (a) entered into any agreement with a Customer other than the Customer Agreements; (b) accepted or received any cash, check, credit card, ACH, or other payment information for any Customer; and (c) entered into any contract or agreement (oral or written) pursuantto which Contractor has pledged or agreed to pledge, sell, exchange, transfer or dispose of, in any manner, any of Contractor’s right, title or interest to a Customer, a Customer Agreement, or any of the transactions contemplated thereby and hereby;

9. Contractor has and maintains in good standing all of the Licenses and any other government approvals orPermits as may be necessary to perform the Services;

10. All representations and warranties in the MSA are true and correct in all respects;

11. No breach, default, or event of default has occurred or is continuing under the MSA; and 4899-9002-1189 v1

12. Contractor has completed all Requirements, delivered to Haven all Deliverables, and met all conditions precedent contained in the MSA required to receive any Advance or Fee in relation to each Project.

CONTRACTOR: [ ]
By:

Name:

Title:

Date:
4899-9002-1189 v1
Exhibit F
Sample SGIP Agreement (Haven SGIP Prepaid ESA template (Solar + Battery)) * *Contract will be used for Battery Only Services per this agreement. References to “Solar” are eliminated when contracts are filled out with customers.

SOLAR ENERGY SYSTEM DISCLOSURE DOCUMENT
This disclosure shall be printed on the front page or cover page of every solar energy contract for the installation of a solar energy system on a residential building.

The TOTAL COST for the energy system (including financing and energy / power cost if applicable) is: ${{Quoted_Price}} To make a complaint against a contractor who installs this system and/or the home improvement salesperson who sold this system, contact the Contractors State License Board (CSLB) through their website at www.cslb.ca.gov (search:
“complaint form”), by telephone at 800-321-CSLB (2752), or by writing to P.O. Box 26000, Sacramento, CA 95826.

If the attached contract was not negotiated at the contractor's place of business, you have a Three-Day or Five-Day Right to Cancel the contract, pursuant to Business and Professions Code (BPC) section 7159, as noted below. For further details on canceling the contract, see the Notice of Cancellation, which must be included in your contract.

Three-Day Right to Cancel/Five-Day Right to Cancel
You, the buyer, have the right to cancel this contract within three business days (if You are age 65 or over, you have the right to cancel this contract within five business days). You may cancel by e-mailing, mailing, faxing, or delivering a written notice to the contractor at the contractor's place of business by midnight of the third or fifth business day after you received a signed and dated copy of the contract that includes this notice. Include your name, your address, and the date you received the signed copy of the contract and this notice.
4899-9002-1189 v1
Customer initial
4899-9002-1189 v1
This document was developed through coordination of the California Contractors State License Board and the California Public Utilities Commission pursuant to Business and Professions Code section 7169 4899-9002-1189 v1

HOME IMPROVEMENT

ENERGY SERVICES

AGREEMENT
Address for notices and cancellations:

Haven Energy Services Inc. (California Contractor License No. 1104018) 12100 Wilshire Blvd. Los Angeles, CA 90025
Date signed:
4899-9002-1189 v1

SYSTEM SPECIFICS
Effective Date {{today}}
Customer
(“Customer” or “You”
or “Your”)
Premises (“Premises”) Haven (“Haven”) Advisor
{{customer_name}} {{customer_address}} Haven Energy
Services Inc
CSLB License #
1104018
{{salesperson_na
me}}
{{salesperson_HIS
}}
Description of the Project (System) and Description of the Significant Materials to be Used and Equipment to be Installed

CONTRACT PRICE
The below prices are valid for 30 days.

Description of the System (the “System”)
{{Description of System at Premises}}
Description of the Significant Materials to be Used and Equipment to be Installed {{PV_KW}} kW Photovoltaic System and Energy Storage System PV Modules {{No_of_modules}}
{{Module_Type}}
Inverter {{Inverter_Type}}
Battery {{No_of_batteries}} {{Battery_Type}}
System Adders {{System_Adders}}
4899-9002-1189 v1
Haven System Cost: ${{Quoted_Price}}
Estimated Rebates and Incentives: ${{SGIP_amount}}
Amount Due: $0
Approximate Start Date for Install: {{Date}
}
4899-9002-1189 v1

KEY TERMS AND CONDITIONS

1. Total System Cost; SGIP Program: Customer is entering into a Home Improvement Energy Services Agreement with Haven (the “Agreement”). Customer acknowledges that the total value of the installed System and this Agreement is {{total system cost}}. However, because Haven expects to receive “Incentives” (as defined in Section 4 of the Detailed Terms and Conditions portion of this Agreement) under the California Self-Generation Incentive Program’s Residential Solar and Storage Equity Program (the “SGIP Program”), the total amount owed by the Customer is expected to be $0. The difference between the total system cost and the total amount owed reflects the expected receipt of such Incentives by Haven and is conditioned on the qualification of the System for such Incentives and receipt of such Incentives by Haven. If the System does not qualify, or is not otherwise approved, for such SGIP Program, then Customer or Haven may cancel this Agreement with no fees or penalties.

2. Rebates, Credits, and Incentives: Customer acknowledges and agrees that by entering into this Agreement, any and all Incentives (including but not limited to state, local, federal, and utility credits, rebates, incentives, subsidies and other incentives) will be Haven’s to the extent arising out of the installation, ownership and operation of the System during the Term.

Customershall have no right to claim or receive any such Incentives during the Term. In exchange,the amount owed by Customer under this Agreement for the Services will be $0. Customer acknowledges and agrees that the reduction to the contract price, including any rebates and incentives, will not be taxable to the Customer. Customer understands that no credit check is required for participation in this Agreement.

3. System: “System” is defined as the equipment described above in the section of this Agreement entitled “Description of the Significant Materials to be Used and Equipment to be Installed”, which may include a Home Battery System and/or aSolar Energy System. Customer understands that the System installed will include [a total solar capacity of kW and {{battery type}}. The Solar System will produce an estimated total of {{X,XXX}} kilowatt-hours (kWh) of electricity over the first 12 months of the Agreement, and an estimated total of {{X,XXX}} kilowatt-hours (kWh) of electricity over the course of the full Term.

4. Term: Unless earlier terminated pursuant to the terms of the Agreement, the “Term” shall mean the period beginning on the Effective Date and ending at midnight Pacific Time on the date that is ten (10) years following the date of receipt of all approvals and permits needed to operate the System (the “Operation Date”), including any approvals needed from Customer’s local utility (“Utility”).

5. System Ownership, Access, Operation and Control: Haven and Customer acknowledge and agree that during the Term:
(a) Haven shall have full ownership and control of the System and the sole discretion to determine when or if energy generated by or stored in the System is delivered to the Premises, maintained within the System, or transferred to the energy grid and (b) Haven shall have access rights to the Premises as set forth in the Agreement and (c) the Customer may sell the Premises during the Term. Customer agrees that it shall make best efforts to facilitate the assignment and transfer of this Agreement to a New Homeowner (defined below) as provided in Detailed Terms and Conditions, Section 1.d.ii below. Customer and Haven hereby state their mutual intention that this Agreement is a service contract pursuant to Section 7701(e) of the Internal Revenue Code.

6. Approximate Start Date: Haven will install the System within a reasonable amount of time after Agreement is signed by both parties, but no later than twelve (12) months from the date of this Agreement. The Approximate Start Date is 60-120 days from the date of this Agreement. The System’s approval in the SGIP Program shall constitute substantial commencement under this Agreement (such date, the “Start Date”).

7. Approximate Completion Date: The approximate completion date is approximately 90-120 days after Start Date. This performance timeline is an estimate and may be adjusted as provided in this Agreement, including delays due to product availability, Incentive availability, or other unforeseen conditions.

8. Rate Plan and Program Enrollment: Customer understands that, in order to qualify for Incentives under the SGIP Program, Customer must switch to and maintain an eligible time-of-use rate plan and enroll in a demand response program.

Customer authorizes Haven to make the necessary changes to Customer’s energy rate plan and to enroll Customer in any required demand response program.

9. Cancellation Rights: Either Haven or Customer may cancel this Agreement at any time prior to the shipment of materials to the Premises. Such shipment will be confirmed with Customer in writing.

List of Documents to Be Incorporated into the Contract

1. Exhibit A-1: Haven Copy of Notice of Cancellation (Under Age 65).

2. Exhibit A-2: Customer Copy of Notice of Cancellation (Age 65 or Over).

3. Exhibit A-3: Haven Copy of Notice of Cancellation (Age 65 or Over). 4899-9002-1189 v1

4. Exhibit A-4: Customer Copy of Notice of Cancellation (Age 65 or Over).

5. Exhibit B: Limited Warranty.

6. Exhibit C: Change Order Form.
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You are entitled to a completely filled in copy of this agreement, signed by both you and the contractor (Haven), before any work may be started. You, the buyer (Customer), may cancel this transaction at any time prior to midnight of the third business day (if you are less than 65 years old) or fifth business day (if you are 65 or older) after the date of this transaction. See the attached notice of cancellation form for an explanation of this right.

Three-Day/Five-Day Right to Cancel
You, the buyer, have the right to cancel this contract within three business days (five business days if you are 65 years or older). You may cancel by e-mailing, mailing, faxing, or delivering a written notice to the contractor (Haven) at the contractor's (Haven’s) place of business by midnight of the third (or fifth, as applicable) business day after you received a signed and dated copy of the contract that includes this notice. Include your name, your address, and the date you received the signed copy of the contract and this notice.

If you cancel, the contractor (Haven) must return to you anything you paid within 10 days of receiving the notice of cancellation. For your part, you must make available to the contractor (Haven) at your residence, in substantially as good condition as you received it, any goods delivered to you under this contract or sale. Or, you may, if you wish, comply with the contractor's (Haven’s) instructions on how to return the goods at the contractor's (Haven’s) expense and risk. If you do make the goods available to the contractor (Haven) and the contractor (Haven) does not pick them up within 20 days of the date of your notice of cancellation, you may keep them without any further obligation. If you fail to make the goods available to the contractor (Haven), or if you agree to return the goods to the contractor (Haven) and fail to do so, then you remain liable for performance of all obligations under the contract.

IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE AND AGREE THE TERMS AND CONDITIONS OF THIS AGREEMENT:

Customer Haven Energy Services Inc.

Signed: Signed:

Dated: Name: Vinnie Campo
Title: CEO
Dated:
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DETAILED TERMS AND CONDITIONS

1. Services. Haven’s services to Customer consist of
Preparatory Services, Energy Services, and System Support Services each as described below (collectively, the “Services”).

Customer acknowledges that Haven has the right to subcontract any portion of the Services. If Haven does subcontract a portion of the Services to another contractor or a subcontractor, Haven agrees to have such contractor or subcontractor be contractually obligated to Customer in the same or substantially the same manner as Haven is obligated to Customer under this Agreement and that such contractor or subcontractor shall have all rights against Customer as Haven has under this Agreement. The System is intended primarily to offset part or all of Customer's own electricity demand. All components in the System are new and unused, and have not previously been placed in service in any other location or for any other application. The solar energy system is located on the same premises of the end-use consumer where the consumer's own electricity demand is located. The System will be connected to the Utility's electrical distribution system within the state. The System has meters or other devices in place to monitor and measure the System's performance and the quantity of electricity generated by the System, if any. The System will be installed in conformance with the manufacturer's specifications and in compliance with all applicable electrical and building code standards.
a. Preparatory Services. Haven (or its subcontractors) will arrange for the design, permitting, and installation of the System at the Premises. Haven will provide Customer with a copy of the System design for approval before installation begins. Customer will have ten (10) days after receipt to approve or disapprove the design, such approval not to be unreasonably withheld. Any disapproval must be accompanied by a detailed explanation of the reasons for the disapproval and any requested changes to the design.

Failure of Customer to respond within such ten (10) day period shall be deemed approval of the design. If the design modifications requested by Customer make it impractical to install and operate the System or otherwise would adversely impact the eligibility of the System under the SGIP Program, Grid Programs (as defined in Section 4 below) or any other Incentive program as determined in Haven’s sole discretion, Haven may terminate this Agreement without liability. Following approval of the design, the parties will agree on a reasonable window for the installation to begin. Haven will make reasonable efforts to ensure completion of the installation as quickly as reasonably possible.

Haven will use commercially reasonable efforts to obtain the following, at its sole cost and expense (each an
“Approval”):
(i) any building permits required for the construction, installation and operation of the System and (ii) any
approvals from the electric Utility necessary in order to interconnect the System to the Utility’s electric
distribution system. Haven will activate the System
promptly following the Operation Date, it being
understood that the amount of
time it will take to get all needed Approvals is not within Haven’s control. Starting on the Operation Date and
ending on the dates set forth in the limited warranty
attached as Exhibit B to this Agreement (the “Limited
Warranty”), Customer will have the benefit of the
Limited Warranty with respect to the System
maintenance and workmanship.

Unless specifically provided in the “System Specifics”
portion of this Agreement or in Exhibit D to this
Agreement (the “Change Order Form”), the following
items are excluded from this Agreement as they are not
included in Haven’s standard installation: Main panel
service upgrades or main breaker de-rates, trenching,
whole-house backup for energy storage systems,
concealed conduit in walls or attics, soft start controls for pumps and compressor, backup generator integration,
special solar mounting conditions other than composite
shingle integration and electric vehicle outlet installation. b. Energy Services. Haven shall use the System at the
Premises to perform the following services to Customer during the Term:
i. Backup Power. The Battery System is designed to provide backup power if a power outage occurs during which Customer cannot draw electricity from the grid. The Battery System can only power circuits that Customer has selected and that Haven has approved and connected to the Battery System. Such eligible circuits must be 120/240V single phase and connected such that they may be powered by the Solar Energy System (if applicable) during an outage. The Battery System might not power Customer’s entire home during a power outage and depending on energy consumption and solar energy production Customer may have limited energy and duration of operations for the Battery System. Haven recommends at least twenty percent (20%) of the Battery System’s capacity remain available for backup power and during an outage the Solar Energy System (if applicable) will recharge the battery during the day while also providing energy to the Premises. Haven will follow prudent industry practices applicable in the State where the Premises are located applicable to the System (“Prudent Industry Practices”) to ensure the Battery System is available to provide backup power as described; provided, however, Haven cannot guarantee the Battery System will perform in every outage or provide backup power for an entire given outage.

In addition, if Customer is powering medical equipment using the Battery System, Customer should also provide a secondary power source to the medical equipment and take additional measures should there be an outage and the Battery System is not operational. Customer is responsible to manage the Premises’ energy consumption and conserve wherever possible during an outage to prolong the use of the Battery System for backup energy. 4899-9002-1189 v1
ii. Time-Of-Use Management. If Customer is on a
time-of-use rate schedule or otherwise required by
Paragraph 6 of the Key Terms and Conditions of this
Agreement to change to a time-of-use rate, Haven will
follow Prudent Industry Practices when operating the
Home Battery System to lower any energy charges by
discharging energy from the Home Battery System during
peak price periods. Notwithstanding the foregoing, Haven does not in any way guarantee savings on any Utility bill, guarantee any specified level of performance from Haven’s time-of-use management, or guarantee that the Utility will not change its rates in a manner that might reduce or
eliminate saving on any Utility bill.
c. System Support Services. Subject to the terms
and conditions of this Agreement, Haven shall monitor,
operate and maintain the System, including providing
problem diagnosis, on-site repair and preventative
maintenance, in each case in a good and workmanlike
manner and in accordance with applicable law and Prudent Industry Practices. The System shall comply with all
applicable rules, regulation, and local building codes.

Haven may suspend delivery of electricity from the System for the purpose of maintaining and repairing the System; provided that Haven shall use commercially reasonable
efforts to minimize any interruption in service to the
Customer. Scheduled and unscheduled maintenance and
repairs shall be undertaken at Haven’s sole cost and
expense, except that Customer shall reimburse Haven for the reasonable cost of any repairs or maintenance resulting from damage caused by Customer.
d. Term; Termination. This Agreement is effective
on the Effective Date and shall continue through the end of the Term.

Haven’s obligations to perform the Services are
contingent on the System being approved for the
SGIP Program. If the System is not approved,
then Customer or Haven may cancel the contract
with no fees or penalties.

Both parties will have the right to terminate this
Agreement, without penalty or fee, if Haven
determines after the engineering site audit of the
Premises that Haven has misestimated the
System’s total cost. Such termination right will
expire at the earlier of (i) one (1) week before
Customer’s scheduled System installation date
and (ii) one
(1) month after Haven informs Customer in
writing of the revised cost. Any changes to the
System will be documented in a written
amendment to this Agreement signed by both
Customer and Haven. Customer authorizes
Haven to make corrections to the utility and
incentive paperwork to conform to this
Agreement or any amendments to this
Agreement.
i. Removal of System upon Termination or
Expiration. Upon the expiration or earlier
termination of this Agreement, Haven shall, at its
expense (unless expressly provided otherwise in
this Agreement), remove all of the tangible
property
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comprising the System from the Premises.

Excluding ordinary wear and tear, the
Premises shall be returned to its condition
prior to the installation of the System.

Notwithstanding the foregoing, in the
event of an early termination as a result of
an Excusable Termination (as defined
below), Customer may propose in writing,
in lieu of the termination of this
Agreement and removal of the System,
the relocation of the System to a new
premises, at Customer’s cost. Customer
shall provide such written proposal at
least sixty (60) days but not more than one
hundred eighty (180) days prior to the date
that Customer wants to make this
relocation. If Haven, in its sole discretion,
accepts such proposal, the parties shall
seek to negotiate in good faith an
agreement for the relocation of the System
and its operations at the new premises. If
the parties are unable to reach an
agreement on the relocation of the System
within sixty (60) days after the date of
receipt of Customer’s proposal, this
Agreement will terminate and Haven will
have the right to remove the System.
ii. Sale of Premise. If Customer intends to sell or
transfer the Premises to a third party (“New
Homeowner”) during the Term, Customer may
assign this Agreement to the New Homeowner;
provided, that (i) such New Homeowner meets
Haven’s then current qualification criteria, if any,
prior to the applicable sale date of the Premises,
(ii) the Customer notifies Haven in writing no later
than thirty (30) days prior to the intended sale date
of the Premises (or, if thirty (30) days prior to the
intended sale date is not possible, as soon as is
reasonably practicable) that it wishes to assign and
transfer this Agreement, and (iii) the Customer
enters into (and causes the New Homeowner to
enter into) a transfer agreement on the applicable
sale date under which the New Homeowner agrees
to perform all of the remaining obligations of the
Customer under this Agreement, whether
contingent or otherwise, and which transfer
agreement will be provided by Haven (or will
otherwise be in form and substance acceptable to
Haven). Customer shall cooperate in good faith to
facilitate the assignment and transfer this
Agreement
“Excusable Termination” shall mean exercise
of the right of the Customer to terminate this
Agreement upon the substantial destruction or
condemnation of the Premises; or any other event
or circumstances which arise to no fault of the
Customer and result in Customer being unable to
continue to host the System or accept the
electricity delivered by the System (other than a
breach of this Agreement by Haven or economic
circumstances specific to the Customer or
otherwise).
iii. Option to Purchase. At the end of the Term,
Customer may purchase the System from Haven
for a purchase price equal to the Fair Market
Value of
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the System. Customer shall notify Haven
of its intent to purchase at least ninety
(90) days and not more than one hundred
eighty (180) days before the end of the
Term.

Fair Market Value. The “Fair Market Value” of
the System shall be determined by mutual
agreement of the parties.

Haven shall transfer good title of the System to
Customer upon Haven’s receipt of the purchase
price and execution by the parties of a written
instrument or agreement to effect such transfer.

The System will be sold “as is, where is, with all
faults”, except with respect to the Limited
Warranty set forth in Exhibit B to this
Agreement. Haven will assign to Customer any
manufacturer’s warranties that are in effect as of
the date of purchase and which are then
assignable pursuant to their terms, but Haven
otherwise disclaims all warranties of any kind,
express or implied, concerning the System (other
than as to title and the Limited Warranty).

Upon sale of the System, Customer shall assume
complete responsibility for the operation and
maintenance of the System and liability for the
performance of (and risk of loss for) the System,
and, except for any Haven obligations that
expressly survive termination hereunder, Haven
will have no further liabilities or obligations
hereunder for the System.

2. Delay. Haven shall not be responsible for any
delay or expenses due to any unanticipated cause outside of Haven’s reasonable control, including, but not limited to, changes to materials availability, unanticipated,
unusual, or unforeseen site conditions (including roof
condition and structure, subsurface conditions,
underground or aboveground water, gas or severed pipes, electrical or cable lines or transformers, or any other physical hindrance to the installation of the System), or inclement weather. If Haven discovers unanticipated
causes or unforeseen conditions requiring additional costs or time to complete the agreement Haven shall present such costs and additional time estimates to Customer.

3. Access Rights; Ownership of the
System; Customer Obligations.
a. Access Rights. Customer hereby grants to Haven
and to Haven’s agents, employees, and contractors a
non-exclusive right of access (“Access”) to install,
interconnect, test, inspect, operate, maintain, repair, replace and/or remove the System, and any appurtenances thereto, or otherwise perform or enforce Haven’s
obligations and rights set forth in this Agreement,
including that are reasonably required for the operation of the System in accordance with the Agreement and delivery of electricity to the applicable utility providing standard electric service to the Premises. The term of Access shall continue and survive early termination or expiration of this Agreement until the date that is ninety (90) days following such early termination or expiration.
4899-9002-1189 v1
b. Ownership of the System; Fixture, UCC and
other Filings. Throughout the Term, Haven shall be the
legal and beneficial owner of theSystem and the Incentives, and the System and Incentives will remain the property of Haven. The Customer agrees to nottake any action or allow any omission that could have the effect of impairing the value of the System or the Incentives. The Customer shall immediately notify Haven upon becoming aware of the
occurrence or possibility of such impairment. The
Customer further agrees that Haven may file a personal
property UCC-1 financing statement with the secretary of state and record a fixture filing in the official real estate records of the county in which the Premises are located and, to the extent permitted by applicable law, any other filing, in each case to confirm Haven’s interests in the System and Incentives and preserve its rights thereto. These filings do not result in a lien or encumbrance against the Premises (please see Section 5, however, for mechanics lien
warning) but rather are precautionary filings in respect to the System. Haven will explain the filings to any
subsequent purchasers of the Premises, as reasonably
requested, including reasonable requests from lenders or title companies.

Haven does not prohibit the sale, conveyance, or
refinancing of the Premises in accordance with
this Agreement. In the event any portions of the
System are determined to attach to or be deemed
a part of, or fixture to, the Premises and not
personal property as defined under Article 9 of
the Uniform Commercial Code, Haven shall have
full rights of removal of the Systems.

NOTICE OF INDEPENDENT ENERGY

PRODUCER
CONTRACT. The Customer acknowledges and
agrees that Haven may be required to record a
“Notice of an Independent Solar Energy Producer
Contract” in the real estate records, pursuant to
California Public Utilities Code § 2869.
c. Customer Obligations. Customer shall have the
following obligations with respect to Haven’s rights and obligations under this Agreement:
i. Customer shall cooperate with Haven’s reasonable
requests to assist Haven in obtaining Approvals, including participating in discussions with the Customer’s
association, if applicable, or signing any required
documents
ii. An adult at least 18 years old must be present to
authorize and approve all work. The installation service may be denied if any representative (including contractor) of Haven arrives for an appointment and no adult is present or such representative does not have appropriate access or cooperation from persons at the Premises.

Iii. Haven will need (a) access to the
Premises, including Customer’s residence or
place of business, as applicable and (b) prompt
cooperation with any of Haven’s questions or
requests.
4899-9002-1189 v1
iv. Customer is responsible for clearing the work area
and ensuring a safe working environment prior to
installation. Customer shall provide reasonably sufficient space for the temporary storage and staging of tools,
materials and equipment during the installation of the
System.
v. The installation may not be performed if
minimum system requirements are not met, technical
issues are encountered (such as unsafe existing wiring or wiring not to code, or physical or technical barriers outside of what is normal for installations of this type), or any other circumstance are unusual or extensive, as determined by Haven.
vi. Haven is not responsible for and bears no liability for the malfunctioning of existing electrical equipment at the site, including but not limited to the main electrical service panel, any major electrical devices, or any other fuses or similar devices.
vii. Customer shall maintain the physical security of
the Premises and the System in a reasonable and prudent manner given the value of the System. Customer shall, at Customer’s sole cost and expense: (a) maintain the
Premises in good condition and repair, ensuring that no trees, plants, or other vegetation interfere with or cause damage to the System, (b) prevent shading from buildings or other structuresthat could impacttheSystem's operation, (c) safeguard the System from potential damage caused by external factors, (d) periodically inspect the Home Battery System and/or Solar Energy System, (e) perform any
regular maintenance of the System not covered by the
Limited Warranty, and (f) ensure that solar panels are
cleaned as needed to maintain adequate energy production and optimal performance.
viii. Customer shall, to the extent within its reasonable control, (i) ensure that the Premises and System always remain connected to the local utility grid and (ii) not permit cessation of electric service to the Premises orSystem from the local utility, including as a result of non-payment of bills from the electric utility unless directed to do so by Haven, or in response to an emergency situation. Customer is fully responsible for, and shall properly maintain in full working order and good repair, the electrical infrastructure and equipment of the Premises other than the System.

Customer is responsible for compliance with all warranty requirements relating to the System, and agrees not to
tamper with the System and to permit only Haven or one of Haven’s certified installers to work on the System.
ix. Customer shall not permit the removal, relocation,
alteration or repair of or tampering with the System without the written permission of Haven. Customer shall not permit the System to be abused or damaged and shall not permit the nameplate identifying the System as the property of Haven to be defaced or removed. Costs for repairs or
replacements that are the result of abuse or damage to the System are not covered by this Agreement.

Customer shall be liable for all such repairs or
replacements. Customer and Haven shall
promptly notify each other of any matters of
which it is aware pertaining to any damage to or
loss of use of the System or that could reasonably
be expected to adversely affect the System.
x. Customer shall maintain functional Internet
connectivity with Wi-Fi capabilities for the duration of this Agreement and, if needed, provide Haven accessto internet connections and Wi-Fi equipment. If internet connectivity is lost, the System will not work and warranty coverage could be lost.
xi. Customer shall notify Haven within twenty-four
(24) hours following the discovery of any emergency
condition affecting, material malfunction in, or damage to, the System or its operation.

4. Other Rights and Obligations of the Parties.
a. System Data. Customer acknowledges that the
System collects, produces, and delivers to Haven certain data, information, and content (collectively “System
Data”) through the operation of the System, including
information about how much energy Customer uses, how
much energy the System generates, and how much energy
is stored in the Battery System. Haven retains all right, title and interest in all System Data. Haven may use the System Data to (i) fulfill its obligations under this
Agreement, including disclosure to Customer’s electric
utility or to any Grid Program or Incentive program, or (ii) in any other way it elects provided that any such use of the System Data disclosed to any person other than Customer shall be anonymized in a manner such thatit is not possible to link that data to Customer. Customer acknowledges that the System will provide Haven with certain operational and performance data (“Performance Data”).

Notwithstanding the foregoing, Haven may disclose
System Data or Performance Data to the extent required by the Utility or by law. Customer acknowledges that it will take the required actions to grant control and monitoring of the System, including authenticating access via the app and website provided by the battery manufacturer, to Haven at all times. Haven’s access to the System must be maintained throughout the Term, which may also require additional or re-authentication. If Customer does not take the necessary actions, the Services may be suspended until access is
restored.
b. Tax and Incentives. Each of Haven and
Customer agree that Haven is the tax owner of the System.

Customer shall not make any filing or statements
inconsistent with Haven’s ownership interests in the
Incentives. If any Incentives are paid or delivered directly to Customer, Customer shall immediately pay or deliver
such items or amounts to Haven. For sake of clarity, Haven will be responsible for payment of any deposit required to 4899-9002-1189 v1
secure Incentives and if any such deposit is refunded to Customer
4899-9002-1189 v1
rather than to Haven, Customer will immediately
pay or deliver such refunded amounts to Haven.
“Governmental Authority” means any foreign,
federal, state, local or other governmental,
regulatory or administrative agency, court,
commission, department, board, or other
governmental subdivision, legislature,
rulemaking board, court, tribunal, arbitrating
body or other governmental authority having
jurisdiction or effective control over a party.
“Incentives” means (i) a payment paid by a
utility or state or local Governmental Authority
based in whole or in part on the cost or size of
the System such as a rebate, (ii) a performance-based incentive paid as a stream of periodic payments by a utility, state or Governmental
Authority based on the production of the System,
(iii) investment tax credits, production tax
credits, and similar tax credits, grants or other tax
benefits (including depreciation deductions)
under federal, state or local law, and (iv) any
other attributes, commodity, revenue stream or
payment in connection with the System (such as
ancillary or capacity revenue), in each case of (i)
through (iv) relating to the construction,
ownership, use or production of energy from the
System, including Environmental Attributes.
“Environmental Attributes” means, with
respect to installation of the System, any and all
presently existing or created in the future credits,
benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to
the operation of the System and its displacement
of conventional energy generation.

Grid Programs. The System can provide certain
services to the electric grid, designed to help
maintain reliable delivery of electricity across
the electrical grid, by reducing the strain placed
on the electrical grid during periods of high
electricity demand (“Grid Program”). In some
cases, incentives or revenues may be available
for participation in a Grid Program (“Grid
Revenue”). Customer authorizes Haven to enroll
the System to participate in any Grid Program
which may from time to time become available.

Haven shall have the ability to continuously
utilize the System at its sole discretion for the
Term. Haven as the system owner is entitled to
any Grid Revenue from a Grid Program.
c. Insurance. Haven carries commercial general
liability insurance written by Lloyds of London. Customer may call 818-351-5777 to check Haven’s insurance
coverage. Haven carries workers’ compensation insurance for all employees.
d. Appointment as Agent. Customer hereby
appoints Haven, or another party designated by Haven, to act on Customer’s behalf as its sole and exclusive agent and provider for participation in Incentive programs and Grid Programs (“Programs Agent”). Customer hereby
authorizes the Programs Agent to act on its behalf
and to enroll,
4899-9002-1189 v1
register, or otherwise cause the participation of
the System in any Incentives and Grid Programs.
e. Further Assurances. Programs Agent shall
execute such documents relating to enrollment and
participation in Incentives and Grid Programs as Haven has reviewed and determined reasonable, in its sole discretion, and will work collaboratively with Customer to process
required documents and agreement. Customer agrees to
fully and promptly cooperate with the Programs Agent in these efforts, including promptly taking any actions and providing all necessary documentation, data, access,
authorizations, and any other information required by such programs or by the Programs Agent.

5. MECHANICS LIEN WARNING.

Anyone who helps improve your property, but
who is not paid, may record what is called a
mechanics’ lien on your property. A mechanics’
lien is a claim, like a mortgage or home equity
loan, made against your property and recorded
with the county recorder.

Even if you pay your contractor in full, unpaid
subcontractors, suppliers, and laborers who
helped to improve your property may record
mechanics liens and sue you in court to foreclose
the lien. If a court finds the lien is valid, you could be forced to pay twice or have a court officer sell
your home to pay the lien. Liens can also affect
your credit.

To preserve their right to record a lien, each
subcontractor and material supplier must provide
you with a document called a 'Preliminary
Notice.' This notice is not a lien. The purpose of
the notice is to let you know that the person who
sends you the notice has the right to record a lien
on your property if he or she is not paid.

BE CAREFUL. The Preliminary Notice can be
sent up to 20 days after the subcontractor starts
work or the supplier provides material. This can
be a big problem if you pay your contractor before
you have received the Preliminary Notices.

You will not get Preliminary Notices from your
prime contractor or from laborers who work on
your System. The law assumes that you already
know they are improving your property.

PROTECT YOURSELF FROM LIENS. You can
protect yourself from liens by getting a list from
your contractor of all the subcontractors and
material suppliers that work on your System.

Find out from your contractor when these
subcontractors started work and when these
suppliers delivered goods or materials. Then wait
20 days, paying attention to the Preliminary
Notices you receive.

PAY WITH JOINT CHECKS. One way to
protect yourself is to pay with a joint check.

When your contractor tells you it is time to pay
for the work of a subcontractor or supplier who
4899-9002-1189 v1
has provided you with a Preliminary Notice,
write a joint check payable to both the contractor
and the subcontractor or material supplier.

For other ways to prevent liens, visit CSLB’s
Internet Web site at www.cslb.ca.gov or call
CSLB at 800-321-CSLB (2752).

REMEMBER, IF YOU DO NOTHING, YOU

RISK HAVING A
LIEN PLACED ON YOUR HOME. This can
mean that you may have to pay twice, or face the
forced sale of your home to pay what you owe.

RELEASE OF MECHANICS’ LIENS. Upon
satisfactory payment being made for any portion
of the Work performed, Haven, before any
further payment being made, shall furnish to the
person contracting for the home improvement, a
full and unconditional release from any potential
lien claimant claim or mechanics lien authorized
pursuant to Sections 8400 and 8404 of the Civil
Code for that portion of the work for which
payment has been made. .

6. CALIFORNIA SOLAR CONSUMER
PROTECTION GUIDE.

If solar is included in this contract, you must
review and sign the California Solar Consumer
Protection Guide located at
www.cpuc.ca.gov/solarguide before signing this
Agreement.

7. Default, Remedies and Damages.
a. Default. Any party that fails to perform the
following responsibilities shall be deemed a
“Defaulting Party”, the other party is the “Non-Defaulting Party” and each of the following is a “Default Event”: (i) failure of a party to perform any
material obligation under this Agreement within thirty
(30) days following receipt of written notice from the
Non-Defaulting Party demanding such cure; provided,
that if the Default Event cannot reasonably be cured
within thirty (30) days and the Defaulting Party has
demonstrated prior to the end of that period that it is diligently pursuing such cure, the cure period will be
extended for a further reasonable period of time, not
to exceed ninety (90) days; (ii) Customer shall be a
Defaulting Party (A) for its failure to comply with
Section 1.d.ii. and/or (B) if one or more borrowers
default under any loan or security agreement, deed or
mortgage, partially or fully secured by the Premises or any part thereof. A party shall be in default of this
Agreement for any representation or warranty given
by that party under this Agreement that was incorrect
in any material respect when made and is not cured
within thirty (30) days following receipt of written
notice from the Non-Defaulting Party demanding
such cure;
b. Remedies. Subject to the terms below:
i. Upon the occurrence and during the
continuation of a Default Event, the Non-Defaulting
4899-9002-1189 v1
Party may pursue any remedy under this
Agreement, at law or in equity, including an
action for damages and termination of this
Agreement or suspension of performance of
its obligations under this Agreement, upon
five (5) business days prior written notice to
the Defaulting Party following the expiration
of applicable notice and cure periods.

Notwithstanding anything in the foregoing to
the contrary, if foreclosure proceedings are
filed involving the Premises, the Customer
shall be a Defaulting Party and such filing
shall be deemed to be a Default Event. In such
case, the Agreement shall automatically
terminate; provided, however, that Haven’s
remedies hereunder in respect to such Default
Event shall survive such termination and
Haven may exercise any of such remedies
hereunder in respect to such Default Event.
ii. Nothing in this Section shall limit either
party’s right to collect damages upon the occurrence of a breach or a default by the other party that does not
become a Default Event.
c. Obligations Following Termination.

Following a termination in accordance with this
Section, Haven shall, at the sole cost and expense of
the Defaulting Party, remove the System in
compliance with Section 1.

8. Note About Extra Work and Change Orders.

Extra Work and Change Orders become part of the
Agreement once the order is prepared in writing and signed by the parties prior to the commencement of work covered by the new change order. The order must describe the scope of the extra work or change, the cost to be added or
subtracted from the contract, and the effect the order will have on the Schedule of Progress Payments.

Customer may not require Haven to perform extra
or change-order work without providing written
authorization before commencement of work
covered by the new change order. Extra work or
a change order is not enforceable against
Customer unless the change order also identifies
all of the following in writing before the
commencement of work covered by the new
change order: (1) the scope of work encompassed
by the order; (2) the amount to be added or
subtracted from the contract; and (3) the effect the
order will make in the progress payments or the
completion date.

9. Customer Representations and Warranties.

Customer represents and warrants to Haven as follows: (a) Customer has title to the Premises and has the full right, power and authority to authorize installation and operation of the System at the Premises, (b) such installation and operation does not and will not violate any law or other governmental restriction applicable to Customer or the
Premises and is not inconsistent with and will not result in a breach or default under any lease or other agreement by which Customer is bound or that affects the Premises,
and
(c) all information provided by Customer to
Haven, as it pertains to the Premises, the
improvements on which the
4899-9002-1189 v1
System is to be installed, and Customer’s planned
use of the Premises and improvements is accurate
to the best of Customer’s knowledge.

10. LIMITATIONS ON LIABILITY.
a. TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, IN NO EVENT WILL EITHER

PARTY BE LIABLE TO THE OTHER PARTY FOR

ANY LOSS OF USE, REVENUE OR PROFIT OR FOR

ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES

ARISING OUT OF OR RELATED TO THIS

AGREEMENT OR THE SUBJECT MATTER OF THIS

AGREEMENT, REGARDLESS OF THE FORM OF

ACTION AND REGARDLESS OF WHETHER SUCH

DAMAGE WAS FORESEEABLE OR WHETHER A

PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THESE LIMITATIONS DO

NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS

NEGLIGENCE, INTENTIONAL MISCONDUCT, OR

FRAUD, OR ANY OTHER LIABILITY WHICH IS NOT
CAPABLE OF BEING EXCLUDED BY LAW.

Haven’s aggregate liability under this Agreement
shall in no event exceed $1,000. The provisions
of this Section 10(a) will apply whether such
liability arises in contract, tort, strict liability or otherwise. Because some states or jurisdictions
do not allow the exclusion or the limitation of
liability for consequential or incidental damages,
in such states or jurisdictions, the liability of each
party shall be limited to the fullest extent
permitted by law.
b. CUSTOMER UNDERSTANDS THAT THE

SYSTEM IS WARRANTIED UNDER THE TERMS OF

THE LIMITED
WARRANTY (a copy of which is attached as
Exhibit B to this Agreement) , AND THAT

THERE ARE NO OTHER

REPRESENTATIONS OR WARRANTIES,

EXPRESS OR IMPLIED, AS TO THE

MERCHANTABILITY, FITNESS FOR ANY

PURPOSE, CONDITION, DESIGN,

CAPACITY, SUITABILITY OR

PERFORMANCE OF THE SYSTEM OR ITS

INSTALLATION UNLESS OTHERWISE

REQUIRED BY CALIFORNIA OR FEDERAL
LAW. UPON THE TRANSFER OF THE

SYSTEM TO CUSTOMER IN ACCORDANCE

WITH THE TERMS HEREOF AND THE

RECEIPT OF ANY REQUIRED PAYMENTS
(IF ANY), ALL WARRANTIES THAT ARE

PROVIDED BY MANUFACTURERS OF

EQUIPMENT USED IN THE SYSTEM WILL
BE TRANSFERRED DIRECTLY TO YOU.
c. If either party is unable to timely perform any of
its obligations (other than payment obligations) under this Agreement in whole or in part due to a Force Majeure
Event, that party will be excused from performing such
obligations for the duration of the time that such party remains affected by the Force Majeure Event; provided,
that such party uses commercially reasonable efforts to mitigate the impact of the Force Majeure Event and
resumes performance of its affected obligations as soon as reasonably practical. The party affected by the Force
Majeure Event shall notify the
4899-9002-1189 v1
other party as soon as reasonably practical after
the affected party becomes aware that it is or will
be affected by a Force Majeure Event. Haven
shall not be responsible for any delay or expenses
due to any unanticipated cause outside of Haven’s
control, including, but not limited to, changes to
materials availability, unanticipated, unusual, or
unforeseen site conditions (including roof
condition and structure, subsurface conditions,
underground or aboveground water, gas or
severed pipes, electrical or cable lines or
transformers, or any other physical hindrance to
the installation of the System), or inclement
weather or any other Force Majeure Events. If
Haven discovers unanticipated causes or
unforeseen conditions requiring additional costs
or time to complete the agreement Haven shall
present such costs and additional time estimates
to Customer. Customer shall be responsible for
any delay damages Haven incurs except for
damages that result from a mutually agreed delay.
“Force Majeure Event” means any event or
circumstance beyond the reasonable control of
and without the fault or negligence of a party,
including, without limitation, failure or
interruption of the production, delivery or
acceptance of electricity due to: an act of god; war
(declared or undeclared); sabotage; piracy; riot;
insurrection; civil unrest or disturbance;
pandemic; military or guerilla action; terrorism;
economic sanction or embargo; civil strike, work
stoppage, slow-down, or lock-out; explosion;
fire; earthquake; abnormal weather condition or
actions of the elements; hurricane; flood;
lightning; wind; drought; animals; the binding
order of any Governmental Authority; the failure
to act on the part of any Governmental Authority
(including, without limitation delays in
permitting not caused by actions or omissions of
the party seeking such permit); unavailability of
electricity from the utility grid; and failure or
unavailability of equipment, supplies or products
outside of a party’s control or due to a Force
Majeure Event.

11. Information about the Contractors’
State License Board (CSLB).

CSLB is the state consumer protection agency
that licenses and regulates construction
contractors. Contact CSLB for information about
the licensed contractor you are considering,
including information about disclosable
complaints, disciplinary actions, and civil
judgments that are reported to CSLB.

Use only licensed contractors. If you file a
complaint against a licensed contractor within
the legal deadline (usually four years), CSLB has
authority to investigate the complaint. If you use
an unlicensed contractor, CSLB may not be able
to help you resolve your complaint. Your only
remedy may be in civil court, and you may be
liable for damages arising out of any injuries to
the unlicensed contractor or the unlicensed
contractor’s employees.

For more information:
4899-9002-1189 v1
● Visit CSLB’s Internet Web
site at www.cslb.ca.gov
● Call CSLB at 800-321-CSLB (2752)
● Write CSLB at P.O. Box 26000,
Sacramento, CA 95826.

12. Assignment.
. Haven may, without the prior written
consent of Customer, assign, mortgage, pledge or
otherwise directly or indirectly assign its
interests in this Agreement to any third party.

13. Notices. All notices under this Agreementshall be
in writing and delivered by hand, electronic mail, overnight courier, or certified, or registered mail, return receipt requested, and will be deemed received upon personal
delivery, acknowledgment of receipt of electronic
transmission, the delivery date if sent by overnight courier, or five (5) days after deposit in the mail. Notices must be sent to the person identified in this Agreement at the
addresses set forth in this Agreement or such other address as either party may specify in writing. Customer agrees that Haven may call or text Customer at the phone
number(s) provided by Customer (including any mobile
number) to inform Customer about status, scheduling,
service requirements, and other matters relating to the operation of the System. Calls may be live or pre- recorded and calls or texts may be made via automated dialing
system. Voice and data rates may apply and are the
responsibility of Customer.

14. Dispute Resolution – Arbitration.
a. Any dispute arising from or relating to this
Agreement or the breach, termination, enforcement,
interpretation or validity of this Agreement, including the determination of the scope or applicability of this
agreement to arbitrate, shall be determined exclusively by arbitration before a single arbitrator. The arbitration shall be administered by JAMS in accordance with its
Construction Arbitration Rules and Procedures (“JAMS
Rules”), and judgment on any award rendered in such
arbitration may be entered in any court of competent
jurisdiction. Where negligence is determined to have been joint, contributory or concurrent, each party shall bear the proportionate cost of any related liability.
b. Payment of all filing, administration and
arbitrator fees will be governed by the JAMS Rules,
however Haven will reimburse those fees (but not any
attorney's fees) for claims totaling less than $10,000 unless the arbitrator determines the Customer’s claims are
frivolous. If the arbitrator finds that either the substance of the Customer’s claim or the relief sought in the Customer’s demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the JAMS Rules. In such case, Customer
agrees to reimburse Haven for all monies previously
disbursed by it
4899-9002-1189 v1
that are otherwise Customer’s obligation to pay
under the JAMS Rules. Customer may choose to
have the arbitration conducted by telephone,
based on written submissions, or in person in the
county where Customer lives or at another
mutually agreed upon location.
c. The parties shall maintain the confidential nature
of the arbitration proceedings and any award resulting from the arbitration, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless
otherwise required by law or judicial decision.
d. EACH PARTY AGREES THAT IT MAY

BRING CLAIMS AGAINST THE OTHER ONLY IN
SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT

AS A PLAINTIFF OR CLASS MEMBER IN ANY

PURPORTED CLASS, CONSOLIDATED, OR
REPRESENTATIVE PROCEEDING. THIS MEANS

THAT NEITHER PARTY MAY PURPORT TO ACT ON
BEHALF OF A CLASS OR ANY OTHER PERSON.

The arbitrator may not award relief for or against
anyone who is not a party to the arbitration
proceedings. Further, unless both parties agree
otherwise, the arbitrator may not consolidate
more than one person's claims and may not
otherwise preside over any form of a
representative or class proceeding. If a court
determines that public injunctive relief may not
be waived and all appeals from that decision have
been exhausted, then the parties agree that any
claim for public injunctive relief shall be stayed
pending arbitration of the remaining claims. If
this specific paragraph is found to be
unenforceable, then the entirety of this dispute
resolution provision (except for the jury trial
waiver) shall be null and void.
e. BY AGREEING TO ARBITRATION, EACH

PARTY UNDERSTANDS AND AGREES THAT IT IS

WAIVING ITS RIGHT TO MAINTAIN OTHER

AVAILABLE RESOLUTION PROCESSES, SUCH AS A

COURT ACTION OR ADMINISTRATIVE
PROCEEDING, TO SETTLE DISPUTES. THE RULES
IN ARBITRATION ARE DIFFERENT. THERE IS NO

JUDGE OR JURY, LESS DISCOVERY, AND LIMITED
APPELLATE REVIEW. ARBITRATORS CAN AWARD

THE SAME DAMAGES AND RELIEF THAT A COURT
CAN AWARD.
f. NOTWITHSTANDING ANY OF THE

FOREGOING, ANY DISPUTE THAT FALLS WITHIN

THE JURISDICTIONAL SCOPE AND AMOUNT OF AN

APPROPRIATE SMALL CLAIMS COURT SHALL BE

BROUGHT IN SMALL CLAIMS COURT ON AN
INDIVIDUAL BASIS. IN ADDITION, NOTHING IN

THIS ARBITRATION PROVISION SHALL

PRECLUDE THE PARTIES FROM SEEKING

PROVISIONAL REMEDIES IN AID OF

ARBITRATION FROM A COURT OF APPROPRIATE
JURISDICTION.
4899-9002-1189 v1
g. This dispute resolution provision shall survive any
expiration, termination or cancellation of this Agreement.

15. Entire Agreement; Severability. This Agreement
contains the entire understanding of Customer and Haven with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to that subject matter.

If any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be
illegal, unenforceable or void, portions of such
provision, or provision in its entirety, to the extent
necessary, shall be severed from this Agreement. The
balance of this Agreement shall continue to be
enforceable in accordance with its terms.
4899-9002-1189 v1
NOTICE TO CUSTOMER: Under Section 7159(c)(6) of the California Business and Professions Code, please be advised that Customer has the right to require the contractor to have a performance and payment bond.

Customer Haven Energy Services, Inc.

Name: Name: Vinnie Campo
Signed: Signed:

Dated: Title: CEO
Dated:
4899-9002-1189 v1
EXHIBIT A-1 (CONTRACTOR (HAVEN)

COPY) NOTICE OF CANCELLATION
STATUTORILY-REQUIRED LANGUAGE – UNDER AGE 65
Date of Transaction: [SIGNATURE_DATE]
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within 10 days following receipt by seller (Haven) of your cancellation notice, and any security interest arising out of the transaction will be canceled.

If you cancel, you must make available to seller (Haven) at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of Haven regarding the return shipment of the goods at seller’s (Haven’s) expense and risk.

If you do make the goods available to seller (Haven) and seller (Haven) does not pick them up within 20 days of the date of your notice of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to seller (Haven), or if you agree to return the goods to seller (Haven) and fail to do so, then you remain liable to Haven for the fair market value of the goods.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, or send a telegram to Haven Energy Services, Inc., 801 Barton Springs Rd.

Austin, TX 78704, attn. Customer Support not later than midnight of . (DATE)
I HEREBY CANCEL THIS TRANSACTION.

Date:

Customer’s Signature:
4899-9002-1189 v1
EXHIBIT A-2 (CUSTOMER COPY)

NOTICE OF CANCELLATION
STATUTORILY-REQUIRED LANGUAGE – UNDER AGE 65
Date of Transaction: [SIGNATURE_DATE]
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within 10 days following receipt by seller (Haven) of your cancellation notice, and any security interest arising out of the transaction will be canceled.

If you cancel, you must make available to seller (Haven) at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of Haven regarding the return shipment of the goods at seller’s (Haven’s) expense and risk.

If you do make the goods available to seller (Haven) and seller (Haven) does not pick them up within 20 days of the date of your notice of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to seller (Haven), or if you agree to return the goods to seller (Haven) and fail to do so, then you remain liable to Haven for the fair market value of the goods.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, or send a telegram to Haven Energy Services, Inc., 801 Barton Springs Rd.

Austin, Texas 78704, attn. Customer Support not later than midnight of . (DATE)
I HEREBY CANCEL THIS TRANSACTION.

Date:

Customer’s Signature:
4899-9002-1189 v1
EXHIBIT A-3 (CONTRACTOR (HAVEN) COPY)

NOTICE OF CANCELLATION
STATUTORILY-REQUIRED LANGUAGE –AGE 65 OR OVER
Date of Transaction: [SIGNATURE_DATE]
You may cancel this transaction, without any penalty or obligation, within five business days from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within 10 days following receipt by seller (Haven) of your cancellation notice, and any security interest arising out of the transaction will be canceled.

If you cancel, you must make available to seller (Haven) at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of Haven regarding the return shipment of the goods at seller’s (Haven’s) expense and risk.

If you do make the goods available to seller (Haven) and seller (Haven) does not pick them up within 20 days of the date of your notice of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to seller (Haven), or if you agree to return the goods to seller (Haven) and fail to do so, then you remain liable to Haven for the fair market value of the goods.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, or send a telegram to Haven Energy Services, Inc., 801 Barton Springs Rd, Austin, TX 78704, attn. Customer Support not later than midnight of .
(DATE)
I HEREBY CANCEL THIS TRANSACTION.

Date:

Customer’s Signature:
4899-9002-1189 v1
EXHIBIT A-4 (CUSTOMER COPY)

NOTICE OF CANCELLATION
STATUTORILY-REQUIRED LANGUAGE –AGE 65 OR OVER
Date of Transaction: [SIGNATURE_DATE]
You may cancel this transaction, without any penalty or obligation, within five business days from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within 10 days following receipt by seller (Haven) of your cancellation notice, and any security interest arising out of the transaction will be canceled.

If you cancel, you must make available to seller (Haven) at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of Haven regarding the return shipment of the goods at seller’s (Haven’s) expense and risk.

If you do make the goods available to seller (Haven) and seller (Haven) does not pick them up within 20 days of the date of your notice of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to seller (Haven), or if you agree to return the goods to seller (Haven) and fail to do so, then you remain liable to Haven for the fair market value of the goods.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, or send a telegram to Haven Energy Services, Inc., 801 Barton Springs Rd, Austin, TX 78704 attn. Customer Support not later than midnight of .
(DATE)
I HEREBY CANCEL THIS TRANSACTION.

Date:

Customer’s Signature:
4899-9002-1189 v1

EXHIBIT B

LIMITED

WARRANTY
Non-Transferability. This warranty shall accrue only to the benefit of the Customer named in the Agreement. It is not transferable to any other person, except with the prior written consent of Haven.

Pursuant to the following terms, conditions, limitations, and exclusions:

1. Haven provides a ten (10) year workmanship warranty (“Workmanship Warranty Period”), commencing on the day the System is fully installed, pursuant to which Haven will, at Haven’s discretion and cost, repair or replace any defects in workmanship that are not otherwise covered by the manufacturer’s warranty. Upon expiration of the Workmanship Warranty Period, Haven shall have no further obligation to make repairs at Haven’s expense and Customer shall not make any further demand or claim against Haven concerning Haven’s workmanship.

2. Haven provides a twenty (20) year warranty (“Solar Installation Warranty Period”), commencing on the day the Solar Energy System is fully installed, against more than a ten percent (10%) degradation in electrical generation output of the Solar Energy System if such degradation is caused by Haven’s faulty installation or maintenance of the Solar Energy System. Upon expiration of the Solar Installation Warranty Period, Haven shall have no further obligation to make repairs at Haven’s expense and Customer shall not make any further demand or claim against Haven concerning any degradation of the electrical generation output of the Solar Energy System caused by Haven’s faulty installation or maintenance.

3. Haven further warrants that, at year twenty (20) (“Solar Output Warranty Period”), all solar energy equipment for electricity generation (including PV modules, inverters, tracking mechanisms) will not degrade more than 15% from its respective, originally-rated electrical output. Upon expiration of the Solar Output Warranty Period, Haven shall have no further obligation to make repairs at Haven’s expense and Customer shall not make any further demand or claim against Haven concerning the electrical generation output of the Solar Energy System.

4. Haven further warrants that, at year ten (10) (“Battery Capacity Warranty Period”), the Home Battery System will retain at least sixty percent (60%) of its rated energy capacity as of its beginning of life. This warranty is backstopped by the manufacturer warranties listed below:

Battery Make & Model Warrantied Duration / Throughput
to 60% Capacity
Allowable Depth of
Discharge (DOD)
Tesla Powerwall 3 10 years 100%
Enphase 5P 15 years / 30 MWh 100%
4899-9002-1189 v1
Lunar ESS 20 12.5 years / 75 MWh AC 100%
Lunar ESS 15 12.5 years / 56.25 MWh 100%
Franklin aPower 12 years / 43 MWh 100%
Franklin aPower2 15 years / 60 MWh 100%
Upon expiration of the Battery Capacity Warranty Period, Haven shall have no further obligation to make repairs at Haven’s expense and Customer shall not make any further demand or claim against Haven concerning the energy capacity of the Home Battery System.

5. In the event the installation of the Solar Energy System involves roof penetrations, Haven warrants against water damage resulting from those penetrations. This roof penetration warranty shall remain in effect for the longer of (A) ten (10) years following the completion of the Solar Energy System installation, or (B) the duration of any existing roof installation warranty or home builder performance standard applicable to Customer’s roof (“Water Damage Warranty Period”). This roof warranty does not extend to the pre-existing condition of the roof itself, but solely addresses water damage arising from the rooftop penetrations made by Haven during the Solar Energy System installation. Upon expiration of the Water Damage Warranty Period, Haven shall have no further obligation to make repairs at Haven’s expense and Customer shall not make any further demand or claim against Haven concerning water damage resulting from roof penetrations.

Warranty Exclusions:

Haven does not provide any warranty to Customer for any component of the System. Any manufacturer’s warranty is in addition to, not in lieu of, the limited warranties described above.

Haven’s warranty does not apply to defects and/or failures caused by:
● Unauthorized maintenance, operation or modification, regardless of whether such is willful misconduct or negligence;
● Inspection, repair, relocation and/or modification except as performed by Haven or Haven’s authorized agent;
● Natural forces, act of God, force majeure events and other unforeseen circumstances or causes beyond Haven’s reasonable control including, but not limited to, earthquakes, typhoons, hurricanes, tornadoes, floods, tsunami, lightning, or snow damage;
● Ordinary wear and tear; or
● Rat, insect, or other animal or living creature of any kind.

Notification by Customer: Customer must immediately notify Haven by emailing [email protected] and/or calling the following customer support number: 310-402-0881. Any damage caused as a result of a delay in advising Haven shall not be covered by this Limited Warranty. 4899-9002-1189 v1
No Other Warranties:

NO OTHER EXPRESS WARRANTY IS GIVEN BY HAVEN TO CUSTOMER. THE CORRECTION OF THE INSTALLATION OF THE SYSTEM IS THE SOLE AND EXCLUSIVE REMEDY.

THERE ARE NO WARRANTIES THAT EXTEND BEYOND THIS LIMITED WARRANTY. TO THE

EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, AND SPECIFICALLY

THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

THIS LIMITED WARRANTY IS SEPARATE AND APART FROM ANY WARRANTY THAT MAY BE ISSUED TO CUSTOMER BY THE SYSTEM MANUFACTURER. HAVEN EXPRESSLY EXCLUDES AND

DISCLAIMS ANY RESPONSIBILITY TO CUSTOMER IN CONNECTION WITH OR ATTRIBUTABLE TO THE COMPONENTS OF THE SYSTEM AND THE APPLICABLE MANUFACTURERS’ WARRANTY.

Incidental or Consequential Damages:

UNDER NO CIRCUMSTANCES SHALL HAVEN BE LIABLE TO CUSTOMER OR ANY OTHER PERSON

FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES INCLUDING, BUT NOT

LIMITED TO, LOSS OF SAVINGS, EXPENSES OR DAMAGES INCURRED AS A RESULT OF

NONPERFORMANCE OF THE SYSTEM OR DAMAGE TO OR LOSS OF USE OF THE PREMISES OR ITS

CONTENTS, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF AGREEMENT OR UNDER ANY OTHER THEORY OF LAW.

Some states do not allow limitations on how long an implied warranty lasts and/or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. 4899-9002-1189 v1

EXHIBIT C
Change Order Form
Haven Haven Energy Services Inc., California
Contractor License No. 1104018
6115 Back Bay Lane, Austin TX 78739
Austin, TX 78739
Home Improvement Salesperson [NAME]
[REGISTRATION NUMBER]
Customer [First name]
[Last name]
[Address]
[City], [State] [Zip]
Customer and Haven agree that this Change Order is incorporated into the Energy Services Home Improvement Agreement dated [CONTRACT_SIGN_DATE] and (“Agreement”) between Haven and the Customer and is changed as described below.

Description of the Project (System) and Description of the Significant Materials to be Used and Equipment to be Installed.

The revised Agreement Price including change orders and extra work is: $ [ ] This change order/extra work reduces (negative number) or adds (positive number) to following amount to the contract total: $[ ]
Contract Price
Energy Storage System
Home Battery System: [Battery Type] [Quantity] [#]
kWh energy storage capacity
[#] kWh energy storage capacity
Change description [Describe
changes If Added]
System Adders, Promotions and Program Incentives (If Applicable) [Describe Adders If Selected]
4899-9002-1189 v1
NEW SCHEDULE OF PROGRESS PAYMENTS.

Payment Timing Scope Amount
Down Payment

THE DOWNPAYMENT MAY NOT
EXCEED $1,000 OR 10 PERCENT

OF THE CONTRACT PRICE,

WHICHEVER IS LESS
Down Payment
Due at contract
signing:
$ 0.00
Payment 1 Due upon
commencement
of construction
and materials
delivery:
[INSERT
DESCRIPTION]
$ [60% of contract
change]
Payment 2 Due upon building
department
inspection
approval:
[INSERT
DESCRIPTION]
$ [40% of contract
change]
The schedule of progress payments must specifically describe each phase of work, including the type and amount of work or services scheduled to be supplied in each phase, along with the amount of each proposed progress payment. IT IS AGAINST THE LAW FOR A CONTRACTOR TO COLLECT PAYMENT FOR WORK NOT YET COMPLETED, OR FOR MATERIALS NOT YET DELIVERED. HOWEVER, A CONTRACTOR MAY REQUIRE A DOWNPAYMENT.
[INSERT] constitutes substantial commencement of work under this Change Order.

Approximate Start Date. [INSERT]
4876-4534-2706 v1
SD #4884-7906-9254 v1
08808-0001
Approx
imate
Compl
etion
Date.
[INSER
T]
Completion date of Services as a result of this Change Order, is adjusted to:

Note about Extra Work and Change Orders
Extra work and change orders become part of the contract once the order is prepared in writing and signed by the parties before commencement of any work covered by the new change order. The order must describe the scope of the extra work or change, the cost to be added or subtracted from the contract, and the effect the order will have on the schedule of progress payments. You are entitled to a completely filled in copy of this agreement, signed by both you and the contractor, before any work may be started.

Signatures for Change Order:

HAVEN ENERGY SERVICES INC. CUSTOMER(S)
Signature:

Signature:

Printed name:

Printed name:

Title:

Date:

Date:

PUBLIC HEARING NOTICE

CLEAN ENERGY ALLIANCE
The Board of Directors of Clean Energy Alliance will conduct a public hearing to consider adopting a resolution adding new Clean Energy Alliance rates for its Battery Bonus Program, effective May 30, 2025. As proposed, the new rates will allow customers to receive battery retrofits for existing solar systems. The proposed rates are fixed rates from $50-$115 per battery per month based on a variety of factors including installation complexity, installer costs and customer preference.

Rates are available on Clean Energy Alliance’s website at TheCleanEnergyAlliance.org/billing-rates/.

DATE OF HEARING: Thursday, May 29, 2025
TIME OF HEARING: 2:00 p.m. or as soon thereafter as the matter may be heard
PLACE OF HEARING: City of Oceanside City Hall
300 N Coast Highway
Oceanside, CA 92054
All interested persons are invited to attend the meeting and comment on adopting a Resolution Adding Rates for Clean Energy Alliance’s Battery Bonus Program. Members of the public unable to attend the public hearing may submit their comments and recommendations in writing to Clean Energy Alliance, via email to [email protected], which must be received no later than 12 p.m. on Thursday, May 29, 2025 to ensure consideration by the Board. _____________________________ Dated: May 13, 2025
Kaylin McCauley
Board Clerk
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - -- - - - - - Published: Friday, May 16, 2025 San Diego Union Tribune Friday, May 23, 2025
Posted: Friday, May 16, 2025 City of Oceanside, City Hall Kaylin McCauley
Attachment D
Staff Report
DATE: May 29, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 7: Receive Regulatory Update from Keyes & Fox
RECOMMENDATION:

Receive the Regulatory Update from Keyes & Fox.

BACKGROUND AND DISCUSSION:

Clean Energy Alliance contracts with Keyes and Fox for Regulatory Advocacy related activities. Each month Keyes and Fox provides an update to the CEA Board on key items of interest.

FISCAL IMPACT:

There is no fiscal impact from this action.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Keyes & Fox Regulatory Report
1 Clean Energy Alliance
Regulatory Monitoring Report
To: Clean Energy Alliance (CEA) Board of Directors
From:

Tim Lindl, Partner, Keyes & Fox LLP
Jacob Schlesinger, Partner, Keyes & Fox LLP
Jason Hoyle, Director of Research, EQ Research, LLC
Subject: Monthly Regulatory Memo
Date: May 19, 2025
Keyes & Fox LLP and EQ Research LLC are pleased to provide CEA’s Board of Directors with this informational memo describing recent developments in key California regulatory and compliance-related updates from the California Public Utilities Commission (CPUC). Additional information is available in CEA’s Digest of Regulatory Updates.

RPS Rulemaking (R.24-01-017)
• On April 17, the Assigned Commissioner issued a Ruling (ACR) on the content and schedule for 2025 RPS Procurement Plans. The required 2025 RPS Plan format includes “significant revisions” in the form of clarifications to RPS Plan requirements and reorganization of some RPS Plan sections, and there is a new RPS Database System for submission of the spreadsheet templates. • This year’s RPS Plans will be the first submitted for the new Compliance Period 5. The requirements in this compliance period are 47% in 2025,49.2% in 2026, and 52% in 2027. Starting in this compliance period, 65% of RPS resources must be procured from long-term contracts of 10 or more years. • Draft RPS Plans are due June 30, comments on Draft RPS Plans are due July 28 and reply comments are due August 11, Motions to update Draft RPS Plans are due August 11, and a Proposed Decision is expected in Q4 2024. Final RPS Plans will be due 30 days after a Final Decision is issued.

IRP Rulemaking (R.20-05-003)
• On April 29, the CPUC issued a Proposed Decision that would grant, with modifications, the Long Duration Energy Storage Council’s Petition for Modification of D.21-06-035 regarding long-duration energy storage (LDES) procurement requirements. This matter may be heard as early as the June 12 Commission meeting. • The Proposed Decision clarifies that D.21-06-035’s reference to “maximum capacity” is clear that LDES resources that are derated to a lower capacity to discharge over a longer period do not satisfy the LDES procurement requirements because the LDES procurement requires resources that discharge at their maximum capacity over the 8-hour period. The Commission will not grandfather or give legacy status to any existing contracts that involve derated four-hour batteries for the purpose of counting these resources to meet LDES requirements in D.21-06-035 or this decision, even if the Commission approved the reasonableness of an LDES resource contract in a resolution.
• As a reminder, the next Integrated Resource Plan (IRP) filing will be due later in 2025, likely November 1.

IRPs are typically due every two years, but the 2024 cycle was delayed. While formal guidance has yet to be issued, the process and timeline are expected to be similar to recent IRP cycles.

Customer-Generated Renewables for Priority Communities Rulemaking (R.25-01-005) • On May 1, the Assigned Commissioner issued a Scoping Memo and Ruling in the Rulemaking on Customer-Generated Renewables for Priority Communities which includes modifications to the Solar on Multifamily Affordable Housing (SOMAH) program, modifications to the Disadvantaged Communities Single-Family Affordable Solar Homes (DAC-SASH) program, and modifications to and establish programmatic procedural oversight of Renewable Energy Self-Generation Bill Credit Transfer (RES-BCT) tariffs.

Attachment A

2 • Track 1 of this proceeding will consider modifications to the SOMAH, DAC-SASH program, and RES-BCT tariffs, and Track 2 will address the Small Multi-Jurisdictional Utilities’ customer solar programs (excluding SOMAH) and customer generation tariffs. A final decision on modifications to the SOMAH program is scheduled for late 2025 and consideration of the remainder of Track 1 issues is scheduled to begin in early 2026.

Self-Generation Incentive Program (R.20-05-012)
• On April 28, the ALJ issued a Ruling describing the process for the close-out of the Self-Generation Incentive Program (SGIP) and requesting comments. The program was established in 2001, and since 2020 has been increasingly focused on equity and resilience in response to public safety power shutoffs (PSPS). • Starting on January 1, 2026, the SGIP program administrators are to begin providing repayment of all unallocated funds to reduce ratepayer costs. Ratepayer-funded SGIP applications will be considered to have their funds “allocated” to them once their reservation requests forms are confirmed or reserved by a program administrator. The Commission anticipates an initial return of unallocated funds to ratepayers after December 31, 2025 followed by subsequent periodic returns from interest accrual and canceled projects. The SGIP will close to new applications later this year on a date determined to be early enough to allow the funds to be allocated to applicants by December 31, 2025.
• On May 15, CEA submitted AL 12-E requesting the Commission add the PeakSmart Savers Program, a demand response program, to the list of SGIP-qualified programs. Protests are due June 4, and the advice letter requested an effective date of June 14.

SDG&E 2026 ERRA Forecast (A.25-05-012)
• On May 15, SDG&E submitted its 2026 ERRA Forecast Application requesting approval of a 2026 revenue requirement of $270.5 million, which is an increase of $148.2 million, or 121.2%. For CCA customers, SDG&E’s system average delivery plus PCIA rates will increase 1.4 cents per kWh, or 8.0%. As usual, the forecast will be updated in an October filing.
• A typical CCA non-CARE residential customer using 400 kWh per month on Schedule TOU-DR1, PCIA Vintage 2021 could see a monthly bill increase of 12.2%, or $10 (from $86 to $96). A typical CCA CARE residential customer using 400 kWh month on Schedule TOU-DR1, PCIA Vintage 2021 could see a monthly bill increase of 18.0%, or $8 (from $46 to $55).

SDG&E 2022 ERRA Compliance (A.23-06-002)
• On May 9, the ALJ filed a Proposed Decision approving SDG&E’s 2022 ERRA activities and costs. This matter may be heard as early as the June 12 Commission meeting. Comments are due by May 29 and reply comments are due by June 3.
• The ALJ also found that proposed modifications to SDG&E’s Bundled Procurement Plan, which determines how much excess Resource Adequacy (RA) may be retained or sold during RA solicitations, are outside the scope of this proceeding. As with similar recent findings in other IOUs’ ERRA compliance proceedings, these modifications are better addressed under the IRP proceeding or under R.25-02-005, which updates and modified ERRA and PCIA policies and processes.

PCIA/ERRA OIR (R.25-02-005)
• This proceeding will update and reform Energy Resource Recovery Account (ERRA) and Power Charge Indifference Adjustment (PCIA) policies and processes. The expedited Track 1 will revise the resource adequacy (RA) market-price benchmark (MPB) calculation methodology with a proposed decision in May 2025 in time for the revised methodology to be used in the October 2025 MPBs. Opening briefs were filed on April 21 and reply briefs were filed on April 30. A proposed decision is expected in late May 2025.

Staff Report
DATE: May 29, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Andy Stern, Chief Financial Officer
ITEM 8: Review Proposed Clean Energy Alliance Fiscal Year 2025/2026 Budget and Schedule Budget Adoption for June 26, 2025
RECOMMENDATION:

Review proposed Clean Energy Alliance (CEA) Fiscal Year (FY) 2025/2026 Budget, provide direction on any additions/changes and schedule Budget Adoption for June 26, 2025.

BACKGROUND AND DISCUSSION:

The proposed FY 2025/2026 Budget (“Proposed Budget,” detail below) reflects projected power supply costs based on current forward price curves and existing contracts, regulatory compliance requirements, staffing requirements pending new hires, and professional and legal services required to support operations.

The following key assumptions were used to develop the Proposed Budget:
• Revenue based on current adopted rates and projected energy usage • Power supply costs based on actual executed contracts and recent forward price curves • Reasonable power supply cost contingency based on historical volatility • Consulting services based on approved contracts
Fiscal Year 2024/2025 Year End Estimates
As part of developing the FY 2025/2026 Proposed Budget, staff has made projections for the current FY 2024/2025 ending net results. Please note that there are still several areas that have some likely positive upside that would improve the final Change in Net Position results to come closer to, or better, than the budgeted level.

Reserves/Liquidity
CEA’s current Financial Reserve Policy calls for CEA to contribute 5% of annual revenues to reserves with a target to reach 25% on a cumulative basis. Currently, CEA is well below the cumulative target. The current Proposed Budget achieves 9.4% toward the reserve target for the FY2025/2026 fiscal year. More broadly, the current 5-year outlook achieves the cumulative 25% target by the end of FY2028.

An adequate level of reserves and liquidity is necessary to manage the business risks and volatility that are part of the energy markets and maintaining large energy portfolios. Adequate liquidity is also necessary for a CCA to better withstand unexpected events, such as outages and commodity price volatility, as well as economic downturns. The rating agencies that monitor CCAs would use Liquidity (measured as Days Liquidity May 29, 2025
Proposed FY 2025/2026 Budget

on Hand or DLOH) to evaluate the ability for CEA to meet its long-term and ongoing obligations. Although not an exact metric, rating agencies will look for CEA to maintain a level of 150-200 DLOH for an investment grade credit rating. Based on the Proposed Budget, CEA will achieve these levels in the middle of calendar year 2027.

Clean Energy Alliance
FY 2024/2025 Year End Estimates compared to Approved Budget Revenues are expected to end the year 2.4% or $8.8 million below budget. Revenues are expected to be lower than the budget for the full year as a result of lower-than-expected usage by the Channelside (the desalination plant) account that started service on January 1, 2025 and also due to unexpectedly low usage by many residential customers in the mid-day hours likely due to higher than expected rooftop solar usage.

On the other hand, Total Operating Expenses are also expected to end the year $7.0 million below budget mitigating most of the revenue shortfall. Energy expenses below budget were the primary reason, as the budget included a $14.4 million contingency which was only partially utilized. Energy attribute prices, including Resource Adequacy (RA) and Renewable Energy Credits (RECs), reached historical highs during the year. As a result, expenses for RECs are expected to be nearly $9.2 million over budget but were offset by savings in other areas.

Finally, non-operating expenses, which mostly reflect the net of interest earned and interest expensed for credit line usage, is forecasted to be $1.1 million, just $18,000 over the budgeted level.

Proposed Fiscal Year 2025/2026 Operating Budget
The FY 2025/2026 proposed budget (Proposed Budget) is based on the following priorities and goals:
➢ Financial Stability
➢ Meeting Regulatory Compliance
A. Energy Expenses
The biggest expense category for CEA is in Energy Procurement. Costs are expected to increase in the upcoming fiscal year compared to the current year by approximately $23.4 million. While some of the increase is related to inclusion of a full-year for the Channelside account, the increase is also reflective of an assumed 10% contingency ($28.7 million). Costs for RA and Renewable Energy account for a significant YTD Actuals through Forecast through Budget Variance
3/31/2025 6/30/2025 FY2024-2025 Fav/(Unf)
Total Operating Revenues $273,668,520 $352,035,391 $360,839,549 ($8,804,157) Total Cost of Energy 232,762,908 310,160,685 317,090,165 6,929,480 Other Expenses (excluding Energy) 6,850,183 9,360,012 9,381,926 21,914 Total Operating Expenses 239,613,091 319,520,697 326,472,091 6,951,394 Operating Income (Loss) 34,055,429 32,514,694 34,367,457 (1,852,763) Total Nonoperating Income/(Expense) (882,164) (1,081,752) (1,063,383) (18,369) CHANGE IN NET POSITION $33,173,265 $31,432,942 $33,304,074 ($1,871,132) May 29, 2025
Proposed FY 2025/2026 Budget

amount of overall costs, but they are currently expected to remain relatively stable at current levels which are more in line with historical norms. The higher contingency assumption is factored into the Proposed Budget to avoid the possibility that these costs suffer similar increases in the coming year than we saw in the prior two years.

B. Other Operating Expenses
The Proposed Budget also reflects an increase of approximately $4.2 million in Other Operating Expenses.

However, even with that increase, Operating Expenses make up just 3.9% of Total Expenses. That percentage is just 3.3% if the $2.0 million Programs Budget is excluded. The biggest increases in expenses are in two primary areas:

Staffing. Pursuant to prior Board authorization, it the number of employees will double to 12 employees from the current low and lean level during FY2024/2025 and FY2025/2026. Given the expansion of CEA’s territory, a corresponding increase in power supply obligations, energy programs, and regulatory obligations has resulted. Therefore, it is anticipated that up to four (4) additional employees will be needed to meet CEA’s operational needs through FY2025/2026 and into FY2026/2027..

Programs. The budget includes $2.0 million of funding to initiate implementation of customer programs and the enhancement of early pilot programs.

A summary of Other Operating expenses is as follows:

C. Revenues
The primary source of CEA revenue comes from payment of customer electricity rates. CEA sets customer rates based on the following priorities:
➢ JPMorgan credit line covenant compliance
o Result in revenues sufficient to recover costs and fund reserves o Meet Debt Service Coverage Ratio & Days Liquidity on Hand ➢ Address cash flow needs
➢ Rate Stability
➢ Financial stability and credit rating
➢ Fund Board established operating reserve policy
➢ Sufficient funding to support increased renewable energy procurement to achieve climate goals and implement local programs Forecast through Preliminary Budget 6/30/2025 FY2025-2026
Communications and Outreach 373,899 409,791
General and Administrative 966,058 1,080,635
Consultants & Professional Services 6,388,325 7,142,001 Staff compensation 1,631,730 2,730,818
Programs - 2,000,000
Other Expenses (excluding Energy) 9,360,012 13,363,246
May 29, 2025
Proposed FY 2025/2026 Budget

➢ Rate competitive to SDG&E
The Board approved rate increases at its meeting in June 2024. Based on that action, current rates are expected to be sufficient to fund operations for the upcoming fiscal year and for at least the next few years while building sufficient reserves.

Clean Energy Alliance
FY 2024/2025 Year End Estimates and FY 2025/2026 Proposed Budget The Proposed Budget will be brought back to the Board for formal adoption at the June 26, 2025 regular Board meeting.
5-Year Outlook
Managing energy purchases and providing electricity generation for the customers in CEA’s territories requires a long-term view to ensure financial stability. To that end, a 5-year outlook has been prepared based on expected energy costs over that period.

Forecast through Preliminary Budget
6/30/2025 FY2025-2026
Total Operating Revenues $352,035,391 $383,146,909
Total Cost of Energy 310,160,685 333,540,321
Other Expenses (excluding Energy) 9,360,012 13,363,246
Total Operating Expenses 319,520,697 346,903,567
Operating Income (Loss) 32,514,694 36,243,342
Total Nonoperating Income/(Expense) (1,081,752) (380,692) CHANGE IN NET POSITION $31,432,942 $35,862,650
Net Position at the beginning of period ($16,964,834) $14,468,108 Net Position at the end of period $14,468,108 $50,330,758 Days Liquidity on Hand 37 75
May 29, 2025
Proposed FY 2025/2026 Budget

The projection of revenues and expenses over the following 5 years is forecast to generate reasonable positive net positions and should contribute to increasing financial stability. Such growth should position CEA to be better able to consider achieving an investment grade credit rating which would yield lower energy prices and better credit terms with energy suppliers.

Staffing/Position Control Listing
At the CEA Board Meeting on January 30, 2025, the Board amended the CEA Position Control Listing by adding four (4) new positions during FY2024/2025 and two (2) additional positions in FY2025/2026, all of which have been accounted for in the Proposed Budget. Recruitment of these first four positions was conducted between February and May of this year and resulted in filling all four positions. The 2 positions authorized for FY2025/2026 included a Financial Analyst and an Administrative Clerk. While we expect to move forward with the recruitment of a Financial Analyst (or comparable position) in the next few months, the candidate pool for the replacement of CEA’s Clerk to the Board/Executive Assistant presented an opportunity to meet operational needs and efficiencies by hiring both a Clerk to the Board and an Executive Assistant/Office Manager. The latter of these positions would effectively replace the previously authorized Administrative Clerk in CEA’s Position Control Listing with the combined salaries and resulting budget impact of these two positions being roughly equal. The Clerk to the Board will begin her employment with CEA on June 2, 2025, along with the other four new employees in the Power Supply and Key Accounts and Programs departments.

The intent is to bring the Executive Assistant/Office Manager on board in the new fiscal year pending approval of an amended Position Control Listing by the Board. Staff is seeking Board authorization to move forward with the creation and hiring of the Executive Assistant/Office Manager position subject to approval of an amended Position Control Listing and Salary Schedule at CEA’s June Board Meeting.

At the CEA Board Meeting on May 26, 2025, the Board approved CEA’s FY2025/26 – 2026/27 Strategic Plan (Strategic Plan) and reviewed the FY2025/26 – 2026/27 Draft Work Plan (Work Plan, Attachment A). The Strategic Plan sets forth CEA’s goals and objectives for the next two years while the Work Plan is intended to identify specific implementation measures and key performance indicators to track progress towards meeting goals and objectives of the Strategic Plan. The Work Plan is also intended to set forth the priorities for staff to carry out as directed by the Board. Finally, the Work Plan identifies key partners/consultants and staff identified to lead the implementation of each listed objective. Given the scope and breadth of the Work Preliminary Budget Outlook Outlook Outlook Outlook FY2025-2026 FY2026-2027 FY2027-2028 FY2028-2029 FY2029-2030 Total Operating Revenues $383,146,909 $388,089,267 $383,501,212 $383,507,082 $383,513,055 Total Cost of Energy 333,540,321 334,844,585 312,629,543 298,903,726 297,664,935 Other Expenses (excluding Energy) 13,363,246 16,646,758 20,674,112 25,379,524 31,715,530 Total Operating Expenses 346,903,567 351,491,343 333,303,655 324,283,250 329,380,465 Operating Income (Loss) 36,243,342 36,597,923 50,197,557 59,223,832 54,132,590 Total Nonoperating Income/(Expense) (380,692) (3,635) 444,240 1,481,379 2,703,573 CHANGE IN NET POSITION $35,862,650 $36,594,289 $50,641,797 $60,705,211 $56,836,163 Net Position at the beginning of period $14,468,108 $50,330,758 $86,925,047 $137,566,844 $198,272,055 Net Position at the end of period $50,330,758 $86,925,047 $137,566,844 $198,272,055 $255,108,218 Days Liquidity on Hand 75 110 170 207 269
May 29, 2025
Proposed FY 2025/2026 Budget

Plan, it is apparent that additional staff support will be needed not only to carry out the implementation of programs, policies and energy procurement for CEA but also to decrease the need for consultant services upon which CEA has largely relied since its inception to carry out its operations. As such, the Proposed Budget contemplates the addition of four (4) additional positions to support operational needs in the areas of power supply, energy programs, regulatory/legislative engagement and finance.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Draft FY2026-2027 Work Plan
CEA FY26-27 Work Plan
Funding Source
Guiding Principle # Objective Measure KPI Staff Lead Key Partners Column1 Column2

1. CLEAN ENERGY a)
Gradually increase CEA’s Renewable Portfolio Standard (RPS) to achieve 100% renewable energy
Increase base RPS to 55% in 2026, 60% in 2027,
75% for 2028-2030, and 100% by 2035.

Meet or exceed the
aforementioned RPS targets for
each calendar year. Dan P PEA Operational Budget
b)
Support customer retention and engagement by highlighting customers that have opted up to CEA’s 100% renewable energy Green Impact product
- Continue implementation of Green Impact
Champion Program
- Add at least one more member
agency to our Greeen Impact
Champions list per year
- Add two new Green Impact
Champion businesses per year
- Host one Green Impact
Champions recognition event to
recognize commercial participants Kaitlin M & Rob H Tripepi Smith Operational Budget c)
Support achievement of member agencies’ CAP goals for building decarbonization and energy efficiency goals through customer access to grant-funded and/or ratepayer-funded energy efficiency programs
- Pursue programs through the SoCal EBD Grant
Coalition or SDREN
- Tap into existing ratepayer funds to implement
energy efficiency programs
- Support member cities in achieving their CAP
GHG Reduction Goals
- Montior each member agency
CAP for compliance with its goals
- Submit application to Elect to
Administer Energy Efficiency funds
- Establish a policy for member
cities to adjust their default energy
product
- Present a draft policy for Board
Adoption by May 2026 Kaitlin M & Rob H
Member Agency Staff,
Frontier Energy. PEA Operational Budget
d)
Pursue local generation and dispatchable capacity projects, including in partnership with member agencies to utilize publicly owned facilities for solar and energy storage projects
- Total MW of local generation and dispatchable
capacity projects
- Number of relevant program offerings for
publicly owned facilities
- 15MW of local PPAs or ESSAs
executed by 2026
- 10MW of local PPAs or ESSAs
operational by 2028
- 1-2 program offerings for publicly
owned generation and/or capacity
by 2026
Dan P
(PPAs/ESSAs)
Rob H / Kaitlin M
(program) Program partner (TBD) Operational Budget

2. FINANCIAL STABILITY a)
Achieve sufficient financial reserves with a minimum of one hundred twenty (120) days liquidity on hand (DLOH) to mitigate the impact of energy cost volatility on customer rates and support rate stability. - End FY2025 with positive Net Position
- Extend JP Morgan Line of Credit
- Build reserves to meet all applicable targets
- End FY2025 with positive Net
Position
- Extend JP Morgan Line of Credit
- Build reserves to meet all
applicable targets Greg W/Andy S Operational Budget
b)
Minimize procurement and financing costs through achievement of investment grade credit rating Obtain investment grade credit rating by 2028 Obtain investment grade credit
rating by 2028 Greg W/Andy S JPMorgan Operational Budget c)
Analyze and adjust the rate premiums for the Clean Impact Plus and Green Impact energy products to ensure appropriate cost recovery. - Biannually calculate difference between cost of
each rate product and the corresponding
premium.

Ensure rates are covering costs
annually Dan P PEA Operational Budget
d)
Support customer retention by offering competitive rates while maintaining financial stability and achieving renewable/clean energy goals. - Focus on building financial reserves
Maintain rate competetiveness
including lower PCIAs Staff Keyes & Fox Operational Budget e)
Reduce Resource Adeqacy (RA) costs by reducing peak load through energy demand management programs.
- Participate in RA Proceedings
- Develop/Implement demand response
programs Staff PEA Operational Budget

3. CUSTOMER PROGRAMS a)
Provide customers with access to programs that reduce energy use and address high electric bills
- Continue to implement Solar Plus and Battery
Bonus Programs
- Implement PeakSmartSavers Program
- Implement PeakSmart Savers
Program
- Implement Grid Services for
battery dispatch Kaitlin M & Rob H P.E
Operational &
Programs Budget
b)
Provide access to solar and battery storage (and other Energy Programs) to all segments of the community that contributes to cost savings and decreases energy usage during peak periods while increasing the availabilty of and reliance upon clean energy. - Establish a policy that creates a fair and
effective distribution of programs that benefits
all segments of the community and supports
CEA’s broader goals of sustainability and equity
Present a draft policy for Board
Adoption by May 2026 Kaitlin M & Rob H P.E, Calpine, TBD Operational &
Programs Budget
c)
Expand access to solar and battery systems at significantly reduced costs to low-income customers
- Implement Solar Plus Connect Program
- Implement Battery Bonus Program
Achieve a 1% conversion rate for
the Battery Bonus Program. Kaitlin M & Rob H P.E
SGIP/Operational
Budget/Programs
Budget
Attachment A
d)
Retain customers and encourage participation in State funded income-based assistance programs Apply for SGIP assistance for eligible customers - Enroll 50-100 customers in Solar
Plus Connect the first year of
funding availability
- Enroll 50 customers in Battery
Bonus Program Kaitlin M & Rob H P.E
SGIP/Operational
Budget
e)
Work with member agencies to identify and design energy programs for government on City-owned properties or community hubs Participate in SDREN to devleop and implement
programs
Regularty report out CPUC
required participation metrics
tracked by SDREN Kaitlin M & Rob H SDCP
SDREN/Operational
Budget
f)
Collaborate with San Diego Regional Energy Network (SDREN) and Southern California Regional Energy Network (SoCal REN) to expand programs offered to CEA customers Develop and Implement programs - Execute MOU;
- Develop Programs with SDCP &
County Kaitlin M & Rob H SDCP
SDREN/Operational
Budget

4. CUSTOMER ADVOCACY a)
Maintain participation in legislative and regulatory proceedings that support CEA’s guiding principles and goals Work with Regulatory Counsel and hired lobbyist - Engage with Lobbyist;
- Engage with Keyes & Fox Emily F
Keyes & Fox
Summit Operational Budget
b)
Actively advocate for CEA and its customers in issues such as affordability, renewable energy procurement, and local control Hire a lobbyist to assist Legislative advocacy Emily F Keyes & Fox Operational Budget c)
Monitor and advocate for fair and reasonable Power Charge Indifference Adjustment (PCIA) charges
Work with Regulatory Counsel on PCIA/ERRA
proceeding Emily F Keyes & Fox Operational Budget
d)
Engage with local elected officials to communicate benefits CEA provides its customers and influence legislative decisions that support CEA's goals.

Annual City Council presentations to Member
Agency's Councils Greg W/Staff CalCCA Operational Budget

5. CUSTOMER

SERIVCE/ENGAGEMENT
a)
Increase CEA’s presence in the communities served and provide accurate information to customers
- Continue marketing, education and outreach
efforts
- Directed social media effort
- Increase social media follwers by
[__] % annually
- Develop a tooklit for CBOs to
share information about CEA &
programs. Staff Tripepi Smith Operational Budget
b)
Promote CEA as the preferred customer-focused renewable energy service provider in North San Diego County and add value to the community and the environment
- Continue marketing, education and outreach
efforts. Improve strategic account management
and stakeholder relationships Develop strategic
relationships with large and/or under-represented commercial customers and community based organizations
- Directed social media effort
- Develop relationships with 20% of
the top 50 highest users by July
2026
- Establish a bench of partner
CBOs by July 2026. Staff Tripepi Smith Operational Budget c)
Engage with CEA customers to provide information about CEA’s programs, services and benefits; maintain strong customer participation and communication; and, gather feedback from customers and community members
- Co-host or host informational sessions,
workshops, and community forums to educate
residents and businesses about CEA
- Collaborate with local organizations,
businesses, and government agencies to expand
outreach efforts
- Work with newspapers, radio stations, and
local TV channels to feature stories and
advertisements about the CEA program
- Develop brochures, flyers, and FAQs that
explain how CEA works and its benefits and
introduce educational programs in local schools
to raise awareness among students and their
families
Increase external advertising
partnerships by [__] % in FY 2026.

Partner with at least 2 spanish
language media outlets Staff Tripepi Smith Operational Budget d)
Develop a comprehensive customer communications strategy to reach CEA's diverse communities.
- Develop brochures, flyers, and FAQs that
explain how CEA works and its benefits and
introduce educational programs in local schools
to raise awareness among students and their
families
- Improve trust and communication with CEA's
Develop a plan in FY 2026.

Complete a review of marketing
collateral. Kaitlin M & Rob H Tripepi Smith Operational Budget

6. ORGANIZATIONAL
DEVELOPMENT a)
Achieve continuity in operations by developing or expanding upon key operational processes and procedures such as key workflows, performance evaluations, and recruitment and onboarding Expand staff per Board-approved Position
Control Plan
- Hire four employees in FY 2025
per Position Control Plan
- Hire two employees in FY 2026
per Position Control Plan Greg W Recruiting Consultant Operational Budget b)
Support employee development through participation in California Community Choice Association's committees, workshops and conferences.
- Assign/Attend CalCCA Committees
- Attend Annul CalCCA Conference (all staff) Greg W/Staff Operational Budget c)
Encourage employee participation in professional education opportunities.
- New CEA staff participation in the upcoming
USD EPIC Energy Academy Cohort (3). Greg W/Staff Operational Budget