Laguna Beach City Council
December 9, 2025

Milestone Amount Recipient Timing
50% Initial Payment $55,137.50 Contractor Upon contract execution 30% Progress Payment $33,082.50 Contractor After fabrication and inspection 20% Final Payment $22,055 City After six-month monitoring period

FINANCIAL ANALYSIS
The total cost of the Pump Pod Unit is $110,275. Of this amount, $88,220 will be paid directly to the vendor by the Water Savings Incentive Program in two milestone-based payments. The City is responsible for an upfront payment of $22,055 to the vendor, along with taxes and delivery charges not to exceed $9,500.

Staff recommends a General Fund appropriation of $31,555 to cover the full City obligation, including taxes and delivery. Of this amount, $22,055 will be reimbursed to the City following successful completion of the six-month monitoring period required by the grant.

To reflect this, the report recommends a $31,555 appropriation in the General Fund expenditure budget, and recognition of $22,055 in estimated grant revenue. The net General Fund impact is limited to the estimated $9,500 in non-reimbursable delivery and tax costs.

ENVIRONMENTAL ANALYSIS
The recommended action is not a ”project” under the California Environmental Quality Act pursuant to CEQA Guidelines section 15378 (b)(2) which states that a project does not include continuing administrative or maintenance activities, such as purchases for supplies. . . The purchase of a Pump Pod Unit is a purchase of a supply and will not have the potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

ATTACHMENTS

1. Pump Pod Agreement (Pgs. 3-6)
Submitted By:
.

Approved: .David A Kiff
Niko King, Fire Chief Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Andrew Hill, Battalion Chief
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AGREEMENT TO PURCHASE MOBILE DRAFT WATER REDUCTION UNIT This Agreement for mobile draft water reduction unit, (“Agreement”) is entered into as of this ____ day of ________, 2025, by and between the City of Laguna Beach, a Municipal Corporation (“City”) and Pump-Pod USA, (a General Corporation) (“Contractor”) effective from ___________ 2025 and continues in effect through November __, 2026, based on the grant that the City has been awarded pursuant to the Water Saving Incentive Program (Application # WSP5196). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
WHEREAS, the City submitted an application to the Water Savings Incentive Program to help fund the purchase of a mobile draft water reduction unit from Pump-Pod USA (“Pump Pod Unit”); and
WHEREAS, the mobile draft water reduction unit immediately captures and recirculates the water normally wasted during firefighter training without cavitation or overheating by recirculating water between the pumping engine and the Pump Pod Unit; and
WHEREAS, on October 30, 2025, the City was notified that its application to the Water Savings Incentive Program was approved. In pertinent, the granted application provided fundings for the Pump Pod Unit via the Water Savings Incentive Program in an amount of $110,275 pursuant to the following schedule: (i) 50% initial payment made directly to the Contractor by the Water Savings Incentive Program ($55,137.50); 30% of costs after fabrication and inspection paid to the Contractor by the Water Savings Incentive Program ($33,082.50); and remaining 20% paid directly to City after a 6-month monitoring program ($22,055); and
WHEREAS, the City, desire to utilize the funding provided via the Water Saving Incentive Program. However, pursuant to the timing of the grant funding explained above, it will require a temporary budget allocation in the amount of $22,055 plus any taxes and delivery charge from the Contractor with the understanding that $22,055 would be paid to the City after 6 months. The taxes and delivery fees will be the responsibility of the City with plans that sponsorships and signage on the Pump Pod Unit will be offered to various water districts to make this a completely budget neutral project; and WHEREAS, Contractor has the experience, equipment, manpower, general ability, and resources as well as the necessary qualifications to provide the products and services; and
Attachment 1
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WHEREAS, the City wishes to contract with Contractor to provide the City with Pump Pod Unit consistent with the terms and conditions set forth in the Water Saving Incentive Program Terms and Conditions and this Agreement.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:

1. Recitals. The foregoing recitals are true and correct and are a part of this Agreement.

2. Scope of Work. Contractor will provide the fabrication and the delivery of the Pump-Pod Unit to the City. Delivery shall occur no later than July 1, 2026, unless otherwise agreed to by the Parties. Contractor represents and warrants that the Pump-Pod unit shall be of merchantable quality, free from defects in materials and workmanship, and fit for the particular purpose of this Agreement.

3. Compensation. City agrees to pay compensation in an amount not to exceed $22,055.00 plus taxes and delivery fee in an amount not to exceed $9,500.

Contractor acknowledges and agrees that the remaining cost of the Pump Pod Unit ($88,220.00) will be remitted to Contractor directly by the Water Savings Incentive Program.

4. General.

A. Terms and Conditions of the Water Savings Incentive Program. Except as otherwise adjusted herein, Contractor agrees to comply with all other terms and conditions of the Water Saving Incentive Program which are incorporated by reference.

B. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

5. Authority to Execute Contract. The person(s) executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and 4 4 of 565
existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

6. Notices. Unless otherwise provided herein, any notices required to be given under the Agreement shall be in writing with copies as directed herein and shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a mail document delivery service shall be effective upon receipt. Any notice given by mail shall be deemed to have been given when deposited in the United States mails certified and postage prepaid, addressed to the party to be served as follows:

Contactor:

Pump-Pod USA
Attn: Bill Ward
3850 Royal Avenue, Suite B,
Simi Valley, CA 93063
City’s Project Manager:

City of Laguna Beach
Attn: Fire Department
505 Forest Avenue
Laguna Beach, CA 92651
[email protected]
Changes in the address to be used for receipt of notices shall be affected in accordance with this Section.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF LAGUNA BEACH
Approved By:

Nico King
Fire Chief
Approved as to Form:

City Attorney

PUMP-POD USA
Approved By:

Signature

Name

Title
Attested By:

Signature

Name

Title
6 6 of 565

STAFF REPORT
Meeting Date:

December 9, 2025

CONSENT
20 SUBJECT: PARKING, TRAFFIC, AND CIRCULATION COMMITTEE

RECOMMENDATIONS
RECOMMENDATION: It is recommended that the City Council:

1. Approve the Parking, Traffic, and Circulation Committee’s recommendation to establish 40 feet of parking restrictions on Sunset Ridge Drive by adopting the Resolution titled, “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH,

CALIFORNIA, ESTABLISHING PARKING RESTRICTIONS ON SUNSET RIDGE DRIVE

AND FINDING THE PROJECT EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE CEQA GUIDELINES SECTIONS 15061(b)(3) AND 15304”;

2. Approve the Parking, Traffic, and Circulation Committee’s recommendation to establish two golf cart parking spaces on Ocean Way by adopting the Resolution titled, “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, ESTABLISHING

TWO GOLF CART PARKING SPACES ON OCEAN WAY AND FINDING THE PROJECT

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE CEQA GUIDELINES SECTIONS 15061(b)(3) AND 15304”; and

3. Approve the Parking, Traffic, and Circulation Committee’s recommendation to establish 4 feet of parking restrictions on Fairview Drive by adopting the Resolution titled, “A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH, CALIFORNIA, ESTABLISHING

PARKING RESTRICTIONS ON FAIRVIEW STREET AND FINDING THE PROJECT

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE CEQA GUIDELINES SECTIONS 15061(b)(3) AND 15304.

SUMMARY OF THE MATTER
This report provides recommendations from the Parking, Traffic, and Circulation (PTC) Committee for City Council consideration. At its public meetings on September 25 and October 23, 2025, the PTC Committee approved the recommendations listed below:

Establish Parking Restrictions on Sunset Ridge Drive. At its September 25, 2025, meeting, the PTC Committee voted 5-1 to establish twenty feet of parking restrictions on each side of Sunset Ridge Drive adjacent to 1700 and 1701 Sunset Ridge Drive. (Attachment 1).

Install Two Golf Cart Parking Spaces on Ocean Way. At its September 25, 2025, meeting, the PTC Committee voted 5-0 to install one golf cart parking space adjacent to 1941 Ocean Way and voted 3-2 to install one golf cart parking space adjacent to 1990 Ocean Way. (Attachment 2).

Establish Parking Restrictions on Fairview Street. At its October 23, 2025, meeting, the PTC Committee voted 6-1 to establish two feet of parking restrictions on each side of the driveway at 165 Fairview Street. (Attachment 3).
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PARKING, TRAFFIC, AND CIRCULATION COMMITTEE RECOMMENDATIONS December 9, 2025

LEGAL BACKGROUND
The California Vehicle Code (CVC) generally allows cities to establish their own process for regulating parking spaces on streets:

Local authorities may, by ordinance or resolution, prohibit or restrict the stopping, parking, or standing of vehicles, including, but not limited to, vehicles that are six feet or more in height (including any load thereon), within 100 feet of any intersection, on certain streets or highways, or portions thereof during all or certain hours of the day. (CVC Section 22507(a).)
The City Council adopted an ordinance that creates a process by which the City Manager, or his/her designee, subject to approval by the City Council, is authorized to determine “appropriate parking restrictions” “as may be required for the safe and efficient control of traffic within the city” based on traffic engineering principles, investigations, and standards as may be pertinent:
(a) The city manager or his/her designee shall have the authority and duty, subject to the approval of the city council, to determine the type, location and hours of operation of, and to install, erect, place, maintain, remove, relocate, or discontinue, all traffic control signals, signs, markings and devices within the city of Laguna Beach.
(b) The city manager or his/her designee also has authority to determine the nature and type of traffic restrictions, subject to the approval of the city council, as may be required for the safe and efficient control of traffic within the city, including but not limited to the following:
(1) Determine restricted turn areas, appropriate parking restrictions, and such additional control devices as may, in his/her judgment, be required.
(2) Make such determinations upon the basis of traffic engineering principles, investigations, standards and information as may be pertinent and in accordance with state law and the instructions set forth in the California Maintenance Manual and Planning Manual-Traffic, issued by the California Department of Transportation, and in accordance with such standards, limitations and rules as may be set forth in this chapter, or as may be determined by ordinance or resolution of the city council.
(LBMC Section 10.03.010.)

FINANCIAL ANALYSIS
The Fiscal Year 2025-26 Budget contains sufficient funding, and no additional appropriations are required for the recommended action.

ENVIRONMENTAL ANALYSIS
The approval of the PTC’s recommendations and adoption of the resolutions is not subject to the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines sections 15060(c)(2) and 15061(b)(3). The activity is not subject to CEQA because it will not result in a direct or reasonably foreseeable physical change in the environment, and the activity is covered by the general rule that CEQA 2 of 581

PARKING, TRAFFIC, AND CIRCULATION COMMITTEE RECOMMENDATIONS December 9, 2025

applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment, the activity is not subject to CEQA. Here, the proposed Project does not have the potential to present any negative impacts to the environment because the proposed Project does not involve any significant physical actions that could present harm to the environment.

Further, in accordance with the State CEQA Guidelines, the project is also categorically exempt pursuant to State CEQA Guidelines Section 15304 - Class 4, Minor Alterations to Land, which consists of minor alterations to the land, water and/vegetation that does not involve the removal of healthy, mature, scenic trees. Examples of Class 4 exempt projects include the creation of bicycle lanes, minor trenching, and earth filling. Here, the proposed Project includes parking restrictions, modifications to an existing commercial loading zone and the demarcation of one golf cart parking space and bicycle parking. All of the actions under the proposed Project are minor in nature and do not have the potential to cause a significant physical effect on the environment. Further, none of these actions involves the removal of any healthy, mature, scenic trees.

Further, none of the exceptions outlined in CEQA Guidelines section 15300.2 apply. The project site does not contain any environmentally sensitive areas. There will be no cumulative impact resulting from successive projects of the same type in the same place over time. There are no unusual circumstances resulting in a significant impact on the environment. There will be no damage to scenic resources, including trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway in that project is temporary. The project is not located on a hazardous waste site or any other site included on a list compiled pursuant to Government Code section 65962.5 according to Cortese List. The project will not result in significant adverse impacts to historical resources as defined by CEQA as the existing structures onsite are not on the California Register of Historical Resources.

Consequently, additional environmental analysis is not necessary to meet the requirements of the CEQA, and the project falls within the Class 4 exemption. Upon approval of these resolutions, staff will cause a Notice of Exemption to be filed with the County Clerk and State Clearinghouse within five working days.

ATTACHMENTS

1. Resolution & Exhibit – Sunset Ridge Drive Parking Restrictions (Pgs. 4-8)

2. Resolution & Exhibit – Install Golf Cart Parking Spaces on Ocean Way (Pgs. 9-12)

3. Resolution & Exhibit – Fairview Street Parking Restrictions (Pgs. 13-16) Submitted By: Mark McAvoy Approved: .David A Kiff
Mark McAvoy, Director of Public
Works & Utilities
Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Joshua McDonald, Associate Civil Engineer Thomas Perez, City Engineer 3 of 581
RESOLUTION NO. 25.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, ESTABLISHING PARKING

RESTRICTIONS ON SUNSET RIDGE DRIVE AND FINDING

THE PROJECT EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE
CEQA GUIDELINES SECTIONS 15061(b)(3) AND 15304
WHEREAS, California Vehicle Code Section 22507(a) and Laguna Beach Municipal Code (“LBMC”) Section 10.03.010 provide for and authorize the City Council to establish traffic controls within the City; and
WHEREAS, at its meeting on September 25, 2025, the City’s Parking, Traffic and Circulation Committee reviewed, considered, and made a recommendation regarding a request to establish parking restrictions on Sunset Ridge Drive adjacent to 1700 and 1701 Sunset Ridge Drive; and
WHEREAS, the Public Works Department has reviewed the proposed parking restrictions for safety, in accordance with LBMC Section 10.03.010(b); and WHEREAS, at its meeting on December 9, 2025, the City Council considered the recommendation of the Parking, Traffic and Circulation Committee.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES RESOLVE:

SECTION 1. The recitals above are true and correct and are incorporated herein by reference.

SECTION 2. Twenty feet of “No Parking” restrictions shall be installed on both the southwesterly side of Sunset Ridge Drive commencing at the northerly corner of 1701 Sunset Ridge Drive and continuing twenty feet to the southeast; and on the northeasterly side of Sunset Attachment 1
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-2- Reso. #
Ridge Drive commencing at the westerly corner of 1700 Sunset Ridge Drive property line and continuing twenty feet to the southeast.

SECTION 3. The Director of Public Works and Utilities shall establish and maintain signage and/or markings to indicate the parking restriction as established in Section 2 and is authorized to take incidental actions necessary to carry out Section 2.

SECTION 4. Portions of all prior resolutions in conflict herewith are hereby repealed to the extent of such conflict and are of no further effect.

SECTION 5. For purposes of the California Environmental Quality Act (“CEQA”), the establishment of 40 feet of parking restrictions on Sunset Ridge Drive adjacent to 1701 and 1700 Sunset Ridge Drive is a part of the recommendations made by the Parking, Traffic, and Circulation Committee, which also include the installation of two golf cart parking spaces on Ocean Way adjacent to 1941 Ocean Way and 1990 Ocean Way, and establishment of 4 feet of Parking Restrictions on Fairview Street adjacent to 165 Fairview Street (collectively referred to as the “Project”). The approval of the Project is not subject to CEQA pursuant to State CEQA Guidelines sections 15060(c)(2) and 15061(b)(3) because it will not result in a direct or reasonably foreseeable physical change in the environment. Here, it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment because it does not involve any significant physical actions that could present harm to the environment.

Alternatively, the Project is also categorically exempt pursuant to State CEQA Guidelines Section 15304 - Class 4, Minor Alterations to Land, which consists of minor alterations to the land, water and/vegetation that does not involve the removal of healthy, mature, scenic trees. Here, the proposed parking restrictions are minor in nature and do not have the potential to cause a 5 5 of 581
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significant physical effect on the environment. Further, none of these actions involves the removal of any healthy, mature, scenic trees.

Further, none of the exceptions outlined in CEQA Guidelines section 15300.2 apply. The project site does not contain any environmentally sensitive areas. There will be no cumulative impact resulting from successive projects of the same type in the same place over time. There are no unusual circumstances resulting in a significant impact on the environment. There will be no damage to scenic resources, including trees, historic buildings, rock outcroppings or similar resources, within a highway officially designated as a state scenic highway in that project is temporary. The project is not located on a hazardous waste site or any other site included on a list compiled pursuant to Government Code section 65962.5. The Project will not result in significant adverse impacts to historical resources as the existing structures onsite are not on the California Register of Historical Resources. Thus, the Project falls under the Class 4 exemption. Upon adoption of this Resolution, staff is directed to cause a Notice of Exemption to be filed with the County Clerk and State Clearinghouse within five working days.

ADOPTED this 9th day of December, 2025.

Alex Rounaghi, Mayor
ATTEST:

Ann Marie McKay, City Clerk
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I, Ann Marie McKay, City Clerk of the City of Laguna Beach, certify that the foregoing Resolution No. 25.XXX was duly adopted at a regular meeting of the City Council of said City held on December 9, 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

City Clerk, City of Laguna Beach, CA
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PROPOSED PARKING RESTRICTIONS
AT 1700 AND 1701 SUNSET RIDGE DRIVE
INSTALL 20 FT OF NEW

PARKING RESTRICTIONS
1700 SUNSET

RIDGE DR
1701 SUNSET

RIDGE DR
8 Exhibit A
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RESOLUTION NO. 25.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, ESTABLISHING TWO GOLF

CART PARKING SPACES ON OCEAN WAY AND FINDING

THE PROJECT EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE
CEQA GUIDELINES SECTIONS 15061(b)(3) AND 15304
WHEREAS, California Vehicle Code Section 22507(a) and the Laguna Beach Municipal Code (“LBMC”) Section 10.03.010 provide for and authorize the City Council to establish traffic controls within the City; and
WHEREAS, at its meeting on September 25, 2025, the City’s Parking, Traffic and Circulation Committee reviewed, considered, and made a recommendation regarding a request to install two golf cart parking spaces on Ocean Way adjacent to 1941 Ocean Way and 1990 Ocean Way; and
WHEREAS, the Public Works Department has reviewed the proposed parking restrictions for safety, in accordance with LBMC Section 10.03.010(b); and WHEREAS, at its meeting on December 9, 2025, the City Council considered the recommendation of the Parking, Traffic and Circulation Committee.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES RESOLVE:

SECTION 1. The recitals above are true and correct and are incorporated herein by reference.

SECTION 2. Golf cart parking shall be established at two locations; one beginning three feet southeast of the driveway at 1990 Ocean Way and extending ten feet southeast, and the second golf cart parking space beginning eight feet southeast of the stairway of the north Woods Cove Attachment 2
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Beach access and continuing ten feet to the southeast adjacent to 1941 Ocean Way.

SECTION 3. The Director of Public Works and Utilities shall establish and maintain signage and/or markings to indicate the parking restrictions as established in Section 2 and is authorized to take incidental actions necessary to carry out Section 2.

SECTION 4. Portions of all prior resolutions in conflict herewith are hereby repealed to the extent of such conflict and are of no further effect.

SECTION 5. On December 9, 2025, the City Council considered the recommendations of the Parking, Traffic and Circulation Committee, including the proposed installation of two golf cart parking spaces (collectively referred to as the “Project”), and determined the Project was not subject to the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines sections 15060(c)(2) and 15061(b)(3), and 15304, for all the reasons set forth in the Resolution Establishing Golf Cart Parking Spaces on Ocean Way. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution Establishing Parking Restrictions on Sunset Ridge Drive as if fully set forth herein.

ADOPTED this 9th day of December, 2025.

Alex Rounaghi, Mayor
ATTEST:

Ann Marie McKay, City Clerk
10 10 of 581
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I, Ann Marie McKay, City Clerk of the City of Laguna Beach, certify that the foregoing Resolution No. 25.XXX was duly adopted at a regular meeting of the City Council of said City held on December 9, 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

City Clerk, City of Laguna Beach, CA
11 11 of 581
12 Exhibit A
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RESOLUTION NO. 25.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA BEACH, CALIFORNIA, ESTABLISHING PARKING

RESTRICTIONS ON FAIRVIEW STREET AND FINDING THE

PROJECT EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT PURSUANT TO STATE
CEQA GUIDELINES SECTIONS 15061(b)(3) AND 15304
WHEREAS, California Vehicle Code Section 22507(a) and Laguna Beach Municipal Code (“LBMC”) Section 10.03.010 provide for and authorize the City Council to establish traffic controls within the City; and
WHEREAS, at its meeting on October 23, 2025, the City’s Parking, Traffic and Circulation Committee reviewed, considered, and made a recommendation regarding a request to establish parking restrictions on Fairview Street adjacent to 165 Fairview Street; and WHEREAS, the Public Works Department has reviewed the proposed parking restrictions for safety, in accordance with LBMC Section 10.03.010(b); and WHEREAS, at its meeting on December 9, 2025, the City Council considered the recommendation of the Parking, Traffic and Circulation Committee.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES RESOLVE:

SECTION 1. The recitals above are true and correct and are incorporated herein by reference.

SECTION 2. Two feet of “No Parking” restrictions shall be installed on both sides of the Driveway at 165 Fairview Street.

SECTION 3. The Director of Public Works and Utilities shall establish and maintain signage and/or markings to indicate the parking restriction as established in Section 2 and is Attachment 3
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authorized to take incidental actions necessary to carry out Section 2.

SECTION 4. Portions of all prior resolutions in conflict herewith are hereby repealed to the extent of such conflict and are of no further effect.

SECTION 5. On December 9, 2025, the City Council considered the recommendations of the Parking, Traffic and Circulation Committee, including the proposed parking restrictions on Fairview Street (collectively referred to as the “Project”), and determined the Project was not subject to the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines sections 15060(c)(2) and 15061(b)(3), and 15304, for all the reasons set forth in the Resolution Establishing Parking Restrictions on Fairview Street. This Resolution incorporates by reference the environmental findings and analysis set forth in the Resolution Establishing Parking Restrictions on Sunset Ridge Drive as if fully set forth herein.

ADOPTED this 9th day of December, 2025.

Alex Rounaghi, Mayor
ATTEST:

Ann Marie McKay, City Clerk
I, Ann Marie McKay, City Clerk of the City of Laguna Beach, certify that the foregoing Resolution No. 25.XXX was duly adopted at a regular meeting of the City Council of said City held on December 9, 2025, by the following vote:
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AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

City Clerk, City of Laguna Beach, CA
15 15 of 581

PROPOSED PARKING RESTRICTIONS
ADJACENT TO 165 FAIRVIEW STREET
INSTALL 2 FT OF NEW PARKING RESTRICTIONS ON EACH

SIDE OF DRIVEWAY
165 FAIRVIEW ST
16 Exhibit A
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STAFF REPORT
Meeting Date:

December 9, 2025

CONSENT
21 SUBJECT: CONTRACT FOR MICROGRID DEPLOYMENT AT FIRE STATIONS 2 AND 3 RECOMMENDATION: It is recommended that the City Council:

1. Authorize the City Manager to enter into agreements with Staten Solar for Solar Photovoltaic Direct Purchase and Battery Energy Storage Systems Lease for Fire Stations 2 and 3; and

2. Find that the proposed solar panel installations are statutorily exempt pursuant to Public Resources Code § 21080.35 for installing solar energy systems on existing building roofs or in existing parking lots.

SUMMARY OF THE MATTER
This report presents final agreements with Staten Solar Corporation for the installation of solar photovoltaic (PV) and battery energy storage systems (BESS) at Fire Stations 2 and 3. The total cost for direct purchase of the solar systems is $141,452, which is funded through the Capital Improvement Program. This project supports the City’s climate resilience goals by ensuring emergency power reliability and reducing greenhouse gas emissions.

Staff recommend proceeding with a hybrid model: the City will own the solar systems (direct purchase), while Staten Solar will lease, operate, and maintain the BESS for 20 years. The City is eligible for a 30% federal Investment Tax Credit (ITC) through direct pay, with an estimated reimbursement of $42,436.

The BESS lease is $27,148 annually for Fire Station 2 and $12,286 annually for Fire Station 3. This will result in a total cost of $788,680 over the twenty (20) year lease term.

The proposed installations are categorically exempt from the California Environmental Quality Act (CEQA) under Public Resources Code Section 21080.35, which applies to solar systems installed on existing building rooftops.

DISCUSSION
The Capital Improvement Program includes $300,000 for the Fire Station 2 Emergency Generator project.

The generator design was never initiated because the intent is to replace the generator with the microgrid installation. On April 8, 2025, the City Council received a presentation regarding microgrid deployment on City properties. Following the presentation, public comments, and council discussion the City Council directed staff to proceed with microgrid implementation under the Solar Direct Purchase + Battery Lease model, for Fire Stations 2 and 3, authorized staff to prepare an agreement with Staten Solar for microgrid deployment at Fire Stations 2 and 3, and directed staff to monitor changes in technology costs, grant opportunities, and site conditions, and return to Council with updates or proposed adjustments to the deployment strategy as needed. Staff has completed the negotiations with Staten Solar for the acquisition and implementation of microgrid systems at Fire Stations 2 and 3, with options to add additional sites over time, and the agreements are ready for City Council consideration. A microgrid system ensures continuous power during grid outages, supporting operations for a specified period. 1 of 843
CONTRACT FOR MICROGRID DEPLOYMENT AT FIRE STATIONS 2 AND 3 December 9, 2025

A 90% confidence level means there is a high likelihood the microgrid will maintain operations for the designated time without failure. To achieve a 90% confidence level, a microgrid must include enough energy storage and backup generation to meet peak loads and nighttime demand.

A request for proposals for Solar PV Microgrid Design, Installation and Operation was posted on the PlanetBids online portal on July 1, 2024, and closed on August 20, 2024. Two proposals were received.

After conducting interviews in September 2024, Staten Solar Corporation was selected as the most qualified vendor.

Based on the April 8, 2025, City Council direction, staff has been working on agreements with Staten Solar for the installation of solar PV systems and BESS at Fire Station 2 and Fire Station 3 to reduce long-term energy costs and greenhouse gas emissions as well as increase resilience at the sites. The proposed site map is included in Attachment 1. The proposed Master Agreement for Installation of Solar PV & Battery Energy Storage System Microgrids (Master Agreement) is included in this report as Attachment 2, the April 8 2025, staff report is provided in Attachment 3, and the related minutes are included as Attachment 4.

The Master Agreement consists of four companion agreements: Engineering, Procurement, and Construction Services Agreement (EPC Agreement), Solar Operation and Maintenance (O&M) Agreement, BESS Lease, and a BESS Site License. The direct purchase of the solar PV means that the City will pay upfront costs and will own the solar PV systems outright. The BESS lease means that Staten Solar will own, operate, and maintain the BESS for a term of 20 years, and the City will not have any maintenance obligations for the batteries. The solar PV direct purchase and BESS lease are further defined below.

Solar PV Direct Purchase
The EPC Agreement attached as Exhibit C to the Master Agreement details the purchase and installation of the solar panels at Fire Stations 2 and 3. Pursuant to the agreement, Staten Solar will be responsible for engineering, designing, constructing, and installing the rooftop solar panels and all the necessary ancillary systems at each site. The City’s initial investment for the direct purchase of the solar systems is $94,090 for Fire Station 2 and $47,363 for Fire Station 3 as shown in the table below.

No. Site Name Solar Size
(kW-DC) Solar Price
1 Fire Station 2 24.20 $ 94,090
2 Fire Station 3 10.45 $ 47,363
Total Project Price: $ 141,452
As a public agency making a direct upfront investment, the City is eligible to receive a 30% federal ITC through direct pay, which would return approximately $28,227 for Fire Station 2 and $14,209 for Fire Station 3, provided that at least 5% of the total project costs are incurred by December 31, 2025 to maintain eligibility under the non-Foreign Entity of Concern (FEOC) safe harbor requirements. 2 of 843
CONTRACT FOR MICROGRID DEPLOYMENT AT FIRE STATIONS 2 AND 3 December 9, 2025

The O&M Agreement requires the City to begin making annual O&M payments for the specified term once the systems receive permission to operate and are fully commissioned. The term of the O&M Agreement is Ten (10) years with an option to extend an additional Ten (10) years. The Year 1 O&M cost is $2,500 with a 2.5% annual escalation each subsequent year thereafter.

The terms and responsibilities for each party as detailed in the EPC Agreement are summarized below.

Solar EPC Agreement Responsibilities:
• Staten Solar (Contractor):
o Complete full system design, engineering, and permitting. o Procure all materials (modules, inverters, racking, wiring, etc.). o Perform all construction and installation at both fire stations. o Maintain onsite safety, supervision, and project management. o Conduct all testing, commissioning, and utility interconnection tasks. o Provide as-built drawings, manuals, and closeout documents. o Meet all schedule milestones for construction.
o Deliver the systems with a 90% performance guarantee to ensure projected savings. o Correct any defects or punch-list items within warranty periods. o Provide quarterly reports detailing system operations, any significant issues and planned corrective actions, major upcoming activities.
o Provide annual reports providing a comprehensive summary of project activities and operating data.
• City (Owner):
o Provide site access and coordinate with fire station operations. o Review and approve design plans, submittals, and schedules. o Attend kickoff, progress, and commissioning meetings. o Support utility interconnection documentation and approvals. o Make milestone payments upon verified completion.
o Provide available site/utility information needed for design. o Review final testing and execute Placed-in-Service Certificates.

Battery Energy Storage System (BESS) Lease
The BESS Lease requires the City to begin making monthly lease payments when the system becomes fully operational for a total of $27,148 annually for Fire Station 2 and $12,286 annually for Fire Station 3. This will result in a total cost of $788,680 over the twenty (20) year term. The first payment will not occur until the systems have permission to operate and are fully commissioned. The monthly BESS Lease payments remain fixed for the full term, providing predictable budgeting for both fire stations. Upon conclusion of the contract term, the City is required to pay a Termination Value of $38,584 for Fire Station 2 and $19,732 for Fire Station 3.

BESS Lease Responsibilities:

Staten Solar (Lessor):
o Design, engineer, deliver, and install the BESS at Fire Station 2 and Fire Station 3. o Obtain all permits, complete construction, and manage all utility coordination. 3 of 843
CONTRACT FOR MICROGRID DEPLOYMENT AT FIRE STATIONS 2 AND 3 December 9, 2025

o Own, operate, and maintain the BESS for the full 20-year lease term. o Provide all repairs, replacements, monitoring, and ongoing operational support. o Maintain all insurance coverage required under the Lease. o Keep the site free of liens and ensure compliance with all laws and safety requirements. o Provide required quarterly performance and operations reporting to the City. o Cover all costs of capital repairs and equipment failures (not the City). o Ensure system operates per manufacturer standards and industry best practices. o Provide documentation for system testing, acceptance, and commissioning. o Notify City of any shutdowns, emergencies, or operational issues. o Remove the BESS and restore the site at end of term unless City exercises purchase option. o Support City’s audit requests and provide financial transparency as required. o Handle all federal incentive (i.e., ITC) filings as system owner; City bears no responsibility.

City (Lessee):
o Pay monthly lease payments per the Payment Schedule.
o Provide Staten with site access for installation, operation, maintenance, and inspections. o Review and execute Placed-in-Service Certificates to initiate the formal lease term. o Support documentation reasonably required for Staten's ITC and incentive filings (no City cost). o Provide notice of funding non-appropriation, if applicable, according to standard government leasing rules.
o Notify Staten of any site conditions, constraints, or facility operational impacts. o Ensure the BESS area remains available as the Licensed Area under the Site License Agreement. o Maintain coordination with fire station operations to enable Staten's access. o Exercise City’s discretion regarding end-of-term options (purchase, extension, or removal). o Review Staten’s quarterly reports and raise any concerns. o Execute reasonable documents required for interconnection or regulatory compliance. o Provide timely responses to Staten’s notices, requests, and documentation submissions.

CONCLUSION
The solar PV direct purchase and BESS lease provide operational resilience and peak load management, with all monitoring, repairs, replacements, and performance responsibilities handled by Staten Solar. The proposed procurement model will also ensure the City retains long-term flexibility, including the option at Contract Year 20 to purchase the BESS or require full removal and site restoration. The overall project structure ensures clean energy benefits, increased resilience, and minimized operational and financial risk for the City. Therefore, staff recommend City Council authorize the City Manager to enter into the required agreements for Solar PV direct purchase and BESS lease with Staten Solar.

FINANCIAL ANALYSIS
There is sufficient funding in the Fire Station 2 Emergency Generator project (C2507) to fund the solar panel purchase and the first year of the battery lease and O&M. General Fund allocations will be required in future annual budgets to fund the lease and O&M through the life of the lease agreement.

The proposed solar PV and BESS are anticipated to provide a positive financial outcome due to the avoideddowntime benefits associated with improved resilience during Public Safety Power Shutoff (PSPS) events 4 of 843
CONTRACT FOR MICROGRID DEPLOYMENT AT FIRE STATIONS 2 AND 3 December 9, 2025

and other outages. These avoided-downtime savings are based on the facility’s annual operating income and the average number and duration of PSPS events in the area, reflecting the economic value of services the City would otherwise be unable to provide during grid interruptions. When combined with the additional value of solar energy generation, battery demand-shaving, and the anticipated 30% federal ITC, the total projected benefits exceed the system’s installation and operating costs, resulting in net savings.

ENVIRONMENTAL ANALYSIS
Public Resources Code § 21080.35 exempts installing solar energy systems on existing building roofs or in existing parking lots from CEQA review.

ATTACHMENTS

1. Site Map (Pgs. 6-7)

2. Master Agreement for Installation of Solar PV & BESS Lease Microgrids (Pgs. 8-261)

3. April 8, 2025 Staff Report Microgrid Deployment
https://lagunabeachcity.granicus.com/MetaViewer.php?view_id=3&clip_id=2633&meta_id=220647

4. Minutes April 8, 2025, City Council Meeting (Pg. 262) Submitted By: Mark McAvoy Approved: .David A Kiff
Mark McAvoy, Director of Public
Works & Utilities Dave Kiff, City Manager
Report Prepared By: Coordinated With:

Thomas Perez, City Engineer Patrick Donegan, Assistant City Attorney 5 of 843
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Attachment 1
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7

MASTER AGREEMENT FOR INSTALLATION OF SOLAR PV & BATTERY ENERGY

STORAGE SYSTEM MICROGRIDS
This MASTER AGREEMENT FOR INSTALLATION OF SOLAR PV & BATTERY ENERGY STORAGE SYSTEM MICROGRIDS (this "Agreement") is made and entered into as of this ____ day of _________, 2025 (the "Effective Date"), by and between the City of Laguna Beach (the "City"), and Staten Solar Corporation, a California corporation ("Contractor").

Each of City and Contractor is sometimes referred to as a "Party" and collectively as the "Parties."

RECITALS
A. The City intends to install solar photovoltaic and battery energy storage system microgrids at up to nine facilities identified in Exhibit A. As of the Effective Date the City commits only to Fire Station 2 and Fire Station 3 (‘Committed Sites’). All other facilities (‘Optional Sites’) may be added at the City’s sole discretion by written Notice to Proceed or Work Order.

B. Contractor is in the business of engineering, designing, constructing, and installing solar photovoltaic, energy storage, and electric vehicle charging facilities, with California Registrars of Contractor License Number 984910.

C. The City has awarded the project for the installation of solar photovoltaic systems and BESS microgrids to the Contractor for the sizes & capacities mentioned in Exhibit A.

D. The City desires to retain Contractor, and Contractor desires to be retained, to perform or cause to be performed all work to engineer, design, construct, and install the Solar Photovoltaic Systems and all necessary ancillary systems at the Site as per Exhibit A.

E. The City desires to retain Contractor, and Contractor desires to be retained, to lease the Battery Energy Storage System (BESS) Microgrids at the Site as per Exhibit A

AGREEMENT TERMS

1. Commitment to Initial Sites
The City’s binding commitment under this Agreement is limited to the design, procurement, and installation of Solar PV and BESS Microgrids at the Committed Sites (Fire Station 2 and Fire Station 3). Contractor shall perform Services at any Optional Site only upon the City’s issuance of an NTP.

Nothing in this Agreement obligates the City to issue an NTP for any Optional Site. The City may, at any time and for any reason, elect not to proceed with an Optional Site without penalty or further obligation to Contractor.

2. Initial Allocation
The City will immediately allocate Fire Station 2 and Fire Station 3 for implementation.

3. Phased Implementation Structure
A Master Solar EPC & BESS Microgrid Lease Agreement will be signed between the City and Contractor to cover the entire scope of each site for which the City issues an NTP. Issuance of an NTP is at the City’s sole and absolute discretion.

Attachment 2
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The City will issue Work Orders for individual project phases as and when funds are available and the City is ready to proceed.

Each Work Order will specify the timelines for the respective phase and will be governed by the terms of this Master Agreement.

4. Work Order Definition
A Work Order is a formal document issued by the City to the Contractor under this Master Agreement.

It will specify:
a. The project location
b. Timelines for commencement and completion.

The Work Order template is attached as Exhibit E and will be incorporated into the Master Solar EPC and BESS Microgrid Lease Agreements.

5. Notice to Proceed Definition
Notice to Proceed (NTP) means a written directive issued by the City that authorizes Contractor to commence work at an Optional Site. No work, cost, or schedule obligation arises for an Optional Site until the City issues an NTP.

6. Compensation Structure
No compensation, liquidated damages, or other liability shall accrue to the City for any Optional Site unless and until an NTP is issued for that site.7. Project Integrity Both Parties affirm their commitment to the Committed Sites of the project, ensuring that smaller projects executed through Work Orders maintain the integrity and financial feasibility of the overall project.

8. Entire Agreement
This Agreement, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the City and Contractor with respect to the subject matter hereof and supersedes all prior agreements.

In the event of a conflict between the provisions of this Agreement and those of the Exhibits, the provisions of the Agreement shall prevail, except that Exhibit C & Exhibit D shall prevail over this Agreement pertaining to any issues relating to the Scope of Work.

9. Amendments
This Agreement may only be amended, modified, or supplemented by an instrument in writing executed by duly authorized representatives of the City and Contractor.

10. Severability
If any provision of this Agreement is unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall use their best efforts to replace the unenforceable provision with a legally acceptable clause that closely corresponds to the original intent. 9 9 of 843

11. Notices
Any notice required or permitted under this Agreement shall be given in writing and deemed effectively given upon personal delivery or confirmed signature receipt. Notices shall be sent to:

Contractor:

Name: Staten Solar Corporation
Address: 175 Nortech Parkway San Jose, California 95134 Email: [email protected]
Phone: 408-780-2889
Attn: Chief Financial Officer
City:

Name: City of Laguna Beach
Address: _____________________________
Email: _______________________________
Phone: _______________________________
Attn: ________________________________

12. Confidentiality
Both Parties agree to maintain confidentiality of all information shared under this Agreement.

Confidentiality obligations shall survive for four years after the Final Completion Date or early termination. Notwithstanding the above, nothing in this Agreement shall limit or impact the City’s obligations under the California Public Records Act.

13. Pricing and Payment Terms
Solar PV Systems (Direct Purchase): Payment terms for each phase of the solar PV system installation are detailed in Exhibit C. (Master Solar EPC Agreement) Battery Energy Storage System Microgrids (Monthly Lease): Monthly lease payments for each phase of the BESS microgrid system are detailed in Exhibit D. (Master BESS Microgrid Lease Agreement)

14. Price Adjustment
The Solar Purchase Price and Monthly BESS Microgrid Lease Fee are based solely on the Committed Sites; pricing for any Optional Site shall be negotiated and documented in the applicable Work Order/NTP. All subsequent projects will be through different work orders as per Master Solar EPC Agreement and BESS Microgrid Lease agreement respectively.

15. Exclusivity
The City grants exclusivity to Staten Solar for the implementation of Solar and Battery Energy Storage System Microgrid projects at the Committed Sites during the defined period. Any new RFPs or tendering activities will not be issued for the Committed Sites for two (2) years, and all work will be managed through work orders on terms aligned with the Solar EPC contract and BESS Microgrid Lease Contract. The City reserves all rights with respect to any Optional Site unless and until it issues an NTP for that site.
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16. Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising under or in connection with this Agreement shall be subject to resolution through arbitration or mediation as agreed upon by the Parties, and the venue for such proceedings shall be within Orange County, California.

IN WITNESS WHEREOF, the Parties have executed this Master Agreement as of the Effective Date.

CITY OF LAGUNA BEACH
By: _______________________________
Name: _______________________________
Title: _______________________________

STATEN SOLAR CORPORATION
By: _______________________________
Name: _______________________________
Title: _______________________________

EXHIBITS
Exhibit A: Site Details and System Capacities
Exhibit B: Reserved
Exhibit C: Master Solar EPC Agreement
Exhibit D: Master BESS Microgrid Lease Agreement
Exhibit E: Work Order Template
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EXHIBIT – A
Project Locations, Estimated Capacities and Location:

Sr.

No. Site Name Type of Solar System
Solar
Size
(kW-DC)
BESS
Power
Capacity
(kW)
BESS
Energy
Capacity
(kWh)
Commitment
Status
1 City Hall Carport 272.80 500.00 1,613
Optional –
subject to
City NTP

1.1 City Hall EV Carport 112.20 1,000.00 1,198
Optional –
subject to
City NTP
2 City Hall Lift Station Carport 66.00 125.00 688
Optional –
subject to
City NTP
3 Corporation Yard RT - 110.55kW 110.55 125.00 688
Optional –
subject to
City NTP

3.1 Corporation Yard EV CP - 59.40kW
RT - 14.85kW 74.25 1,000.00 1,198
Optional –
subject to
City NTP
4 Laguna Beach
Community and
Recreation Center
CP - 112.20kW
RT - 133.65kW 245.85 500.00 1,613
Optional –
subject to
City NTP
5 Susi Q Center Rooftop 47.85 250.00 1,075
Optional –
subject to
City NTP
6 Fire Station 2 Rooftop 24.20 11.50 189 Committed
7 Fire Station 3 Rooftop 10.45 7.60 95 Committed
8 Laguna Beach Animal
Shelter Carport 23.10 11.50 189
Optional –
subject to
City NTP
9 Animal Shelter Lift
Station Carport 4.95 5.80 54
Optional –
subject to
City NTP
TOTALS 992.20 3,536.40 8,599.50
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EXHIBIT- B
Reserved

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EXHIBIT C
Master Solar EPC Agreement

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EXHIBIT D
Master BESS Microgrid Lease Agreement
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EXHIBIT E
Work Order Template
Work Order Number: Date of Issue:

Project Information Key Team Members
Project Name Contractor
Representative
Project/Agreement
Number City Representative
City Name City of Laguna Beach
Contractor Name Staten Solar Corporation
Project Information
Project Site Name:

Site Address:

Solar System Size: _________kW-dc ( Carport/  Rooftop/  Mixed) BESS System Size: _______kw (Power Capacity) / __________ kWh (Energy capacity) Expected Completion (PTO) Date: __________________
Pricing & Payment Terms: As per Master Agreement/Master EPC/Master BESS Microgrid Lease Agreement
Master Solar EPC Agreement: All other terms and conditions of the Master Solar EPC Agreement apply to this Work Order
Master BESS Lease Agreement: All other terms and conditions of the Master BESS Microgrid Lease Agreement apply to this Work Order.

City hereby accepts the above information and authorizes Contractor to start the project as per this Work Order details.

City Certification Approval Statement
By signing this Work Order, the City and the Contractor acknowledge and agree to commence work on the Project Site as detailed in this Work Order, in accordance with the terms and conditions of the Master Solar EPC Agreement and the Master BESS Microgrid Lease Agreement.

City Signature: Contractor Signature
Name Name
Title Title
Signature Signature
Date Date
Note: This Work Order is issued in accordance with the Master Solar EPC Agreement and BESS Microgrid Lease Agreement, ensuring alignment with the agreed-upon terms and project-specific details. 16 16 of 843
Staten Solar Agreement
Solar Project
Draft: ______, 2025

30.2021 - 1 -

ENGINEERING, PROCUREMENT, AND CONSTRUCTION

SERVICES AGREEMENT
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT (this "Agreement") is made and entered into as of this ___ day of ___, 2025 (the "Effective Date"), by and between City of Laguna Beach, ("Owner"), and Staten Solar Corporation, a California corporation ("Contractor"). Each of Owner and Contractor is sometimes referred to as a "Party" and collectively as the "Parties”.

RECITALS
A. Owner is developing two separate solar facilities: (i) Fire Station 2 – 24.20 kW-DC PV; and (ii) Fire Station 3 – 10.45 kW-DC PV (together, the “Committed Sites”), as further described and depicted on Exhibit B to be located on certain real property and premises (the "Site" or “Sites”) owned by Owner. Any other facility described in the Master Agreement is an Optional Site and becomes a Site only upon the Owner’s written Notice to Proceed (NTP). Owner is aware of, and will aid the Contractor's efforts to comply with, the material obligations of Contractor that are related to diligence procedures, engineering services, procurement requirements, and construction work for the solar system.

B. Contractor is in the business of engineering, designing, constructing, and installing solar photovoltaic, energy storage, and electric vehicle charging facilities, with California Registrars of Contractor Licenses 984910.

C. Owner desires to retain Contractor, and Contractor desires to be retained, to perform or cause to be performed all work to engineer, design, construct, and install the Project and all the necessary ancillary systems at the Site in accordance with the requirements of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound do hereby agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF CONSTRUCTION
A. Rules of Construction and Interpretation. The definition of any term herein shall apply equally to the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding, masculine, feminine, and neuter forms. The words "include," "includes", and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is inclusive (and is synonymous with "and/or") unless it is preceded in a sentence by the word "either", in which case the word "or" is exclusive. The word "will" shall be construed to have the same meaning and effect as the word "shall." Any reference in this Agreement to a "day" shall be to a calendar day, unless a Business Day is specified, and where a period of time is specified to run from or after, or before or prior to, a given hour or day or the hour or day of an act or event, such period is to be calculated exclusive of such day; and where a period of time is specified as commencing on a given hour or day or the hour or day of an act or event, it is to be calculated inclusive of such day. Unless the context requires otherwise:
a. any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as in effect on the Effective Date;
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b. any reference to this Agreement shall refer to this Agreement in its entirety, including all exhibits hereto, all Change Orders hereto as well as any executed amendments to this Agreement;
c. any reference herein to any Person shall be construed to include such person's permitted successors and assigns and, in the case of Governmental Authorities, persons succeeding to such Governmental Authorities' respective functions and capacities; d. the words "herein," "hereof" and "hereunder," and words of similar import, shall, with respect to this Agreement, be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement;
e. all references herein to Articles and Sections in this Agreement shall be construed to refer to Articles and Sections of, this Agreement, unless the context otherwise requires; f. any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time; g. "approved", "suitable", "acceptable", "proper", "satisfactory", or other such words, except as otherwise specified, shall mean satisfactory in the good faith judgment of such Party. The Parties explicitly recognize that, where such terms are used in reference to Owner in this Agreement, Owner's judgments for apparent compliance of the Work with this Agreement are administrative in nature only and do not relieve Contractor of its obligations under this Agreement or impose any such obligations on Owner. Contractor acknowledges, agrees and understands all reviews, approvals, consents and determinations required of Owner are always furnished for the purpose of evaluating whether in Owner's reasonable opinion, and not as an expert in design or engineering (even when there is a licensed Person employed by Owner), whether the information or documents appear to execute upon Contractor's general Scope of Work and in no way are to serve as a substitute for, reduction of, or waiver of Contractor's and its Subcontractors' (including their engineers' and other designers') obligations to perform the Work in accordance with the Scope of Work and requirements of this Agreement; and,
h. in the event of any conflict between the body of this Agreement, Notice to Proceed, Change Orders, amendments or exhibits, hereto or thereto, the following order of interpretation shall prevail: (a) as to the specific context and items modified therein a duly authorized and executed Change Order or other amendment with regard to the subject matter of such Change Order or amendment, (b) any Notice to Proceed, (c) the body of this Agreement, (d) the Scope of Work, and (e) the other exhibits to this Agreement. Later executed Change Orders, amendments and Notices to Proceed shall take precedence over earlier executed documents.

B. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in this Article 1.
"Affiliate" means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least 50% of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least 50% of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. 18 18 of 843
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"Authority Having Jurisdiction" or "AHJ" is each governing body, organization, office, division, or individual responsible for enforcing the requirements of a code or standard, or for approving equipment, materials, an installation method, procedure, or performance means and methods arising from or related to the Project. "Business Day" means any Day that is not a Saturday, Sunday, or recognized bank holiday in the jurisdiction of the Site.
"CBP" means the U.S. Customs and Border Protection.
"Certified Payroll Report" is a report that meets the payroll requirements imposed by the Davis-Bacon Act of 1931.
“Change Order” has the meaning set forth in Section 6.1.1. “Chronic Failure” has the meaning set forth in Section 12.1.2. "Commencement Date" is specified in Exhibit F.
“Committed Sites” means Fire Station 2 and Fire Station 3. "Contractor Equipment" means all equipment, tools, machinery, temporary buildings, and other property to be utilized by Contractor (or any Subcontractor) in the performance of the Work but that are not incorporated into a Project.
"Confidential Information" has the meaning set forth in Section 13.13.1. "Contract Price" has the meaning set forth in Section 3.1. “Contractor Event of Default” has the meaning set forth in Section 9.1. "Contractor Lien" has the meaning set forth in Section 5.1.2. "Contractor Representative" means the individual so appointed by Contractor pursuant to Section 13.6. "Correction Period" has the meaning set forth in Section 12.1.3. "Day" means a calendar day.
"Energy" means the electrical energy, measured in kWh, that is produced by the Project. "Engineer" means the individual engineer or the engineering firm appointed by Owner, in Owner's sole discretion, to act as the independent engineer with respect to the Project. The Engineer shall have experience in the design and operation of projects similar to the Project and may be Owner's own contractor or employee engineer.
"Environmental Attributes" means any and all current or future credits, benefits, emissions reductions, environmental air quality credits, emissions reduction credits, renewable energy credits, offsets and allowances, attributable to the Project, or otherwise attributable to the generation, purchase, sale or use of Energy from or by the Project, howsoever entitled or named, resulting from the avoidance, reduction, displacement or offset of the emission of any gas, chemical or other substance, including any of the same arising out of legislation or regulation concerned with oxides of nitrogen, sulfur or carbon, with particulate matter, soot or mercury, or any state or federal entity given jurisdiction over a program involving transferability of any of the foregoing, or any voluntary or other agency certifying a similar credit and any rights of a purchaser of renewable energy to report ownership of 19 19 of 843
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accumulated "green tags" in compliance with Law and include rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program (including, if applicable, pursuant to the applicable generation attribute tracking system). "Event of Default" has the meaning set forth in Section 9.1. "Expected Capacity" means the target estimated capacity for the Project PV system size in rated MWp DC or kWp DC as reflected in Exhibit A.
"Final Completion" has the meaning set forth in Exhibit D. "Final Completion Date" has the meaning set forth in Section 2.2.4(f). "First Year Guaranteed Output" has the meaning set forth in Exhibit B. "Force Majeure Event" has the meaning set forth in Section 10.1.1. "Forced Labor" means work or service which is exacted from any person under the menace of any penalty and for which that Person has not offered themselves voluntarily. "Governmental Authority" means any federal, state, local or foreign government in any jurisdiction having authority over Owner, Contractor, the Project, or the Site, or any ministry, department, court, commission, board, agency, utility, institution, or similar entity acting under authority granted by any such government or governments. "Governmental Authorization" means any Permit, license, consent, decree, waiver, privilege, approval, authorization, exemption from, filing with or notice to any Governmental Authority. "Guaranteed Dates" are the Guaranteed Mechanical Completion Date, Guaranteed Placed in Service Date, and Guaranteed Final Completion Date.
"Guaranteed Final Completion Date" is the date set forth in Exhibit F, as may be adjusted in accordance with this Agreement.
"Guaranteed Mechanical Completion Date" is the date set forth in Exhibit F, as may be adjusted in accordance with this Agreement.
"Guaranteed Placed in Service Date" is the date set forth in Exhibit F, as may be adjusted in accordance with this Agreement.
"Hazardous Materials" means any substance or material regulated or governed by any applicable Governmental Authority under Laws pertaining to the protection of the environment, natural resources or human health, or any substance, emission, or material now or hereafter deemed by any AHJ to be a "hazardous substance," "toxic substance," "pesticide," "hazardous waste," "regulated substance," "pollutant," "contaminant," or any similar classification, including but not limited to by reason of deleterious properties, ignitability, corrosivity, reactivity, carcinogenicity, or reproductive toxicity.
"Human Rights" has the meaning assigned in the Responsible Supplier Policy, attached hereto as Exhibit Z. "Human Trafficking" means the recruitment, transportation, transfer, harboring or receipt of Persons, by means of the threat or use of force or other forms of coercion, abduction, fraud, deception, abuse of power, position of vulnerability or giving or receipt of payments or benefits to achieve the consent of a Person having control over another Person, for the purpose of exploitation.
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"Installed Capacity" means the aggregate nameplate solar capacity of the installed Project (at the time of measurement of "Installed Capacity"), expressed in MW DC or kW DC (peak) and nominally equal to the sum of the solar panels nameplate rating in MW-DC or kW-DC that are physically and properly connected in the Project's arrays. "Interconnection Agreement" means an agreement between the utility company and the Owner to supply power to the grid, conduct net-metering of power used and supplied, and supply power to the on-site facility. "Interim Completion" has the meaning set forth in Exhibit D. "Law" means any applicable law, statute, regulation, rule, ordinance, decision, writ, order, decree, judgment, injunctions, codes, acts, treaties, or ordinances, or any interpretation thereof, promulgated or issued by any Governmental Authority.
"Lien" means any lien, security, interest, mortgage, hypothecation, encumbrance or other restriction on title or property interest.
“LNTP” means Limited Notice to Proceed as defined Exhibit D. "Liquidated Damages" has the meaning set forth in Section 2.10. "Manufacturer Warranties" has the meaning set forth in Section 12.2. "Materials" means all racking, inverters, transformers, wiring, conduit, equipment, machinery, apparatus, materials, articles, components, raw materials, supplies, parts, systems, structures and any other equipment or items comprising or otherwise necessary or appropriate to be incorporated or integrated into the Project, based on the design, engineering, construction, development, operation and maintenance of the Project, other than Owner Furnished Equipment.
"Mechanical Completion" has the meaning set forth in Exhibit D. "Mobilization Date" is the date Contractor commences construction on the Solar Project, as indicated in Exhibit F.
"Modern Slavery" means slavery and slavery-like behaviors including, without limitation, debt bondage, forced marriage, servitude and slave trading.
"Notice to Proceed" has the meaning set forth in Exhibit D. "Operations and Maintenance Manual" or "O&M Manual" means a manual for the operation and maintenance of the Solar Project which shall include (a) final "as-built" drawings for the Solar Project; (b) all instruction manuals and special directions provided by equipment manufacturers or vendors; and (c) all other information and data necessary and appropriate for the startup, operation, maintenance and repair of the Solar Project. The O&M Manual shall be consistent with Prudent Industry Practices. "Optional Sites” means any additional locations as listed in the Master Agreement that become subject to this Agreement only upon the Owner’s written Notice to Proceed. "Owner Caused Delay" means any delay, hindrance or interference in Contractor's performance of the Work caused solely by Owner or any Party over whom Owner has control Owner Caused Delay includes any delay resulting solely from Owner's late delivery of OFE, except to the extent such late delivery is caused by a Force Majeure Event.
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"Owner Furnished Equipment" or "OFE" means the equipment listed in Exhibit P, which is to be (a) furnished by Owner, and (b) incorporated into the Project and installed by Contractor. "Owner Representative" means the individual so appointed by Owner pursuant to Section 13.6. "Payment Schedule" means that schedule of milestone payments attached hereto as Exhibit C. "Permit" means (a) any approval, consent, waiver, exemption, variance, determination, franchise, permit, authorization, right, registration, filing, submission, tariff, rate, certification or license of, with or from a Governmental Authority, (b) any required notice to, any declaration of, or with, or any registration by any Governmental Authorization that is necessary in order to perform the Work or achieve Placed in Service, and Final Completion of the Project, and (c) any Governmental Authorization related to the Project at the Site for which contractors typically are responsible, and any completion certificate required by Law certifying that the Project has been designed, engineered, built, installed, connected, tested, inspected and commissioned in accordance with Laws and Governmental Authorizations.
"Person" means any individual, sole proprietorship, corporation, and limited liability company, limited or general partnership, joint venture, association, joint - stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, Governmental Authority or other entity. "Placed in Service" has the meaning set forth in Exhibit D. "Placed in Service Date" means, with respect to the Solar Project, the date on which the last iteration of the Placed in Service Certificate for the Solar Project was submitted by Contractor to Owner and the Engineer. "Produced Meterable Quantities of Electricity" means the system has been operating as expected for a 24- hour period with a minimum irradiance of 500W/m2for at least two hours. “Project” means the Solar Project.
"Project Manager" means the individual so appointed by Contractor pursuant to Section 2.11. "Project Schedule" means the Project Schedule for the Solar Project set forth in Exhibit F and as updated pursuant to Section 2.3.
"Prudent Industry Practices" means those practices, methods, and standards in effect in the solar power construction industry at the time of performance of the Work that are commonly used in prudent engineering and construction to design and construct equipment of similar size and type as the Project, which practices, methods, techniques and standards, in the exercise of responsible professional judgment in light of the facts known at the time a decision is made, could reasonably have been expected to accomplish the desired result consistent with good business practices, cost, reliability and safety, and to perform the Work in accordance with applicable Law and other requirements applicable to the Project relating to occupational safety and health or environmental protection.

Prudent Industry Practice is not intended to mean the optimum practice, method, technique or standard but rather refers to a range of commonly used and reasonable practices, methods, techniques and standards. "Punchlist Item" means any item of uncompleted Work that (considered individually or in the aggregate) does not or will not adversely affect the performance of the Project (or any portion thereof) or the ability of Owner to operate the Project (or any portion thereof) in the ordinary course of business in accordance with Prudent Industry Practices.
"Punchlist" has the meaning set forth in Section 2.2.4(e). "PV" means photovoltaic.
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"Renewable Energy Incentives" means: (a) all federal, state, or local tax credits or other tax benefits associated with the construction, ownership, or production of electricity from the Project (including but not limited to credits under Section 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local governmental or utility grants, subsidies or other benefits relating in any way to the Project or the output therefrom, including but not limited to the federal cash grant in lieu of the investment tax credit under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, or any successor or substitute legislation amending or extending such cash grant; and (c) any other form of governmental or quasi-governmental or utility incentive that is not an Environmental Attribute that is available with respect to the Project. "Scope of Work" means all of those obligations of Contractor set forth in Exhibit A and Article 2. "Second Year Guaranteed Output" is defined in Exhibit B. "Site Incident Report" means a written document describing material damage, injury, structural damage, or equipment damage. The report should include date, time, all Person(s) involved in the incident, what can be done to prevent it in the future, a dollar estimate of damage incurred, an estimate of time required to fix the damage, and an on-site supervisor's name and signature.
"Site Map" has the meaning set forth in Section 2.1.3.
“Solar Project” has the meaning set forth in Exhibit A. "Site Obstruction Analysis" has the meaning set forth in Section 2.1.2. "Startup and Commissioning Completion Date" means the point at which the system has been mechanically and electrically completed, has been switched on, is capable of supplying power to both the grid and the on-site loads/facility, and when all of the requirements for Placed in Service have been met and approved by Owner.
"Subcontractors" has the meaning set forth in Section 5.1.4. "SWPPs" are Safe Work Practices & Procedures provided to Contractor by Owner. "System Testing" means the testing set forth in Exhibit E. "Tax" means any tax, levy, imposition, rates, impost, duty, fee, assessment, deduction, charge or withholding imposed by any Government Authority, including but not limited to income, capital, withholding, sales, use, transfer, customs, net worth, registration, franchise, payroll, employment, property, local improvement, occupation, duties, levies, imposts, rates, fees, assessments, dues and charges, as well as any interest, penalty or assessment payable or imposed with respect to any of the foregoing, but exclusive of any penalty, fine or payment for violating any Law.
"Transmission System" means the applicable regional transmission system, distribution, or building electrical to which the Project is to be interconnected. "UFLPA" means the Uyghur Forced Labor Prevention Act and any law, regulation, order, ruling or administrative interpretation that would affect the implementation or administration of the Uyghur Forced Labor Prevention Act whether by the CBP or the Forced Labor Enforcement Task Force, or any other Government Authority "Work" has the meaning set forth in Section 2.1.
"Work Warranty" has the meaning set forth in Section 12.1.1(d). 23 23 of 843
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"Work Warranty Period" has the meaning set forth in Section 12.1.2. "WRO" means a Withhold Release Order issued by the CBP.

ARTICLE 2

SCOPE OF WORK

2.1 Work and Materials. Owner hereby retains Contractor to perform all work and services for the design, engineering, procurement, construction, installation, interconnection, testing, start-up and commissioning of the Project at the Site, diligently and in a good and workmanlike manner and in accordance with the Scope of Work, and to provide all Materials, machinery, tools, transportation, administration, personnel, labor and other services, and other items required to complete and deliver to Owner the fully integrated, interconnected, installed, tested, and operational Project at each Committed Site and, if elected by the Owner, any Optional Site for which a Notice to Proceed is issued, all on a fixed-price, turnkey basis, and otherwise in accordance with this Agreement, the requirements of the manufacturers of all Materials and Owner Furnished Equipment, Laws and applicable standards (including but not limited to those set forth in Section 2.2.5) (collectively, including the provision of the Materials, the "Work"). Materials consisting of modules, inverters, DAS and racking shall be sourced from the providers listed in Exhibit O. For the avoidance of confusion, it shall be Owner's sole responsibility, at Owner's sole cost, to furnish OFE, and it shall be Contractor's sole responsibility, at Contractor's sole cost, to incorporate the OFE into the Project and to install such OFE.

2.1.1 Site Review. Contractor has conducted a diligence review of the Site for any and all rooftop, above surface and has used reasonable commercial efforts to familiarize itself with the Site, the general and local labor conditions, and other matters that might reasonably be expected to affect the execution of the Work in connection with the Project; provided that Contractor’s Site review does not include information that is obtained solely through preparation of the detailed engineering design for the Project by a professional third party, including sub-surface conditions, roof load bearing capacity and the Utility’s network map and policies. Contractor will familiarize itself with the detailed engineering design and any matters raised in connection therewith as they become available.

Contractor shall not be entitled to adjustments to the Project Schedule or Contract Price based on Site conditions of which Contractor was aware or should reasonably have been aware pursuant to the diligence review described in this Section 2.1.1.

2.1.2 Site Obstruction Analysis. Contractor shall perform a thorough Site Analysis and identify any obstructions, whether above ground or below, part of the existing structures involved in the Work, and all areas that can potentially affect the Work and completion of the Project, during the detailed engineering phase. Obstructions include, but are not limited to, trees, light poles, underground obstacles, concrete foundations, vents, and layers of roofing.

2.1.3 Design and Engineering. Contractor shall provide, for Owner's review, all design and engineering documents necessary to complete the Project. All architects, engineers, and other professionals selected by Contractor shall be duly qualified to perform the services for which such professionals are hired in accordance with the applicable Law of the Site. Contractor shall at its own expense provide design and engineering services with respect to the Project in a manner that shall be:
(a) Consistent with the actual conditions existing at the Site; (b) Consistent with the requirements set forth in the Scope of Work; (c) Consistent with the requirements of the interconnection requirements of the applicable utility; (d) Sufficient, complete, and detailed in all respects necessary to enable the Project to satisfy the requirements of Placed in Service by the Guaranteed Placed in Service Date, to pass all System Testing as set forth in Exhibit E; to 24 24 of 843
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satisfy the requirements of Final Completion by the Guaranteed Final Completion Date, and to satisfy the requirements of all applicable Governmental Authorizations; (e) In conformance with applicable Law and Prudent Industry Practices; and (f) Sufficient, complete, and detailed in all respects necessary to satisfy all requirements of the local utility.

2.1.4 Document Requirements. The design and engineering documents submitted by Contractor to Owner must:
(a) Include a complete plan set that includes both structural and electrical engineering stamps provided by a professional structural engineer and a professional electrical engineer. The stamps must be up to date as of the Permit issuance;
(b) Include a Site Map that clearly shows the array locations, building locations, parking lots, adjacent streets, and other significant landmarks; and
(c) Not include any easement encumbrances. But, in the event the system must cross or encumber or encroach on an existing easement, Contractor will provide to Owner written consent from the easement grantee allowing the encumbrance.

2.1.5 Meeting Requirements. In addition to attending and participating in the meetings referenced throughout this Agreement, Contractor will also attend and participate in the following meetings:
(a) A Project kickoff meeting with Owner and Owner's representatives before commencement of the Work. (b) A weekly progress and schedule review meeting with Owner to review and discuss (i) the current status of the Work, (ii) progress on achieving Project milestones, (iii) material deliveries, (iv) drawings and submittals, (v) changes in the Work, (vi) as-built drawings, and (vii) problems or areas of concern. Meetings may be conducted inperson or virtually. During the progress and schedule review meeting, Contractor will provide a list of material shortages and late deliveries that could negatively affect the Project Schedule.

2.1.6 Geotechnical Investigations. Pricing assumes concrete piers; embedded 10’ below grade and 30” in diameter. The Contractor shall be responsible for conducting a geotechnical investigation to assess the subsurface conditions at the project site. If, during the geotechnical investigation or subsequent construction activities, the Engineer (or a duly qualified geotechnical professional) encounters unusual geotechnical conditions like soil conditions, presence of unforeseen obstacles, or exceeding acceptable bearing capacity, etc. that are not reasonably anticipated by the contract documents and could materially impact the foundation design, the Engineer shall promptly notify the Owner in writing. Upon such notification, the parties shall negotiate in good faith a change in order to address the unusual conditions and cost increase. If the parties are unable to agree upon the cost increase, then either party shall have the right to terminate. This change order may include, but is not limited to, adjustments to the foundation design, additional geotechnical investigation, and a revised schedule and budget.

2.2 Contractor Obligations. Without limiting the other provisions of this Agreement and Exhibit A, Contractor shall perform the following as part of the Work:

2.2.1 General. Contractor shall perform and execute the provisions of this Agreement as an independent contractor and not as an agent or employee of Owner. Contractor shall be responsible for overall Project installation, safety, and management of the Work. Contractor shall, at its sole cost and expense, procure, deliver, handle, and appropriately store (including but not limited to providing security for the same) all Materials, Owner Furnished Equipment, and other equipment used in the Work, and all other property owned or leased by Contractor or any of its Subcontractors and used in the Work, each in accordance with manufacturers' recommendations. Upon the reasonable request from Owner, Contractor shall facilitate the activities of and reasonably cooperate with Owner in Owner's efforts to meet the information, notice, communication, meeting, and coordination requirements of any 25 25 of 843
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agreement entered or to be entered into by Owner with third parties in connection with the Project, including but not limited to the Interconnection Agreements.

2.2.2 Permits. All Permits and any Governmental Authorizations required to be in Contractor's name that Contractor needs in connection with the Work, any local construction Governmental Authorizations related to the Work at the applicable Site for which contractors typically are responsible, and any completion certificates required by applicable Law certifying that the Project has been built in accordance with applicable Governmental Authorizations are included in the Contract Price, and shall be invoiced to Owner at the appropriate Milestone in accordance with Section 3.2.2. The fees required to be given or paid to any Governmental Authority or other governing body to obtain such Permits shall be the sole responsibility of Contractor. Contractor shall notify Owner at least three Business Days in advance of applying to procure any Permits. Contractor shall provide a copy of all Permits and Contractor Permitted & Approved drawings to Owner promptly upon receipt from any Governmental Authority. Contractor will resubmit to Governmental Authority or Utility when given comments or redlines within 15 Business Days after receipt thereof.

2.2.3 Inspections; Observations; Utility Connection.
(a) Contractor shall conduct and supervise all building, electrical, civil, environmental, roof, structural, and utility inspections as required by this Agreement and Law and promptly provide to Owner all Governmental Authorizations received in conjunction therewith.
(b) Contractor shall design, engineer, procure, construct, install and test the Work and all components thereof, including but not limited to all interconnection facilities that are required to interconnect the Project to the Transmission System in accordance with Law, the interconnection requirements and the specifications of the local utility, and as otherwise required pursuant to this Agreement. (c) Contractor is responsible for conducting and supervising all electrical inspections required for the Project as part of the Work. If for any reason the Project does not receive a satisfactory inspection certificate, Contractor shall repair or correct any defect or deficiency that caused such failed inspection at Contractor's cost. Upon completion of such repairs or correction, Contractor shall cause such electrical inspection to be re-performed in accordance with this Section 2.2.3(c).
(d) Contractor will promptly provide AHJs, Owner, and Owner's representatives access to the Project Site to conduct observations of the Work. Contractor's obligations under this Section 2.2.3(d) apply to all observations, regardless of whether Owner provides advance notice of the observation to Contractor.

2.2.4 Certification of Completion.
(a) Notice to Proceed. On or before the Business Day that is ten Business Days after the Day on which Contractor believes that Notice to Proceed has been completed (other than delivery of the Notice to Proceed checklist), Contractor shall submit to Owner the Notice to Proceed checklist in the form of Exhibit H and any proposed updates to the Project Schedule. Contractor will receive one Business Day of schedule relief per Business Day of delay caused by Owner's diligence review. In the event a fatal flaw is found during the diligence review, Owner may withhold the issuance of Notice to Proceed until the fatal flaw is rectified. If Contractor has fulfilled its material obligations under Exhibit D, "Notice to Proceed," then Owner and Contractor can discuss a Change Order to amend the Project Schedule.
(b) Interim Completion. On or before the Business Day that is ten Business Days after the Day on which Contractor believes that Interim Completion has been completed (other than delivery of the Interim Completion checklist), Contractor shall submit to Owner the Interim Completion checklist in the form of Exhibit I. Owner shall either (i) countersign and deliver to Contractor the Interim Completion Certificate to indicate its agreement that Interim Completion has been achieved, or (ii) if reasonable cause exists for doing so, notify Contractor of its belief that Interim Completion has not been achieved, and advising of the actions it believes are required to achieve Interim 26 26 of 843
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Completion. The date of achievement of Interim Completion (the "Interim Completion Date") shall be the date on which the last iteration of the Interim Completion Certificate was submitted by Contractor to Owner. (c) Mechanical Completion. On or before the Business Day that is three Business Days after the Day on which Contractor believes that Mechanical Completion has been completed (other than delivery of the Mechanical Completion checklist), Contractor shall submit to Owner the Mechanical Completion checklist in the form of Exhibit J. Owner shall have up to 15 Business Days from receipt of the Mechanical Completion checklist to verify that Mechanical Completion has occurred (the "Review Period"). The Review Period shall be terminated upon the date that Owner notifies Contractor that the Mechanical Completion checklist is satisfactory. During the Review Period, Contractor shall not take further action to achieve Placed in Service or Final Completion but shall be compensated for its reasonable third-party costs and expenses for a Review Period exceeding 15 Business Days. In the event Contractor achieves Mechanical Completion prior to the contract date and has not informed Owner at least five Business Days prior to achieving Mechanical Completion, Owner can choose to delay the Review Period until the contractually specified Mechanical Completion date in Exhibit F. Contractor may not proceed with any work past Mechanical Completion (including energizing the Project) until receiving written consent from Owner. (d) Placed in Service. On or before the Business Day that is three Business Days after the Day on which Contractor believes that Placed in Service has been completed, Contractor shall submit to Owner and the Engineer a Placed in Service Certificate, in the form of Exhibit K, along with two copies of the O&M Manual and all other documentation reasonably necessary for Owner and Engineer to determine if Placed in Service has been achieved.

Owner shall review such certificate and documentation with Contractor and the Engineer for the purpose of determining if Placed in Service has been achieved and either (i) countersign and deliver to Contractor the Placed in Service Certificate to indicate its agreement that Placed in Service has been achieved, or (ii) if reasonable cause exists for doing so, notify Contractor of its belief that Placed in Service has not been achieved, including but not limited to Owner's or the Engineer's reasons for believing the same and advising of the actions it believes are required to achieve Placed in Service.
(e) Punchlist. In addition to the submission requirements in Sections 2.2.4(a) through 2.2.4(d), Contractor shall notify Owner and Engineer when Contractor believes the Work satisfies the requirements to achieve the Mechanical Completion, Placed in Service, and Final Completion milestones, respectively. Contractor will make reasonable efforts to schedule a Punchlist inspection in connection with the Mechanical Completion, Placed in Service, or Final Completion milestones, as applicable, no later than five Business Days after providing the notice.

Owner Representative, Engineer, and an authorized representative of Contractor shall jointly inspect the Project, and the Parties shall jointly prepare a list of Punchlist Items as a result of such inspection (the "Punchlist").

Contractor shall complete all Punchlist Items in accordance with the requirements of this Agreement no later than the date specified for each such Punchlist Item in the Punchlist. (f) Final Completion. When Contractor believes that Final Completion has been achieved, Contractor shall submit to Owner and Engineer a Final Completion Certificate in the form of Exhibit L along with all documentation reasonably necessary for Owner and Engineer to determine if Final Completion has been achieved. Owner shall either (i) countersign and deliver to Contractor the Final Completion Certificate to indicate its agreement that Final Completion has been achieved, or (ii) if reasonable cause exists for doing so, notify Contractor of its belief that Final Completion has not been achieved, including but not limited to Owner's or the Engineer's reasons for believing the same and advising of the actions it believes are required to achieve Final Completion. The date of achievement of Final Completion (the "Final Completion Date") shall be the date on which the last iteration of the Final Completion Certificate was submitted by Contractor to Owner and Engineer. (g) Registration of Environmental Attributes. The Contractor shall support the registration process for all Renewable Energy Certificates (RECs) generated by the project, as required. The Owner shall be responsible for all applicable documents and registration fees. These fees and documentation requirements comply with the Western Renewable Energy Generation Information System (WREGIS) required document list and fee matrix. 27 27 of 843
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2.2.5 Standard of Performance. Contractor shall cause the Work (including but not limited to the design, engineering, construction, and testing of the Project) to be performed: (a) in compliance with all Laws and Permits (including but not limited to (i) any applicable noise and dust control ordinances during the construction of the Project, and (ii) any applicable lighting ordinance during the construction of the Project); (b) in accordance with Prudent Industry Practices and the terms and conditions of this Agreement; (c) in a safe, expeditious, good, and workmanlike manner; (d) in accordance with the Utility Tariff and Rules; (e) in compliance with the applicable requirements of the Interconnection Agreements; (f) in compliance with the safety regulations and standards adopted under the Occupational Safety and Health Act of 1970, as amended from time to time; (g) in compliance with the applicable requirements of the Renewable Energy Incentives; (h) in compliance with applicable stormwater pollution prevention statutes or regulations and the Construction Site Best Management Practices Field Manual, and (i) in compliance with any leases, easements, or license agreements applicable to the Site. Contractor is wholly responsible for costs incurred due to OSHA Occupational Heat Exposure prevention and treatment requirements, provisions, or criteria therein. Any delays due to OSHA requirements are the responsibility of the contractor and will be remedied at Contractor's full expense.

2.2.6 No Deemed Acceptance. Contractor acknowledges and agrees that any inspection, testing, or witnessing of any of the Work or tests by Owner, or omission or failure on the part of Owner to inspect any of the Work, shall not be construed as an approval or acceptance of such Work, or as relieving Contractor of its responsibilities pursuant to this Agreement or Law.

2.2.7 Disclosure. Contractor will disclose any information that could affect the cost of the Project or Owner's or Contractor's ability to deliver a fully integrated, AHJ approved, interconnected, and completed system free of any legal, physical, or other encumbrances. Contractor will disclose any information that could require a redesign or layout change from the plans delivered to, reviewed, or approved by Owner. Contractor will provide to Owner all contracts, written obligations, or agreements pertaining to sales, design, engineering, or material procurement that were entered into, made, executed, or agreed upon prior to Notice to Proceed and will continue to do so once Notice to Proceed has been issued.

2.2.8 Responsibility. Contractor will be responsible to Owner for acts and omissions of Contractor's employees, consultants, architects, engineers, subcontractors, and their agents and employees, and other persons or entities performing portions of the Work.

2.3 Scheduling and Milestones.

2.3.1 Guaranteed Dates. Contractor shall administer and provide the Work and Materials in accordance with the Project Schedule set forth on Exhibit F. Contractor shall achieve (i) Mechanical Completion on or before the Guaranteed Mechanical Completion Date, (ii) Placed in Service on or before the Guaranteed Placed in Service Date, and (iii) Final Completion on or before the Guaranteed Final Completion Date. If the Review Period exceeds 15 Business Days, the Guaranteed Placed in Service Date and Guaranteed Final Completion Date shall be extended one Day for each Day the Review Period exceeds 15 Business Days. Prior to the issuance of Notice to Proceed, Contractor, may request a Change Order, in compliance with Section 6.1.1, to the Project Schedule, including modification of the Guaranteed Dates; such approval shall not be unreasonably withheld, conditioned or delayed. The Guaranteed Dates with respect to the Solar Project will be extended on a day for day basis by (i) a Force Majeure Event affecting the Project, (2) any delays due solely to Third Parties (including without limitation the Utility) affecting the Project, and (3) any delays due solely to the actions of Owner affecting the Project.

2.3.2 Project Schedule Updates. While the Work is being performed, Contractor will submit to Owner weekly progress schedules and reports for the Work (each a "Progress Schedule"), correlated with the Project Schedule, in digital and hard-copy formats as requested or appropriate. The Project Schedule must include all of the information required of weekly progress reports under Exhibit S to this Agreement. The Project Schedule and any Progress Schedule, and any adjustments to either, must incorporate and correspond with agreed-upon milestones and provide for the expeditious and practicable execution of the Work by the Guaranteed Dates. A Progress Schedule may not alter the Guaranteed Dates or other milestones established in the Project Schedule until and unless the 28 28 of 843
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Project Schedule is amended by a Change Order. Any modifications to the Guaranteed Placed in Service Date must allow for the same or fewer number of days between Notice to Proceed and Guaranteed Placed in Service from the dates specified in Exhibit F.

2.3.3 [Reserved.]

2.3.4 Sufficiency of Project Schedule. Contractor, in accordance with Prudent Industry Practices, has determined that all timelines included in Project Schedule are adequate for complete performance of the Work, and include all meetings, inspections, testing, and other activities required or to be performed by AHJs, Owner, and Owner's partners, lenders, or representatives. Notwithstanding the foregoing, Owner’s sole remedy for Contractor’s failure to achieve the Project Schedules shall be the payment of liquidated damages set forth in Section 2.10 and its rights set forth under Section 9.2 in the event of a Contractor Event of Default under Section 9.1.9.

2.3.5 Notice of Delay. If Contractor's Work is delayed for any reason (other than the Review Period), Contractor shall (a) immediately (and in no event more than two Business Days after occurrence of the event causing delay) notify Owner in writing of the nature, cause, date of commencement thereof, and the anticipated extent of any delay or interruption; (b) immediately exercise all reasonable efforts to minimize the delay; and (c) immediately notify Owner of the cessation or termination of such delay.

2.4 Risk of Loss. Prior to the date of Placed in Service Date, notwithstanding passage of title as provided in Section 5.1.5, Contractor shall bear the risk of loss and damage and shall be obligated to repair, replace, or reconstruct any portion of the Work, Owner Furnished Equipment or Materials comprising the Project that is lost, damaged, or destroyed by Contractor or its Subcontractors prior to Final Completion or in the performance of the Punchlist.

2.5 Clean-Up. Contractor shall at all times keep the Site and the Work in a safe and orderly state, as appropriate in accordance with Prudent Industry Practices, to avoid danger to Persons on the Site and in the immediate vicinity of the Site, and take such measures as are reasonable in accordance with Prudent Industry Practices to prevent access to the Site of any persons or creatures not entitled to be there. Contractor shall at all times keep the Site reasonably free from waste materials or rubbish caused by its activities.

2.6 Hazardous Materials.

2.6.1 Contractor Responsibilities. Neither Contractor nor its Subcontractors shall bring, use, generate or release any Hazardous Materials on the Site, other than Hazardous Materials to be used by Contractor or any of its Subcontractors on the Site in a manner that both (a) does not violate or contribute to a violation of, or whether individually or on an aggregate basis require reporting or disclosure to any Governmental Authority, Owner or third party under, any Laws, and (b) is consistent with Prudent Industry Practices and is required for Contractor to perform the Work. Contractor shall bear all responsibility and liability for Hazardous Materials brought, used, generated or released on the Site by Contractor or its Subcontractors, whether or not such materials are permitted on the Site pursuant to this Section 2.6. Contractor shall be solely responsible for the proper and lawful disposal of all such Hazardous Materials. Contractor shall not be responsible for any pre-existing Hazardous Materials encountered at the Site; provided, however, that Contractor shall be responsible for (a) any negligent mishandling or negligent disturbance of any pre-existing Hazardous Materials encountered at the Site, and (b) any failure to handle preexisting Hazardous Material in accordance with this Section 2.6.1. If such pre-existing Hazardous Materials are encountered at the Site by Contractor, Contractor shall immediately, upon recognizing such condition, (y) stop the Work in the affected area of the Site, and (z) report such condition to Owner in writing.

2.6.2 Records. Contractor shall minimize the use of Hazardous Materials in performance of the Work. Neither Contractor nor its Subcontractors shall use any Hazardous Materials, whether in their entirety or in such quantities or concentrations, as are prohibited under the Law from being imported into or used in the United States. Contractor shall maintain an updated inventory of, as well as a file of all material safety data sheets relating to, all Hazardous Materials used in connection with performance of the Work at or near the Site or at any construction area related 29 29 of 843
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to the Project and shall deliver an update of such file to Owner no less than monthly. Such inventory shall identify quantities and concentrations, location of storage, use and final disposition of such Hazardous Materials.

2.7 Safety.

2.7.1 Contractor Responsibilities. Contractor shall take all necessary precautions (in accordance with Prudent Industry Practices and applicable Laws) to prevent damage, injury or loss resulting from the performance of the Work to:
(a) The Owner and all other Persons who may come into contact with the Site or the Work; (b) any of the Materials, Owner Furnished Equipment and other equipment whether in storage on or off Site; (c) the Project; and,
(d) any other property on, under, over or adjacent to the Site, whether belonging to Owner or to any other Person, that are not designated for removal and disposal while performing the Work.

2.7.2 Safety Program. Contractor shall develop and enforce a safety program containing plans, procedures, and other details that satisfy all Prudent Industry Practices, Laws (including the Occupational Safety and Health Act of 1970 and all revisions thereto or successor legislation), detailed manufacturer and technical work instructions, SWPPs, and other requirements designed to prevent injury to Persons or damage to property on, about, or adjacent to the Site. Contractor shall exercise reasonable efforts to eliminate or abate all reasonably foreseeable safety hazards created by or otherwise resulting from performance of the Work. Contractor shall deliver OSHA compliant Site and Safety plan to Owner prior to Notice to Proceed.

2.7.3 Emergency Situations. In the event of any emergency endangering life or property of which Contractor is aware, Contractor shall immediately take such action as may be necessary to prevent, avoid, or mitigate injury, damage, or loss and shall promptly notify Owner Representative of any such emergency and the related actions taken by Contractor.

2.7.4 Site Incidents. In the event property is damaged or personnel are harmed during the construction process, Contractor will provide notice to Owner within 24 hours of the incident and will further provide Owner a Site Incident Report within 48 hours of the incident.

2.7.5 Safety Personnel. If the number of individuals on Site under the direct or indirect control of Contractor is less than 25 people, then Contractor shall designate a responsible, qualified full-time employee of Contractor to serve as the Safety Representative for the Project. If the number of individuals on Site under the direct or indirect control of Contractor equals or exceeds 25 people, then Contractor shall designate at least one responsible, Board of Certified Safety Professional ("BSCP") certified, full-time employee of Contractor to serve as the Safety Representative. Contractor will add additional Safety Representatives as needed to provide adequate support based on the Project scope's scale and complexity. Contractor shall provide Owner with each Safety Representative's qualifications before assigning them to the Project. The Safety Representative's duties include:
(a) the prevention of incidents and injuries;
(b) addressing unsafe and undesirable behavior during the course of the Project; (c) working with the Contractor's management to implement and ensure conformance with all safe work requirements;
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(d) conducting weekly field safety inspections of Contractor work area(s) on the Site to assure conformance with safe work requirements, and submitting inspection reports to Owner within three Business Days following the inspection;
(e) immediately (upon discovery or notification) reporting to Owner unsafe acts, behaviors, safety related events (near miss, property damage, injuries or illnesses, utility strike, environmental, motor vehicle), regulatory agency visits, media inquiries related to Contractor's Work or Contractor's management team; (f) assisting Contractor's management with the investigation and implementation of corrective measures for unsafe acts, behaviors, and safety related events (near miss, property damage, injuries or illnesses, utility strike, environmental, motor vehicle) associated with the Site; (g) submitting to Owner preliminary incident investigation findings within 24 hours following a safety related event;
(h) submitting to Owner final incident investigation findings and a summary of corrective measures within five Business Days following the safety related event;
(i) assisting Contractor's management with care and management of injuries and illnesses occurring within the Site, which includes staffing the Site with personnel trained and equipped to provide onsite non-emergency care to injured or ill individuals, establishing accounts and working relationships with non-emergency triage and occupational health care providers, identifying and establishing relationship with emergency service providers, implementing a return to work program, ensuring follow-up treatment and care as required; (j) providing Owner with monthly Site Safety Summary Reports by the fifth day of each month, which must include the names of Contractor personnel performing Work on Site, monthly at-risk hours worked by the Contractor's personnel, number of safety related events that occurred during the month (near miss, property damage, first aid injury, recordable injury, restricted duty injury, lost time injury, environmental, security, motor vehicle) and number of unsafe observations;
(k) assisting Contractor's management with establishing and managing a joint craft/management safety committee that promotes involvement in improving Site safety; and (l) assisting Contractor's management with furnishing supportive safety documentation, including safety related forms, checklist, inspection records, rosters, observations, audits, plans, tending data, training support material and meeting minutes upon request to Owner to verify Contractor conformance with the safe work requirements applicable to the Project.

2.7.6 Compliance with Safety Program. Contractor's obligation to enforce and comply with the safety precautions and programs developed or required under this Section 2.7 is a material term of this Agreement. If Contractor fails to comply with Section 2.7, Owner may deny Contractor's access to the Site or employ any of the remedies available to Owner under Article 9. Contractor will pay for any costs or expenses arising from or related to Contractor's failure to satisfy the requirements of this Section 2.7.

2.8 Books and Records. Contractor shall keep, and shall cause its Subcontractors to keep, such books, records, documents, correspondence and accounts as may be necessary for compliance with its obligations under this Agreement, or for its or Owner's obligations under applicable Law and Renewable Energy Incentives, and shall maintain such items for a minimum of three years after the Final Completion Date unless otherwise required by such applicable Law or Renewable Energy Incentives. Upon Owner's request, Contractor shall provide Owner copies of such of Contractor's records related to the Work and Contractor shall provide Owner, at Owner's cost, with any information regarding quantities and performance of the Work that Owner reasonably deems necessary. Contractor will keep on file, the safety plans signed by an on-site administrator or manager. 31 31 of 843
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2.9 Coordination and Right to Inspect. Prior to Final Completion, Contractor shall, at its sole cost and expense, correct any part of the Work or Materials that is defective or otherwise not performed in accordance with the specifications contained within this Agreement, regardless of the time or place of discovery of such errors and regardless of whether the Owner has previously accepted it through oversight or otherwise. In the event that any part of the Work or Materials is discovered to be in a defective condition or otherwise not in conformance with the specifications for such Work or Materials as contained within this Agreement after Final Completion of the Project, correction of such defective condition or other nonconformity shall be governed by the Work Warranty.

2.10 Liquidated Damages.

2.10.1 Placed in Service. If Contractor has not achieved Placed in Service by the Guaranteed Placed in Service Date, Contractor shall pay to Owner, as liquidated damages [$500.00 USD per Day], multiplied by the number of Days after the Guaranteed Placed in Service Date that Contractor has not achieved Placed in Service ("Liquidated Damages"). In no event shall the payment of Liquidated Damages excuse Contractor from performance of any of its other obligations hereunder, including but not limited to the obligation to achieve the Placed in Service milestone.

The aggregate amount of Liquidated Damages incurred under this Agreement may not exceed 5% of the Contract Price. If Contractor has not achieved Placed in Service within 90 days after the Placed in Service Date, Owner may exercise its Default Remedies in accordance with Section 9.1. Notwithstanding the foregoing, the Guaranteed Placed in Service Date shall be extended for (i) any Force Majeure Event, (ii) any delays due to the utility or any governmental authority (excluding delays caused by Contractor mistakes or noncompliance), and (iii) any delays caused by Owner. Any Delay in Start-up insurance proceeds resulting from an insured casualty under the Contractor's Builders Risk policy shall not relieve Contractor of Liquidated Damages.

2.10.2 Reasonable Estimate of Loss. It is understood and agreed by the Parties that (a) the owner shall be damaged by any delay in achieving Placed in Service, (b) it would be impracticable or extremely difficult to determine the actual damages resulting from delay in achieving Placed in Service, (c) any sums that would be payable under this agreement are in the nature of liquidated damages, and not penalties, and are fair and reasonable, and (d) payment of liquidated damages is owner's sole remedy for delays caused by Contractor or those for whom Contractor is responsible, and represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such failure.

2.11 Labor and Personnel.

2.11.1 Project Manager. Contractor shall appoint a "Project Manager" for the Project who shall be experienced in similar work, qualified, and English-speaking. The Project Manager shall be engaged in the Work on a full-time basis, shall have full supervision over the completion of the Project, and shall act as the primary point of contact with the Owner regarding all matters relating to the Project. The Project Manager must be reasonably satisfactory to Owner, and Owner may require the removal and replacement of Project Manager upon 30 Days' notice to Contractor. All communications from Owner to Project Manager shall be deemed to be given to Contractor.

2.11.2 Contractor Labor. Contractor shall provide all labor and personnel required in connection with the Work, all of whom shall be properly trained and able to perform those portions of the Work each will perform on the Project.

2.11.3 Labor Relations. Contractor shall use commercially reasonable efforts in the employment of labor and Subcontractors (whether directly or indirectly employed) so as not to cause any conflict or interference with or between the various trades or any delay in the performance of Contractor's obligations. Contractor shall be responsible for labor relations matters relating to the Work and shall use, and shall cause its Subcontractors to use, commercially reasonable efforts to maintain harmony. Contractor shall use, and shall cause its Subcontractors to use, commercially reasonable efforts and judgment as an experienced contractor to adopt and implement policies and practices designed to avoid work stoppages, slowdowns, disputes and strikes. 32 32 of 843
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2.11.4 Employment of Qualified Personnel. Whenever required by Law or Prudent Industry Practice, Contractor agrees, and shall cause its Subcontractors to agree, to employ licensed personnel to perform engineering, design, architectural, or other professional services in the performance of the Work.

2.11.5 Firearms. Contractor will ensure that its Subcontractors, suppliers and all other individuals under its direct or indirect control do not bring firearms to the Site. Contractor will remove from the Site all Subcontractors, suppliers and other personnel that use or possess firearms on the Site in a violent or threatening manner.

2.11.6 Materials. Except as otherwise stated in this Agreement, Contractor must provide and pay for all labor, Materials, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

Contractor will maintain and submit to Owner on request, updated material lists and delivery slips for materials procured.

2.11.7 Cleanup; Non-Interference.
(a) Contractor shall at all times keep the Site reasonably free from waste materials or rubbish caused by its activities. As soon as practicable, after the completion of all Punchlist Items with respect to the Project, Contractor shall remove all of the Contractor Equipment and shall completely remove all waste material and rubbish from and around the Site.
(b) Contractor shall carry out the Work so as not to interfere with access to, use of, or occupation of the Site, except to the extent required in order to perform the Work in accordance with the requirements of this Agreement, including the Project Schedule. Contractor shall reasonably consult with and coordinate with Owner regarding the location of any laydown area, parking spaces for Contractor's vehicles, and powering or shutdown of the Site related to Contractor's performance of the Work.
(c) Contractor, its employees and all Subcontractors employed by the Contractor shall follow all of the Construction Rules and Regulation provided in Exhibit Y. The Owner is entitled to enforce the Construction Rules and Regulations. Contractor shall be responsible for ensuring that its employees, laborers and all Subcontractors employed by Contractor comply with the Construction Rules and Regulations. Contractor acknowledges and agrees that the Owner may further supplement the Construction Rules and Regulations. The Construction Rules and Regulations are in addition to the Contractor's rules and regulations that Contractor is to prepare, present, keep current and follow at all times. In the event of an express conflict between this Agreement and Exhibit Y, the express terms of this Agreement shall govern and control.

2.11.8 Reserved.

2.11.9 Prevailing Wage and Apprenticeship Efforts. Contractor shall comply with and document the prevailing wage and apprenticeship requirements set forth in Section 48(a)(10)(A), Section 48(a)(11), Section 45(b)(7)(A) and Section 45(b)(8) of the Code, as amended by the Inflation Reduction Act of 2022, including with respect to any Work performed by any Subcontractors, and to provide to Owner any documentation reasonably requested by Owner to evidence such satisfaction. To the extent of any tax audit, inquiry, examination or assessment that relates to such prevailing wage and apprenticeship requirements, Contractor shall reasonably cooperate with Owner to provide any information or documentation reasonably requested by Owner in connection therewith, including obtaining documentation from Subcontractors, and any costs incurred by such audit shall be at Owner’s sole cost and expense.

Compliance is a material obligation included in the Contract Price. Contractor bears all costs of compliance and shall provide certified payroll documentation.
(a) Contractor shall be responsible to Owner for any loss, recapture, or disallowance of Owner’s Renewable Energy Incentives (including 10-year recapture) arising from Contractor’s or its Subcontractors’ non-compliance with this Section.
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2.11.10 Prohibitions. In the performance of this Agreement and the carrying out of the Work hereunder, Contractor shall not, and shall ensure its Subcontractors do not (i) infringe the Human Rights of any person, including by procuring, suborning or otherwise supporting child labor, Modern Slavery, Forced Labor or Human Trafficking or (ii) offer, promise or give undue pecuniary or other advantage to public officials.

2.12 Reserved.

ARTICLE 3

CONTRACT PRICE AND PAYMENTS

3.1 Contract Price. As consideration to Contractor for completing and furnishing the Work and Materials, Owner agrees to pay Contractor an amount equal to the amount specified in Exhibit C for the Solar Project (such amount being the "Contract Price"). The Contract Price is inclusive of any and all taxes (including any related tariffs) in effect as of the date of this Agreement. Except as set forth above or with respect to any additions or deductions relating to authorized Change Orders, and as provided in Section 3.2 and Section 6.3, the Contract Price shall not be increased or decreased for any reason under this Agreement. Contractor has reviewed its obligations under this Agreement and determined that the Contract Price is just and reasonable compensation for all of the Work including (1) all foreseen and foreseeable construction risks, hazards, and difficulties, (2) all inspections, meetings, testing, and other activities required by AHJs, and (3) reasonable requests for meetings by Owner. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that Contract Price is based on the assumptions in Exhibits A and C, and if those assumptions are incorrect, the Parties shall negotiate a change order, in compliance with Section 6.1.1 herein, in good faith prior to Notice to Proceed or cancel the agreement with no further liability, provided, however, this clause does not apply after the issuance of Notice to Proceed. Contract Price covers only the Committed Sites. Each Optional Site will be priced under a separate Change Order issued after the Owner’s NTP.

Contractor acknowledges that failure of Owner to issue an NTP for any or all Optional Sites shall not give rise to any termination fee, lost-profit claim, or other damages.

3.2 Payments of the Contract Price.

3.2.1 Payment. Pursuant to the invoicing procedure set forth in Sections 3.2.2 and 3.3, Owner shall pay the Contract Price to Contractor in installments in accordance with the Payment Schedule specified in Exhibit C.

3.2.2 Invoice Requirements. Contractor's right to receive any payment to be paid to it hereunder is conditioned upon its submitting to Owner the following: (i) an invoice in a form acceptable to Owner, (ii) a progress report describing the current progress of the Work and Materials, (iii) reasonably documented evidence of achievement of all milestones required to be achieved prior to such payment, and (iv) partial conditional lien waivers duly executed by Contractor and each of its Subcontractors in the form of Exhibit M. Contractor's right to receive its final payment shall be conditioned upon, in addition to the foregoing, a final unconditional lien waiver from Contractor and its Subcontractors in the form of Exhibit N. Owner shall have the right to verify and inspect any Work performed prior to payment being due and payable. If, after such verification and inspection, Owner determines that the invoice does not properly reflect such Work and Materials, Owner may elect not to pay all or any portion of such invoice until it determines, in its reasonable discretion, that such Work and Materials have been performed, subject to Contractor's right to dispute such determination in accordance with Article 11 hereof. Owner shall provide written notice of its objections to an invoice no later than five Business Days after receipt of such invoice and Parties shall negotiate in good faith such that Owner pays the negotiated amount 30 Days after the receipt of the submitted invoice.

3.3 Invoices. Each time that Contractor believes that a payment is due and payable to Contractor pursuant to the Payment Schedule, Contractor shall deliver to Owner an invoice along with information and documentation required pursuant to Section 3.2.2. Subject to Section 3.2.2, Owner shall pay Contractor's invoice within 30 Days after receipt of the invoice, all required documentation, and Owner's written approval. 34 34 of 843
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3.4 Approval. Payment of the Contract Price shall not constitute Owner's approval of any portion of the Project, the Work, or any Materials.

3.5 Set Off. Owner may deduct and set-off (including but not limited to a draw on any security or retention held by Owner) against any part or all of the balance due or to become due to Contractor under this Agreement, and any Liquidated Damages due or accrued but not paid from Contractor to Owner hereunder, and any balances due or to become due to Contractor's Subcontractors.

3.6 Interest. Payments due to Contractor under this Agreement not made when due shall incur interest at the rate of 6% per annum or the maximum legal rate permitted by Law, whichever is less.

3.7 Failure of Payment. If Owner, through no fault of Contractor, does not make a payment owed to Contractor when such payment is due under Section 3.3 of this Agreement, then Contractor may, upon 10 Business Days' written notice to Owner, stop the Work until payment of the amount owing has been received. The Guaranteed Placed in Service Date and the Guaranteed Final Completion Date shall be extended by one Day for each Day that Contractor stops the Work in accordance with this Section 3.7. Owner and Contractor shall execute a change order to effect such date extensions, which will include reasonable remobilization costs and supporting documentation, incurred by Contractor in connection with resumption of Work.

3.8 Changes due to the UFLPA and Related Orders. If at any time Contractor is unable to procure equipment under this Agreement (including any inability to import such equipment into the United States of America) due to equipment being subject to new, or varied interpretation of the UFLPA or WRO and such inability by the Contractor continues for a duration longer than 90 Days, then the Parties agree to, within ten Business Days, reach a mutually agreed upon resolution.

ARTICLE 4

COMMENCEMENT
Contractor shall not proceed with any portion of the Work, other than that which is necessary to fulfill the requirements for achieving the Notice to Proceed milestone described in Exhibit D, until Contractor receives a countersigned Notice to Proceed from Owner. Contractor shall be allowed an extension of the schedule, including the Guaranteed Placed in Service Date, of one day for each day of delay in issuing the Notice to Proceed past the day that is five Business Days after Contractor achieves the milestone and submits the required Notice to Proceed certificate to Owner in the form of Exhibit H.

ARTICLE 5

REPRESENTATIONS, WARRANTIES, AND COVENANTS

5.1 Contractor.

5.1.1 Insurance. Contractor, at its own expense, shall procure and maintain in full force and effect until the acceptance of Final Completion all insurance coverages specified in Exhibit G, or as requested by Owner. Contractor will add Owner as an additional insured and subrogation waived to all policies.

5.1.2 No Liens. To the extent that Owner has timely paid Contractor for Work performed in accordance with the requirements of this Agreement, Contractor shall not directly or indirectly create, incur, assume, or suffer to be created by it or any Subcontractor, employee, laborer, materialman, or other supplier of goods or services any right of retention, claim, lien, mechanic's lien, charge, or encumbrance on the Work, the Site, the Project, or any part thereof or interest therein (a "Contractor Lien"), and, to the extent that Owner has paid Contractor for Work performed hereunder that is the subject of the Contractor Lien, Contractor shall promptly pay or discharge and discharge of record, or bond, any such Contractor Lien or other charges that, if unpaid, might be or become a Contractor Lien. Upon the failure of Contractor to promptly pay, discharge, or provide security reasonably acceptable to Owner for any Contractor Lien, Owner may, but shall not be obligated to, pay or discharge such 35 35 of 843
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Contractor Lien and, upon the payment or discharge thereof, shall be entitled to immediately recover from Contractor the amount thereof together with expenses incurred by it in connection with such payment or discharge or to set off all such amounts against any such sums owed by Owner to Contractor under this Agreement.

5.1.3 Permits. Contractor is (or will be prior to performing any applicable physical Work at the Site) the holder of all Permits required by Law to permit it to operate or conduct its business now and as contemplated by this Agreement and to perform the Scope of Work and with respect to the Project hereunder.

5.1.4 Subcontractors. Contractor may engage one or more subcontractors, suppliers, vendors or consultants (collectively, "Subcontractors") to provide any Work that Contractor is required to provide under this Agreement; provided, however, that Contractor will in any event remain liable for the performance of all of Contractor's obligations hereunder; and Contractor will ensure that all personnel, labor, supervision, and Subcontractors of any tier are properly licensed and qualified to perform the work that they are engaged to perform. All such Subcontractors shall comply with all Laws of Governmental Authority, including but not limited to federal immigration laws. Nothing contained herein shall (1) create any contractual relationship between any Subcontractor and Owner with respect to the Work or the Project, or (2) obligate Owner to pay, or to cause the payment of, any Subcontractor. No Subcontractor is intended to be, or shall be deemed to be, a third-party beneficiary of this Agreement. All Subcontractor Agreements must be assignable to Owner in the event of a Contractor default or termination. Should any Subcontractor fail to perform in a satisfactory manner or fail to perform in a manner consistent with the terms of this Agreement and fails to cure the Default in accordance with Section 9, Owner at its sole but reasonable discretion, retains the right to remove the Subcontractor from the Site.

5.1.5 Title. Title to specific portions of the Project (including but not limited to, as applicable, portions of the Work and Materials) shall pass to Owner upon payment by Owner of the corresponding amounts due and owing to Contractor. Contractor warrants and guarantees that when legal title to and ownership of the Work and Materials passes to Owner, such Work and Materials shall be free and clear of any and all liens, claims, security interests or other encumbrances. Title to the Owner Furnished Equipment shall at all times remain with Owner, and Contractor shall keep the Owner Furnished Equipment free and clear of all liens and encumbrances.

5.1.6 Intellectual Property Rights.
(a) Contractor represents and warrants to Owner that (i) it owns or is licensed or is otherwise lawfully permitted to use any and all of the inventions, processes, know-how, trade secrets, technical expertise, copyrights, trademarks, patents and other intellectual property relating to the design, engineering, manufacture, sale, supply, importation, assembly, construction, installation, commissioning, start-up, testing, servicing, repair and use of the Materials and the Work, and (ii) the design, engineering, manufacture, sale, supply, importation, assembly, construction, installation, commissioning, start-up, testing, servicing, repair and use of the Materials and the Work, all as reasonably contemplated under this Agreement, will not infringe on the inventions, processes, know-how, trade secrets, technical expertise copyrights, trademarks, patents and other intellectual property of any third party. (b) Owner and Contractor acknowledge and agree that, pursuant to the terms of this Agreement, Owner is being provided and shall have access to certain intellectual property rights, which are (i) now or hereafter owned or controlled by Contractor, or (ii) used or licensed by Contractor pursuant to Contractor's agreements with its Subcontractors, including but not limited to software, patents, copyrights, intellectual property and other proprietary information relating to the specification, design, construction, installation, operation or maintenance and repair of the Work, as well as certain training processes and the contents of service and maintenance manuals and test and inspection procedures ("Intellectual Property Rights"). Contractor grants Owner and its representatives an irrevocable, permanent, transferable, exclusive, royalty-free license to the Intellectual Property Rights in connection with the Project, for the limited purposes of completing construction of, operating, transferring, financing, maintaining, repairing, rebuilding and expanding the Project. (c) Contractor acknowledges and agrees that, upon payment in full by Owner, all materials, data work product, results, reports, drawings and any other information received, generated, derived or provided to Owner by 36 36 of 843
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Contractor pursuant to this Agreement will be and remain the sole property of Owner. In addition, all confidential information, all inventions, discovery and derivative works and all patent, copyright and other rights related to the operational data of the Project shall be the sole property of Contractor. (d) If the Work performed hereunder by Contractor, or any part thereof, is held by a court of competent jurisdiction to constitute infringement of any patent or copyright, or misappropriation or misuse of any trade secret, and its use by Owner is prohibited or restricted by legal order, Contractor shall, at Contractor's option and at no cost to Owner, either (i) procure for Owner the right to continue using the systems or any part thereof, or (ii) modify the systems or any part thereof so that it no longer constitutes an infringement, misappropriation or misuse without affecting the performance of the systems.

5.1.7 OSHA. Contractor represents and warrants to Owner that (i) as of the Effective Date, Contractor maintains an OSHA EMR rating of less than 1, (ii) Contractor shall initiate and maintain safety precautions and programs in accordance with Section 2.7 during the construction term, and (iii) Contractor will notify Owner within 48 hours if OSHA EMR meets or exceeds one.

5.1.8 Preliminary Lien Notices. All preliminary lien notices will be made with the company listed as Owner in this EPC agreement. Contractor shall file no preliminary liens with the parent company or other affiliated entity.

5.1.9 Property Rights. Contractor will limit the activities of its Subcontractor's, suppliers, employees, consultants, agents, and representatives to the designated boundaries of the Site. The boundaries shall not be exceeded without prior approval of Owner. Contractor and its Subcontractor's, suppliers, employees, consultants, agents, and representatives shall not violate the terms of the rights granted to Owner under any license, easement, or lease.

5.2 Owner.

5.2.1 Access Rights. Subject to satisfaction by Contractor of the restrictions and other provisions of applicable Permits and Law, Owner shall provide Contractor reasonable access to the Site in order for Contractor to perform the Work.

5.2.2 Owner Representative. Owner hereby appoints Owner Representative as its representative to act as the manager and coordinator of the Agreement on Owner's behalf. Owner Representative will act as the liaison for Owner's communications with Contractor, and all communications from Contractor to Owner Representative shall be deemed to be given to Owner.

5.2.3 Compliance with Laws. Owner shall comply with all Laws in performing Owner's obligations under this Agreement.

5.2.4 Other Contractors.
(a) Owner may have other contractors performing work at or near the Site or Owner may be conducting certain activities at the Site. Owner will cooperate with Contractor and will make all reasonable efforts to coordinate the activities of Owner's other contractors and the Contractor to minimize any interference with the Work or the Project Schedule. Owner will provide Contractor with reasonably sufficient information concerning the activities of other contractors and the Owner to allow Contractor to adequately plan the Work in coordination with such activities. (b) Contractor will reimburse Owner for costs Owner incurs that are payable to other contractors because of Contractor's delays, improperly timed activities or defective construction. (c) Contractor shall promptly remedy damage Contractor causes to property of Owner or other contractors. If another contractor initiates legal or any other proceedings against Owner on account of any damage alleged to have been caused by Contractor, Owner will notify Contractor, who will indemnify Owner and defend it for, from, and against any claim, judgment, or award, including costs, attorney fees, and expert fees. 37 37 of 843
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5.3 Mutual Representations.

5.3.1 Organization; Authority. Each Party is a corporation duly organized, validly existing and in good standing under the laws of the state of its formation, and is qualified to do business in the State in which the Site is located.

Each Party has all necessary power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement by each Party have been duly authorized by all necessary action on its part; and this Agreement has been duly and validly executed and delivered by each Party and constitutes the legal, valid and binding obligation of such Party.

5.3.2 No Violation. Neither Party is currently in breach of, in default under, or in violation of, and the execution and delivery of this Agreement and the performance of its obligations hereunder will not constitute or result in any breach of, default under, or violation of, any Law or the provisions of such Party's organizational documents or any agreement or instrument to which such Party is bound or to which its assets are subject, which breach, default or violation could reasonably be expected to have a material adverse effect upon the ability of such Party to observe the provisions of, and to perform its obligations under, this Agreement.

5.3.3 No Litigation. Each Party represents that no suit, claim, action, arbitration, or legal, administrative or other proceeding is pending or, to the best its knowledge, threatened that would affect the validity or enforceability of this Agreement, the ability of such Party to fulfill its commitments hereunder in any material respect, or that could result in any material adverse change in the business or financial condition of such Party.

ARTICLE 6

SCOPE CHANGES

6.1 Changes in the Work.

6.1.1 Documentation. During the term of this Agreement, either Contractor or Owner may request a change in the Work or Materials (a "Change"). In either case, Contractor shall submit to Owner a written notice for approval of such Change (a "Change Order"). A Change Order shall describe the scope of the Change and shall include a detailed estimate of the increase or decrease in costs, as well as any impact on the Project Schedule, associated with the Change. Subject to Section 6.1.2, no Change shall be incorporated in the Work or Materials unless Owner executes a Change Order authorizing the Change. Payment for each Change Order is due as set forth in the Change Order, or else part of the next payment cycle after the completion and approval of work in place. Upon execution by the Parties of any Change Order, such Change Order and any additional Work and Materials authorized by said Change Order shall be made part of this Agreement.

6.1.2 Pricing. The Owner has the right to direct Contractor to proceed with a Change prior to execution of a Change Order which does not increase the Contract Price by more than ten (10%) or materially alter the Scope of Work. Until such Change Order is executed, amounts not in dispute for such Change shall be included in invoices accompanied by documentation indicating the Parties' agreement with respect to amounts not in dispute. As to amounts that are in dispute, the method and the adjustment shall be determined on the basis of reasonable expenditures for time and materials related to performing the Work and Materials attributable to the Change.

6.1.3 Timing. Contractor will not submit a Change Order after, the earlier of, the date in which the Contractor requests approval of the Placed in Service milestone or the Guaranteed Placed in Service Date. Any Change Order submitted after this date is deemed rejected.

6.1.4 Owner Approval. Additive Change Orders that include Work initially excluded from the original Scope of Work must be mutually agreed upon by the Parties, and will not be executed or subject to this Agreement until Owner, in its sole discretion, provides its approval of the Change Order. Contractor will provide Owner with documentation substantiating the additional costs and scope. 38 38 of 843
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6.2 Cost Management Reports. Upon Owner's request but no less than once every two weeks, Contractor will provide a summary of all Change Orders entered since commencement of the Work, and all known or anticipated requests for changes in Work (the "Cost Management Report"). This information shall be summarized in a Microsoft Excel document. The Cost Management Report must include the actual or anticipated cost of each change, and any drawing references, Subcontractor documentation, or other documentation requested by Owner. If there are no Change Orders or other changes to report, Contractor will submit to Owner a Cost Management Report indicating that there are no items to report. The most recent Cost Management Report shall be attached to each Contractor invoice.

6.3 Potentially Time and Price-Impacted Material. The Contract Price includes the risk of fluctuations in the price, availability, or delivery time for materials, labor, and equipment for the Project. Except for tariff changes implemented after the Effective Date and as expressly provided in this Section 6.3, no event or occurrence, including supply shortages, or demand increases, that impacts the price, availability, or delivery time of materials, labor, or equipment to be used for the Project will be grounds for an adjustment to the Contract Price or Project Schedule.

Contractor agrees to bear the risk of such fluctuations and will not be entitled to any delay damages, wage escalation, material escalation, extended overhead, Project Schedule adjustments, or additional compensation of any kind resulting from increased costs or delays in procuring materials, labor, or equipment for the Project. Notwithstanding the foregoing, if after the date of this Agreement there is an increase in the price of materials, labor or equipment for the Project due to circumstances outside of Contractor’s control that (i) is sustained over a 30-day or longer period, and (ii) causes an increase of 10% or more in the cost of such materials, labor or equipment, then the Contract Price shall be adjusted to reflect the additional materials, labor or equipment costs in excess of 10% that are actually incurred by Contractor in connection with the Project.

ARTICLE 7

INDEMNIFICATION

7.1 Contractor's Indemnity.

7.1.1 Contractor's General Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold Owner and its Affiliates, the Engineer, and each of their respective officers, directors, shareholders, managers, members, partners, employees, representatives, agents, creditors, successors and assigns (each, an "Owner Indemnified Party") harmless from and against any and all third party suits, actions, losses, damages, injuries, liabilities, claims, demands, penalties, assessments, interests and causes of action and expenses (including but not limited to reasonable attorney and expert fees, and expenses) arising out of or connected with the negligent or tortious acts, breach of contract, errors, omissions, or willful misconduct of Contractor, Contractor's employees, consultants, architects, engineers, Subcontractors, and their agents and employees, a Subcontractor (of any tier), and other persons or entities performing portions of the Work or anyone for whose acts they may be liable that result in (a) bodily injury or death to any person, including but not limited to employees of Contractor or Subcontractors, (b) damage to any property, to the extent caused by the Contractor or its Subcontractors, agents, or employees, or (c) any claims by third parties against the Owner Indemnified Parties. Contractor is not required to indemnify any Owner Indemnified Parties for, from, and against liability for (i) damage arising out of death or bodily injury to Persons or (ii) damage to property to the extent caused in whole or in part by the negligence or willful misconduct of an Owner Indemnified Party, but Contractor is required to indemnify Owner and its agents and their respective employees for, from, and against liability for damage arising out of death or bodily injury to Persons or damage to property to the extent that the death or bodily injury to Persons or damage to property arises out of the fault of Contractor, or the fault of the Contractor's agents, representatives, or Subcontractors. In claims against any Owner Indemnified Party by an employee of the Contractor, a Subcontractor, or anyone directly or indirectly employed by them or for whose acts they may be liable, indemnification obligations under this Section 7.1.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or Subcontractor under Workers' Compensation Acts, disability benefit acts, or other employee benefit acts. Contractor's indemnification obligations hereunder are not limited by insurance coverage. 39 39 of 843
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7.1.2 Contractor's Indemnity for Legal Compliance. Contractor agrees to indemnify, defend and hold harmless the Owner Indemnified Parties from and against all fines, penalties, related costs and expenses caused by the failure of Contractor or its Subcontractors to comply with all Laws and Permits in connection with the performance of the Work. Contractor's indemnification obligations hereunder are not limited by insurance coverage.

7.1.3 Contractor's Infringement Indemnity. Contractor shall defend, indemnify and hold harmless the Owner Indemnified Parties from and against all third party suits, actions, losses, damages, claims and liabilities of any type or description, including but not limited to reasonable attorney and expert fees, based upon any claim of infringement of any patent or other license or intellectual property right (whether by way of copyright, trademark, trade secret, or otherwise) resulting from Contractor's Work or any representations and warranties contained in Section 5.1.6. Each Party agrees to notify the other as soon as reasonably possible of any material matters with respect to which the foregoing indemnity is likely to apply and of which the notifying Party has actual knowledge.

Upon notification by Owner or upon learning of the matter on its own accord, Contractor shall, without limitation, defend (subject to reasonable consultation with Owner) such action or claim at Contractor's expense and pay the cost and damages and attorneys' fees awarded against Owner in such action or claim; provided, however, that Contractor shall have the right to control the defense and settlement of all such actions or claims, which such settlement shall be subject to the consent of Owner. Indemnification pursuant to this Section shall not be predicated on Owner having made payment on any such claim. In the event the apparatus or equipment, or any part thereof furnished hereunder as part of the Work, in such a suit or proceedings under this Section is held to constitute infringement, and its use is enjoined, Contractor shall, at its option, and with Owner's approval, and at Contractor's expense, either: (a) procure for Owner the right to continue using said software, parts and components thereof; (b) replace it with non-infringing apparatus or equipment that provide equivalent functionality; or (c) modify it so it becomes non-infringing while retaining equivalent functionality.

7.1.4 Contractor's Indemnity from Liens. Contractor shall indemnify and defend the Owner Indemnified Parties from and against all claims, liens, charges or encumbrances pertaining to payment for the Work arising from the performance of the Work by Contractor or otherwise caused by any of its Subcontractors or any employee, agent or Affiliate of Contractor or any of its Subcontractors, which indemnity shall survive the termination of this Agreement, but only with respect to Work for which Owner has paid Contractor.

7.1.5 Contractor's Environmental Indemnity. Contractor shall have liability for and shall indemnify, defend and hold harmless the Owner Indemnified Parties from and against all suits, actions, losses, damages, injuries, liabilities, claims, demands, penalties, assessments, causes of action, and expenses arising from or related to any breach by Contractor of Contractor's obligations under Section 2.6.

7.1.6 Contractor's Indemnity for Loss of Tax Credits. If Contractor proceeds to Placed in Service or Final Completion prior to the end of the Review Period, Contractor shall defend and indemnify the Owner Indemnified Parties for any loss of tax credits or renewable energy credits resulting from the Project being Placed in Service prior to the end of the Review Period.

7.2 Contractor's Tax Indemnity. Contractor shall be responsible for and shall pay (or cause to be paid) all Taxes imposed upon its net income, all payroll Taxes of Contractor, all import Taxes, customs duties and similar levies associated with the Work and Materials, and all sales Taxes applicable to the Work and/or the Materials. All other taxes, fees, levies, or other governmental charges of any kind arising in connection with the Work and any materials supplied hereunder shall be the exclusive responsibility of Owner. Contractor agrees to indemnify, defend, and hold each Owner Indemnified Party harmless against all Taxes, penalties, and interest resulting from Contractor's failure to properly remit Taxes, fees, levies, or other governmental charges for which Contractor is responsible. 40 40 of 843
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ARTICLE 8

LIMITATION OF LIABILITY

8.1 NO CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO LIQUIDATED DAMAGES, INDEMNIFICATION

OBLIGATIONS, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES.

8.2 Owner Claims. Notwithstanding anything to the contrary in this Agreement, Contractor expressly agrees that Contractor and its Subcontractors shall not seek any claims or damages from the Owner, and Owner shall have no liability or obligations of any kind to Contractor or any Subcontractors in connection with the Work.

ARTICLE 9
DEFAULT; REMEDIES

9.1 Contractor Event of Default. The occurrence of any one or more of the following events shall constitute an event of default by Contractor hereunder ("Contractor Event of Default"):
(a) any of the following occurs: (i) Contractor consents to the appointment of, or taking possession by, a receiver, trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Contractor files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Contractor's assets are subject to the appointment of a receiver, trustee, liquidator, or custodian by court order, and such order remains in effect for more than 30 Days; or (iv) Contractor is adjudged bankrupt or insolvent, has any property sequestered by court order, and such order remains in effect for more than 30 Business Days, or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within 60 Business Days of such filing; (b) Contractor fails, for any reason, (i) to pay when due undisputed Liquidated Damages as required herein or (ii) to make any other undisputed payment or payments required to be made to Owner under this Agreement within 30 Business Days after receipt of written notice from Owner of Contractor's failure to make such payment or payments (except to the extent Contractor disputes such payment or payments in good faith and in accordance with the terms of this Agreement); (c) Contractor fails to comply with any material provision of any Laws or Permits, the effects of which have not been cured to Owner's reasonable satisfaction within 15 Business Days after written notice from Owner, provided, if such failure to comply is not capable of being cured within 15 Business Days, Contractor shall not be in default so long as Contractor commences to cure within 15 Business Days and thereafter diligently proceeds to cure such breach in a manner reasonably satisfactory to Owner; (d) any of the following occurs: (i) Contractor fails to make payments when due to Subcontractors for labor, materials or equipment beyond applicable notice and cure periods, unless such payments are reasonably disputed by Contractor and any Contractor Liens relating to such disputed payments are satisfied or bonded off by Contractor or unless Owner has failed to make payments required by this Agreement; or (ii) Contractor suspends performance of a material portion of the Work resulting in the Work not progressing substantially in accordance with the Project Schedule (other than as permitted under this Agreement or pursuant to a Change Order); and in each instance as described in each of sub-clauses (i) and 41 41 of 843
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(ii) of this Section 9.1.4, the impacts of such condition remain unremedied for ten Business Days following written notice thereof to Contractor;
(e) any material breach by Contractor of any representation or warranty contained in Article 5, the impacts of which have not been cured to Owner's reasonable satisfaction within ten Business Days after written notice thereof to Contractor;
(f) the dissolution of Contractor and the failure of Contractor's successor to demonstrate to Owner's reasonable satisfaction, within ten Business Days of the dissolution of Contractor, that it is willing and able to fully perform Contractor's obligations hereunder, except for the purpose of merger, consolidation or reorganization where the successor expressly assumes Contractor's obligations hereunder and such assignment and assumption does not adversely affect the ability of the successor to perform its obligations under this Agreement, it being acknowledged that if the successor's net worth or credit rating, after assumption equals or exceeds Contractor's net worth or credit rating, as applicable, prior to the assumption there shall be deemed no adverse effect;
(g) the transfer by Contractor of (i) all or a substantial portion of the rights or obligations of Contractor hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Contractor, except where the transferee is an Affiliate of Contractor and, within ten Business Days of the transfer, expressly assumes the transferred obligations and such transfer does not adversely affect the ability of Contractor or the transferee, as applicable, to perform its obligations under this Agreement, it being acknowledged that if the successor's net worth or credit rating after assumption equals or exceeds Contractor's net worth or credit rating, as applicable, prior to the assumption there shall be deemed no adverse effect;
(h) accrual by Contractor of liability for Liquidated Damages in an amount greater than 10% of the Contract Price;
(i) dissolution or liquidation of Contractor;
(j) assignment of this Agreement in contravention of Section 13.1; (k) any failure by Contractor to maintain the insurance coverages required of it in accordance with Section 5.1.1 and Exhibit G, the impacts of which have not been cured to Owner's reasonable satisfaction within ten Business Days after written notice from Owner; and, (l) Contractor is in breach of any provision of this Agreement or has failed to perform its obligations under this Agreement (other than those breaches specified in Section 9.1 (a) through (j)) and (i) such breach is not cured by Contractor within 30 Days following written notice thereof to Contractor, or (ii) if such breach is not capable of being cured within such 30 Day period, Contractor (A) fails to commence to cure such breach within such 30 Day period or (B) fails to thereafter diligently proceed to cure such breach in a manner reasonably satisfactory to Owner.

9.1.2 Owner Termination for Cause. Upon the occurrence and during the continuation of any Contractor Event of Default hereunder, Owner, in addition to its right to purse any other remedy given under this Agreement or now or hereafter existing at law or in equity or otherwise, however, subject to the limitations of the Agreement, shall have the right to terminate this Agreement by written notice to Contractor (an "Owner Termination for Cause"). An Owner Termination for Cause shall be effective upon delivery of Owner's notice with respect thereto. In the event of a termination by Owner under this Section 9.1.2, Owner may employ any other Person to complete the Work as contemplated herein. In addition, Owner may make such expenditures, consistent with Prudent Industry Practices, that will accomplish the timely completion of the Work in accordance with the terms hereof. Owner shall, within a reasonable period of time after the Work is finally completed by the work of one or more replacement contractors, determine the total cost to Owner for completing the Work in accordance with the requirements of this Agreement, 42 42 of 843
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including all sums previously paid or then owed to Contractor pursuant to this Agreement. In contracting with such replacement contractors, Owner shall, to the extent practicable, cause the Work to be completed in accordance with this Agreement and shall employ reasonable efforts to mitigate the costs incurred in connection with completion of the Work. If the Contract Price is less than the sum of (a) all costs and expenses incurred by Owner to engage a substitute contractor to complete (or cure deficiencies in) the Work, including direct overhead and legal, engineering and other professional expenses, (b) all other direct costs, expenses and damages suffered by Owner as a result of the Contractor Event of Default and the Owner Termination for Cause, and (c) all amounts previously paid to Contractor pursuant to this Agreement, Contractor shall pay to Owner on demand the amount of such difference.

Any amount owed by Owner to Contractor for the completion of the Work shall be retained by Owner until after completion of the Work and applied by Owner to pay any amounts and damages owed by Contractor pursuant to this Section 9.1.2 or otherwise. Any excess of the amount retained over the amount due under this Section 9.1.2 shall be remitted to Contractor within 60 Days after the Final Completion Date.

9.1.3 Reserved.

9.1.4 Conversion of Termination. In the event that the Owner exercises its remedies upon an Event of Default and it is later determined or established that the exercise of such remedies was not justified or such exercise of remedies was not in accordance with the provisions of this Agreement, then such exercise of remedies shall be automatically converted to a termination for convenience pursuant to Section 9.1.3 as Contractor’s sole and exclusive remedy.

9.1.5 Other Owner Remedies. Upon the occurrence and during the continuance of a Contractor Event of Default after the cure period but prior to termination of this Agreement by Owner, Owner may, without prejudice to any of its other rights or remedies, (a) seek equitable relief to cause Contractor to take action or to refrain from taking action pursuant to this Agreement, or to make restitution of amounts improperly received under this Agreement, (b) make such payments or perform such obligations as are required to cure such Contractor Event of Default, make a claim against any security provided pursuant to this Agreement and/or offset the cost of such payment or performance against payments otherwise due to Contractor under this Agreement, provided that Owner shall be under no obligation to cure any such Contractor Event of Default, or (c) otherwise seek damages, including proceeding against any bond, guarantee, letter of credit, or other security given by or for the benefit of Contractor for its performance under this Agreement.

9.2 Owner Event of Default. The occurrence of any one or more of the following events shall constitute an event of default by Owner hereunder (“Owner Event of Default”):
(a) Owner’s failure to pay to Contractor any undisputed amount when due, which failure continues for ten Business Days after written notice of failure has been received by Owner from Contractor;
(b) any of the following occurs: (i) Owner consents to the appointment of, or taking possession by, a receiver, trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Owner files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Owner’s assets are subject to the appointment of a receiver, trustee, liquidator, or custodian by court order, and such order remains in effect for more than 30 Days; or (iv) Owner is adjudged bankrupt or insolvent, has any property sequestered by court order, and such order remains in effect for more than 30 Business Days, or has filed against it a petition under any bankruptcy, 43 43 of 843
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reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within 60 Business Days of such filing;
(c) any material breach by Owner of any representation or warranty contained in Article 5, the impacts of which have not been cured to Contractor’s reasonable satisfaction within 15 Business Days after written notice thereof to Owner;
(d) the dissolution of Owner and the failure of Owner’s successor to demonstrate, within ten Business Days of the dissolution of Owner and to Contractor’s reasonable satisfaction, that it is willing and able to fully perform Owner’s obligations hereunder, except for the purpose of merger, consolidation or reorganization where the successor expressly assumes Owner’s obligations hereunder and such assignment and assumption does not materially, adversely affect the ability of the successor to perform its obligations under this Agreement, it being acknowledged that if the successor’s net worth or credit rating, after assumption equals or exceeds Owner’s net worth or credit rating, as applicable, prior to the assumption there shall be deemed no adverse effect; (e) the transfer by Owner of (i) all or a substantial portion of the rights and/or obligations of Owner hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Owner, except where the transferee is an Affiliate of Owner and, within 10 Business Days of the transfer, expressly assumes the transferred obligations and such transfer does not materially, adversely affect the ability of Owner or the transferee, as applicable, to perform its obligations under this Agreement, it being acknowledged that if the successor’s net worth or credit rating after assumption equals or exceeds Owner’s net worth or credit rating, as applicable, prior to the assumption there shall be deemed no adverse effect; and, (f) Owner is in breach of any provision of this Agreement or has failed to perform its obligations under this Agreement (other than those breaches specified in Section 9.2 (a) through (f)) and (i) such breach is not cured by Owner within 30 Days following written notice thereof to Owner, or (ii) if such breach is not capable of being cured within such 30 Day period, Owner (A) fails to commence to cure such breach within such 30 Day period or (B) fails to thereafter diligently proceed to cure such breach in a manner reasonably satisfactory to Owner.

9.2.2 Contractor Remedies. Upon any Owner Event of Default, Contractor may, at its sole option and without prejudice to any other rights that it has under this Agreement, upon 10 Business Days’ written notice, suspend the Work until such Owner Event of Default is cured; provided, that Contractor shall recommence performance of the Work as soon as reasonably practicable upon Owner’s cure of the Owner Event of Default. In such event, the same shall constitute an Owner-Caused Delay. For purposes of this Section 9.2.2 and Section 3.7, an amount shall be considered “undisputed” if the amount invoiced by Contractor is not contested in good faith by Owner or if Owner has failed to give written notice of a disputed amount with a description of the basis for the dispute within five Business Days after receipt of an invoice and related paperwork from Contractor.

9.2.3 Contractor Termination for Cause. If an Owner Event of Default has occurred and is continuing, then Contractor may, at its sole option and without prejudice to any other rights that it has under this Agreement, terminate this Agreement upon not less than five Business Days’ prior written notice to Owner so long as the amount owed by Owner (other than any amount disputed in accordance with the terms of this Agreement) is not paid within such five Business Day period (a “Contractor Termination for Cause”) Contractor shall continue performance of the Work during any dispute over payment so long as Owner continues to pay all undisputed amounts. Other than as stated above, Contractor will have no right to terminate this Agreement, and Contractor acknowledges that its sole and exclusive remedies for any failure of Owner to comply with its obligations under this Agreement (other than as set forth in this Section 9.2) are limited to receipt of a Change Order. 44 44 of 843
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ARTICLE 10

FORCE MAJEURE

10.1 Definition.

10.1.1 “Force Majeure Event” means any act or event that directly delays or prevents a Party from performing all or a portion of its obligations under this Agreement, or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. Without limiting the generality of the foregoing, so long as the following events satisfy the requirements set forth in Section 10.1.1, a Force Majeure Event includes: (i) natural phenomena, such as storms, tornadoes, hurricanes, floods, lightning, and seismic activity, including but not limited to earthquakes and volcanic eruptions; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; and (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, pandemic, terrorist acts, strikes, or rebellion, change in Law and (iv) delays in the manufacturing, delivery or installation of goods or services to be installed or provided for the Project beyond the assumed timelines in this Agreement. The term Force Majeure Event does not include (i) economic hardship or lack of funds; (ii) changes in market conditions, including but not limited to a general deterioration in the economy or in the economic conditions prevalent in the industry which the Party operates; (iii) inability of Contractor to obtain equipment to construct the Project, equipment failures, or acts or omissions of agents or Subcontractors of Contractor, except to the extent such acts or omissions arise from a Force Majeure Event; (iv) any financial or payment obligations of either Party whether arising under this Agreement or otherwise; or (v) any non-national Sitespecific strike or labor action affecting Contractor or its Subcontractors exclusively. An act or event is not a Force Majeure Event if (i) the Party claiming a Force Majeure Event has caused or contributed to the applicable act, event or condition by its fault or negligence or has failed to use commercially reasonable efforts to prevent or remedy such act, event, cause or condition and, so far as possible and within a reasonable time period, remove it; or (ii) the act, event, cause or condition is the result of a breach of a Governmental Authorization or of a Law by the Party seeking to invoke Force Majeure.

10.2 Liability. Notwithstanding anything to the contrary contained in this Agreement, neither Owner nor Contractor will be liable to the other Party, nor deemed to be in breach of this Agreement, to the extent it is actually and directly delayed or prevented from performing its obligations hereunder due to a Force Majeure Event.

10.3 Notice; Due Diligence. A Party claiming a Force Majeure Event (“Claiming Party”) shall: (i) provide oral notice as promptly as practicable followed by written notice to the other Party (“Non-Claiming Party”) within three Business Days after the Claiming Party becomes aware of such Force Majeure Event, giving a reasonably detailed written explanation of the event and an estimate of its expected duration and probable effect on the performance of that Party’s obligations hereunder; (ii) use commercially reasonable efforts in accordance with Prudent Industry Practices to remedy the condition that prevents performance and to mitigate the effects of same in order to continue to perform its obligations under this Agreement; and (iii) provide the Non-Claiming Party with written status reports at least weekly of all efforts to mitigate and remedy the Force Majeure Event.

10.4 Termination due to Force Majeure Event. If a Force Majeure Event prevents Contractor from performing its obligations under this Agreement for six months or longer, Parties should resolve the issue through mutual discussion before Terminating this Agreement at any time upon ten Days written notice to Contractor, without further liability by paying all the outstanding dues and the approved final invoice issued by Contractor.

ARTICLE 11

DISPUTE RESOLUTION

11.1 Governing Law; Jurisdiction. This Agreement is governed by and shall be interpreted in accordance with the laws of the state in which the Site is located, without regard to principles of conflicts of law. Any legal claim, suit, proceeding, or action hereunder shall be brought in a court of competent jurisdiction located in the city or 45 45 of 843
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county in which the Site is located. By execution and delivery of this Agreement, each of the Parties hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts lying therein. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

11.2 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten Business Days following receipt of written notice from either Party identifying such dispute, the Parties shall meet, negotiate, and attempt, in good faith, to resolve the dispute quickly, informally, and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within ten Business Days after initiating such discussions, or within 15 Business Days after notice of the dispute, either Party may seek any and all remedies available to it at law, in equity or under this Agreement.

11.3 Attorneys’ Fees. If any legal action is brought for the enforcement of this Agreement or because of an alleged dispute, default, misrepresentation, or breach in connection with any of the provisions of this Agreement, each Party shall be responsible for its own attorneys’ fees and costs.

ARTICLE 12

WARRANTIES

12.1 Work Warranty.

12.1.1 Work Warranty. Contractor warrants during the Work Warranty Period that:
(a) the Work and Materials shall, with respect to Owner Furnished Equipment, be installed in accordance with Contractor’s best skill and judgment in a workmanlike manner, in accordance with Prudent Industry Standards, and comply with the requirements of this Agreement and all Laws; (b) the services comprising the Work will be performed (i) in a good and workmanlike manner; (ii) in accordance with the requirements of this Agreement and all Laws, Permits and Prudent Industry Practices; and (iii) using parts in conformance with the O&M Manual;
(c) the completed Work, Owner Furnished Equipment and Materials with respect to the Solar Project shall perform the intended functions as a complete, integrated solar PV energy generation system as the Solar Project is described in Exhibit A; and,
(d) none of the Work and other services rendered by or through Contractor hereunder, infringes, violates or constitutes a misappropriation of any intellectual property rights. (e) Collectively, (a), (b), (c) and (d) are the “Work Warranty.”

12.1.2 Work Warranty Period. The Work Warranty shall commence on the Placed in Service Date and shall continue for ten years thereafter (the “Work Warranty Period”).

12.1.3 Correction of Deficiencies.
(a) Subject to Section 12.1.3(b), if any failure or breach of the Work Warranty occurs within ten years after the Placed in Service Date (the “Correction Period”), and Owner provides notice to Contractor of the failure or breach, Contractor will, at its sole cost and expense, immediately repair or replace the Work and Materials, or take all other necessary corrective action to cause the Work to conform to the Work Warranty and remedy all other resultant damage to the Project in accordance with the requirements of this Agreement. (b) If Owner notifies Contractor of a failure or breach of the Work Warranty caused by deficient inverters, data acquisition systems, or any other equipment, if Contractor is the selected O&M service provider for the Project, 46 46 of 843
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Contractor will (i) order replacement equipment within five Business Days after receiving Owner’s notice and (ii) install the replacement equipment within five Business Days after the equipment’s delivery to Contractor in accordance with the terms of the O&M Agreement. If Contractor is not the selected O&M service provider for the Project, Contractor shall reimburse Owner for any portion of the reasonable costs of ordering and installing such replacement equipment that is not paid for by the equipment provider. (c) Contractor and Owner shall conduct a review of the Project 60 Days prior to the expiration of the Correction Period to determine if there are any items to be repaired or replaced prior to the end of the Correction Period.

12.1.4 Limitations of Correction Remedy. Establishment of the period for repair or replacement of Work as described in Section 12.1.3 relates only to the specific obligation of Contractor to repair or replace the Work, and has no relationship to the time within which the obligation to satisfy the Work Warranty may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work.

12.2 Manufacturer Warranties. Owner and Contractor have identified on Exhibit R those Materials that Contractor shall procure with manufacturer warranties longer than the Work Warranty Period (“Manufacturer Warranties”). At the Placed in Service Date, Contractor does hereby irrevocably sell, transfer, assign, convey, set over and deliver to Owner all of Contractor’s rights, title and interest in, to and under the Manufacturer Warranties.

Upon the date on which the assignment takes effect, Contractor will sign such acknowledgements and other documentation that Owner reasonably requests to ensure that such assignment is effectuated.

12.3 Performance Guarantee.

12.3.1 Performance Ratio: Contractor guarantees that the net output for each of the Committed Sites, and of any Optional Sites the Owner authorizes, from the Solar Project in the first two years of operation (from the Placed in Service Date to each of the first two anniversaries of the Placed in Service Date, “Year One” and “Year Two” respectively) shall meet or exceed the First Year Guaranteed Output, and the Second Year Guaranteed Output, respectively, when tested in accordance with the test procedures set forth in Exhibit E (System Testing Protocols).

As set forth in Exhibit E, at the first and second anniversary of the Placed in Service Date, Contractor shall calculate (1) the actual annual output of the Solar Project, (2) the theoretical annual output as determined by PvSyst in Exhibit T (the “PvSyst Output”), and (3) a performance ratio, expressed as the percentage that the actual annual output for the period bears to the PvSyst Output for that period (the “Measured Performance Ratio”). The guarantees set forth in this Section 12.3.1 shall apply only if the System is maintained in accordance with manufacturer and Solar Project requirements and will be calculated as set forth in Exhibit E. The Expected Performance Ratios for Years One and Two are as follows:

Year Expected Performance Ratio
One 90.0%
Two 89.5%

12.3.2 Performance Guarantee Damages:
(a) Subject to Force Majeure Events that impact performance, in the event that the Measured Performance Ratio does not meet or exceed the Expected Performance Ratio, the Parties agree that Owner shall be entitled to liquidated damages due to the lost revenue in an amount equal to (i) the difference between the Expected Performance Ratio for the Year and the Measured Performance Ratio (expressed as a decimal), multiplied by (ii) the product of the Estimated Annual Energy Production and $[Value Of Utility Energy Rate] (“Performance Guarantee Damages”).
(b) The Contractor shall remit any Performance Guarantee Damages, or the amounts specified in subsection (b), within thirty (30) days after receiving the Owner’s invoice. 47 47 of 843
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12.3.3 Performance Guarantee Damages Reasonable; THE PARTIES AGREE THAT IT WOULD BE EXTREMELY

DIFFICULT OR IMPRACTICABLE UNDER THE PRESENTLY KNOWN AND ANTICIPATED FACTS AND CIRCUMSTANCES TO ASCERTAIN AND FIX THE AMOUNT OF ACTUAL DAMAGES THAT WOULD BE SUFFERED DUE TO CONTRACTOR’S FAILURE TO ACHIEVE THE EXPECTED OUTPUT FOR THE PROJECT. THEREFORE, THE PARTIES ACKNOWLEDGE THAT

THE PERFORMANCE GUARANTEE DAMAGES ARE A FAIR AND REASONABLE PRE-ESTIMATION OF THE AMOUNT OF

DAMAGES WHICH WOULD BE SUFFERED BY OWNER FOR SUCH FAILURE, AND THAT THE PERFORMANCE GUARANTEE DAMAGES DO NOT CONSTITUTE A PENALTY.

12.3.4 No Other Warranties/System Performance. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE

WARRANTIES AND PERFORMANCE GUARANTEES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES OF ANY TYPE OR NATURE GIVEN BY CONTRACTOR TO OWNER; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL (I) LIMIT CONTRACTOR’S OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS AND INDUSTRY STANDARDS, (II) LIMIT,

REDUCE, OR DISCLAIM ANY MANUFACTURER OR SUPPLIER WARRANTY, ALL OF WHICH SHALL BE ASSIGNED AND PASSED THROUGH TO OWNER TO THE FULLEST EXTENT PERMITTED; OR (III) DISCLAIM ANY IMPLIED WARRANTIES THAT CANNOT BE LEGALLY DISCLAIMED UNDER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW,

THERE ARE NO IMPLIED WARRANTIES BEING GIVEN BY CONTRACTOR, INCLUDING WARRANTIES OF MERCHANTABILITY, HABITABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

ARTICLE 13

MISCELLANEOUS

13.1 Assignment.

13.1.1 General Prohibition on Assignment. Contractor shall not voluntarily assign its rights nor delegate its duties under this Agreement, or any part of such rights or duties, without the prior written consent of the Owner. Any such assignment or delegation made without such written consent or in violation of the conditions to assignment set out below shall be null and void.

13.1.2 Permitted Assignments. Notwithstanding Section 13.1.1, Owner may, without Contractor’s consent, but with written notice to Contractor: (i) assign this Agreement to (A) any subsidiary, Affiliate or special purpose company formed by Owner or any Affiliate for the purpose of developing and owning the Facility, or (B) a purchaser of all or substantially all of Owner’s assets or Owner’s successor in interest as part of a corporate reorganization, consolidation, take-over, merger or other business combination, or (ii) collaterally assign this Agreement as security to any lender in connection with the Project. A permitted assignee of Owner under this Section 13.1.2 shall be bound by the obligations of this Agreement (upon foreclosure of its security interest in the case of a lender) and shall, upon Contractor’s request, deliver a written assumption of Owner’s rights and obligations under this Agreement to Contractor.

13.2 Entire Agreement; Integration; Exhibits. This Agreement, including the Exhibits attached hereto, which are incorporated by reference, constitutes the entire agreement and understanding between Owner and Contractor with respect to the subject matter hereof and supersedes all other prior agreements and understandings relating to the subject matter hereof, which are of no further force or effect. In the event of a conflict between the provisions of this Agreement and those of the Exhibits, the provisions of the Agreement shall prevail, except that Exhibit A shall prevail over this Agreement pertaining to any issues relating to the Scope of Work.

13.3 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Owner and Contractor.

13.4 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best efforts to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole. 48 48 of 843
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13.5 Notices. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery, and may be sent by overnight delivery or other method with confirmed signature receipt to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

If to Contractor: Staten Solar Corporation
175, Nortech Parkway, San Jose
California 95134,
Email: [email protected]
Phone No: 408-780-2889
ATTN: Chief Financial Officer
If to Owner: City of Laguna Beach
505 Forest Avenue
Laguna Beach, CA 92651
Email:

Phone No:

ATTN:

13.6 Parties’ Representatives. Each Party hereby appoints the respective Person indicated below as its Representative, who, unless otherwise indicated in writing by such Party, will be authorized to represent it in all respects regarding the Agreement:

Contractor’s Representative:

Owner Representative:

Either Party may replace its Representative under this Agreement at any time by providing written notice thereof to the other Party. If, however, the Contractor’s Representative is the Project Manager, then any removal or replacement of that individual must be conducted in accordance with Section 2.11.

13.7 Expenses and Further Assurances. Each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement. Contractor and Owner agree to provide such information, execute and deliver any instruments and documents and take such other actions as may be necessary or reasonably requested by the other Party (at the cost and expense of the other Party) in order to give full effect to this Agreement and to carry out the intent of this Agreement.

13.8 No Partnership or Joint Venture. Contractor and its Subcontractors shall be an independent contractor with respect to any and all Work performed and to be performed under this Agreement, irrespective of whether such Subcontractors are approved by Owner, and neither Contractor nor its Subcontractors, nor the employees or agents of either, shall be deemed to be the employees, representatives or agents of Owner in connection with any matter relating to this Agreement. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership relationship among or between the Parties or any similar relationship, obligation or liability. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, act on behalf of, act as or be an agent or representative of, or otherwise bind or obligate, the other Party.

13.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
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13.10 Counterparts. This Agreement may be executed in one or more counterparts and delivered by electronic means, each of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.

13.11 Survival of Obligations. The expiration or earlier termination of this Agreement shall be without prejudice to the obligations which one Party owed to the other Party hereunder as of the time of such expiration or termination. Provisions of this Agreement which expressly provide for survival shall survive the expiration or termination of this Agreement for the periods of time so noted. The representations and warranties of Contractor contained herein shall survive the execution and delivery hereof and thereof.

13.12 Waivers. No delay or omission by a Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be signed by the Party waiving its rights.

13.13 Confidentiality.

13.13.1 Definition of Confidential Information. The term “Confidential Information” means: (a) proposals and negotiations concerning this Agreement; (b) the terms of this Agreement; (c) the actual invoices billed, and other supporting material provided, to Owner under this Agreement; or (d) information that either Owner or Contractor stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; or (iv) information that the recipient independently developed without a violation of this Agreement. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall limit or impair any obligation that the Owner has under the California Public Records Act.

13.13.2 Duty to Maintain Confidentiality. Contractor and Owner agree not to disclose Confidential Information received from the other to anyone (other than Contractor’s and Owner’s Affiliates, counsel, consultants, lenders, prospective lenders, purchasers, prospective purchasers, investors, prospective investors, contractors constructing or providing services to the Project (including but not limited to Subcontractors), employees, officers and directors who are bound by similar confidentiality restrictions with respect to the disclosure of any such information), without the deliverer’s prior written consent. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient if and to the extent such disclosure is required (a) to be made to the local utility pursuant to the Interconnection Agreements, or to Governmental Authorities by any requirements of Law, (b) pursuant to an order of a court, (c) as required by the California Public Records Act, or (d) in order to enforce this Agreement. In the event a recipient is required by Law or by a court or regulatory agency to disclose Confidential Information, the recipient will, to the extent possible, give the disclosing Party prompt notice of such request so that the disclosing Party may seek an appropriate protective order.

13.13.3 Survival. The Parties’ obligations under this Section 13.13 shall remain in force during the term of this Agreement and for a period of three years after the Final Completion Date, or in the event this Agreement is terminated prior to Final Completion, for a period of three years following the date that such early termination takes effect pursuant to the terms hereof.

13.13.4 Irreparable Injury; Remedies. Contractor and Owner each agree that disclosing Confidential Information of the other in violation of the terms of this Section 13.13 may cause irreparable harm, and that the harmed Party may seek any and all remedies available to it at law or in equity, including but not limited to injunctive relief. 50 50 of 843
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13.13.5 Public Statements. Except as permitted by Section 13.13.2, Contractor may not issue or make any public announcement, press release or statement regarding this Agreement unless such public announcement, press release or statement is issued jointly by the Parties or else approved in writing by Owner. Notwithstanding anything to the contrary in this Section 13.13, Owner may issue or make public announcements, press releases and statements relating to this Agreement and the Project without any restrictions.

13.13.6 Negotiated Terms. The Parties agree that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party

13.13.7 Time is of the Essence. Time is of the essence in the performance of each Parties obligations hereunder, including the performance of the Work in accordance with this Agreement. For the avoidance of doubt, this provision shall not otherwise amend each Party’s obligation with respect to notice and opportunity to cure pursuant to Article 9.

13.13.8 Facsimile or Electronic Delivery. This Agreement may be duly executed and delivered by execution and facsimile or electronic format (including portable document format (pdf)) delivery of the signature page of a counterpart to the other Party. For the avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.

ARTICLE 14

OPERATIONS AND MAINTENANCE

14.1 Contractor O&M Offer. The Parties agree and acknowledge to execution of the Operation and Maintenance (O&M) Contract (Exhibit AA) and shall govern all operational and maintenance activities related to the subject matter of this Agreement.
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[SIGNATURE PAGES FOLLOW]
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Staten Solar Agreement
Solar Project
Draft: ______, 2025
- 37 -
IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

CONTRACTOR: Staten Solar Corporation
By: ___________________________
Name:

Title:

Date: ___________________________
OWNER:

By: ___________________________
Name:

Title:

Date: ___________________________
53 53 of 843
Staten Solar Agreement
Solar Project
Draft: ______, 2025
EXHIBITS:

Exhibit A - Scope of Work
Exhibit B - Site Description
Exhibit C - Payment Schedule
Exhibit D - Milestone Requirements
Exhibit E - System Testing Protocols
Exhibit F - Project Schedule
Exhibit G - Insurance
Exhibit H - Form of Notice to Proceed Certificate
Exhibit I - Form of Interim Completion Certificate
Exhibit J - Form of Mechanical Completion Certificate
Exhibit K - Form of Placed in Service Certificate
Exhibit L - Form of Final Completion Certificate
Exhibit M - Conditional Waiver and Release
Exhibit N - Unconditional Waiver and Release on Final Payment Exhibit O - Owner Approved Equipment
Exhibit P - Reserved
Exhibit Q - Reserved
Exhibit R - Manufacturer Warranties
Exhibit S - Safety and Reporting Checklist
Exhibit T - PVSyst Report
Exhibit U - Reserved
Exhibit V - Plan of the Week Form
Exhibit W- Torque Testing Table
Exhibit X- Reserved
Exhibit Y- Construction Rules and Regulations
Exhibit Z- Reserved
Exhibit AA- O&M Agreement
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A-1

EXHIBIT A

SCOPE OF WORK
Contractor will provide a turnkey photovoltaic solar installation to meet the design criteria of the AHJ, Owner, and any other body or entity whose approval is required for permitting, installation, or Utility interconnection.

The “Solar Project” is:

Particulars Project -1 Project -2
Project Name: Fire Station 2 Fire Station 3
System Location: 285 Agate Street, Laguna
Beach, CA 92651
2900 Alta Laguna Boulevard,
Laguna Beach, CA 92651
System Size (DC kW): 24.20 10.45
System Size (AC kW): 20 10
Type of Structure: Rooftop Rooftop
Expected First Year Energy Production (kWh): 34,914 15,568 Utility: SCE SCE
Expected Solar Module (s): ZnShine Solar 550Wp ZnShine Solar 550Wp Expected Solar Inverter (s): SMA Sunny Boy 10kW SMA Sunny Boy 10kW The Solar Project is referred to in this Agreement as the “Project”.

Contractor will furnish and install data acquisition systems to monitor all electrical power output from the inverters. The AlsoEnergy data acquisition system will meet all contractual requirements.

Racking consists of Carport and Ground Mount designed by licensed and certified CA structural engineer.

Installation will be in accordance with the Owner approved and permitted plans, OSHA regulations, applicable laws and codes, as well as this contract.

Deliverables will be in accordance with Exhibit D and this contract.

Contractor will adhere to Prudent Industry Practices and use UL (or another federally recognized testing laboratory) listed equipment.

Any omissions from the Scope of Work do not release Contractor from its obligation to install a fully functional solar photovoltaic system.

ENGINEERING
A. In all cases, installed components shall carry a nationally recognized NRTL listing for their intended use and application (e.g. – UL, CSA, ETL) and shall be appropriate for the local climate and exposure. All components shall be installed per manufacturer guidelines and in a manner that upholds the manufacturer’s warranty. i. Transformers shall meet or exceed current US Department of Energy transformer efficiency standards, and liquid-filled transformers shall employ biodegradable insulating fluid, Envirotemp FR3 or equal.
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A-2
B. Contractor shall take into account existing Site conditions (including any wetland, waterway, habitat, endangered/threatened species, flood, cultural) or ensure no discretionary Permits are required with respect to soil characteristics, Site clearing, grubbing, grading and drainage in an effort to minimize Site disturbance. Contractor will comply with any Environmental Protection Agency and state environmental laws or statutes that apply to the Project.

C. Contractor shall review the geotechnical study suitable for the System level design work at the Site, and shall take all relevant design and construction measures to accommodate the Site conditions as defined in the report.

D. Contractor shall install power and communications infrastructure within the System to service the Owner DAS. Layout of this infrastructure shall be in accordance with DAS system specification and subject to Owner review and approval.

E. Contractor shall be responsible for coordinating telecommunications service to the System with telecommunications provider, where such coordination is allowed. Where such coordination is prohibited by the telecommunications provider, Contractor shall assist Owner in their coordination efforts with the telecommunications provider. Contractor is responsible for providing Owner with remote access to data (and physical access to the extent provided herein) to the revenue grade meter and Data Acquisition System (as applicable).

F. At a minimum, Contractor shall confirm that the System is constructed in accordance with the most current, locally adopted version of following standards, as applicable. In the case where standards have conflicting requirements, Contractor must notify Owner.

IBC – International Building Code
NEC – National Electrical Code
NETA – National Electrical Testing Association
OSHA – Occupational Safety and Health Act
UL – Underwriter’s Laboratories for all AC equipment when such standards exist IEC – International Electrotechnical Commission
ANSI – American National Standards Institute,
ASTM – American Society for Testing and Materials
ICEA – Insulated Cable Engineers Association
IEEE – Institute of Electrical and Electronics Engineers NEMA – National Electrical Manufacturers Association
NESC – National Electrical Safety Code (if required by AHJ, Incentives, or other governing authorities)
ACI – American Concrete Institute
AISC – American Institute of Steel Construction
ISA – Instrumentation Society of America
All codes and standards required by the local AHJ
G. Contractor shall provide a detailed design package in pdf format. 56 56 of 843
A-3
H. If applicable, Contractor will review and comply with all Environmental Studies, Flood Studies, Cultural Resource Studies, Habitat/Species Studies, Wetlands Studies, Geotechnical Studies, and Surveys for the project.

GENERAL SITE WORK
A. All Work performed must be in accordance with the requirements of the property owner.

B. Site Preparation.

1. Contractor shall provide a plot plan identifying access, egress, laydown and storage areas, and turn-around ratios required for deliveries.

2. Contractor shall provide lay down area that meets relevant codes and standards.

3. Contractor shall be responsible for traffic control, when applicable, stabilized construction entrances, secure entrance gate on temporary fencing.

4. The System, laydown, and storage shall take into account existing Site Conditions.

C. Site Maintenance During Construction.

D. Excavating, Filling and Backfilling.

1. Contractor shall be responsible for performing all operations in connection with underground (or above ground) DC and AC cabling and equipment pads and mounting areas.

2. Contractor shall be responsible for performing all excavation, filling, and backfilling operations for the equipment pads and buildings.

3. Contractor shall be responsible for the collection and containment of spoils during excavation activities. Spoils not used for backfill upon completion of construction are to be disposed of by the Contractor in compliance with all applicable laws, regulations, and codes.

E. Site Restoration.

1. All Site development areas disturbed during construction, including laydown, parking, property owner facilities, and temporary office trailers shall be restored to pre-construction condition or better.

2. Materials shall be installed per manufacturer’s recommendations.

3. Materials shall be installed suitable to seasonal conditions.

4. Contractor shall leave the Site in the same or better condition that what was found at the commencement of construction. Areas affected by construction will be cleaned of all construction materials and stabilized against erosion. Contractor shall repair and replace any affected buildings or property and leave them fully operational to the satisfaction of the Owner’s representative.

GENERAL AND TEMPORARY CONSTRUCTION FACILITIES
A. Temporary Facilities & Utilities

1. Contractor shall be responsible for establishing and maintaining all restroom, office and meeting areas for the duration of the construction and commissioning portion of the Project.

2. Contractor shall provide temporary facilities consisting of washing stations and sanitary facilities.

3. Contractor shall maintain on-site dumpsters and personnel to maintain a clean and rubbish free work site.

4. Contractor shall provide temporary electrical services for its use during construction and consumption costs shall be paid by Contractor.
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A-4

5. Contractor shall be responsible for connecting to existing site water source for its use during construction for drinking, personal/equipment washing and dust suppression.

6. Contractor shall fix, at his own expense all damaged pavement, utility lines, concrete, buildings, property, and landscape that is damaged as a result of construction activities at an equal or better condition that existing prior to operations.

ELECTRICAL INSTALLATION
A. Cable runs shall be clearly identified on as-built red-lines, using GPS coordinates when available. All materials shall be identified and listed for their application and installed according to manufacturer’s instructions. All terminations shall be made to manufacturer’s torque specifications.

1. DC System Wiring.
i. String wiring shall be rated 1500VDC or 1000VDC 90°C (wet or dry), UV resistant, copper wire, rated USE-2 or PV-Wire per UL 4703. Combiner box output circuits shall be aluminum or copper, RHW-2 or XHHW-2, rated for the applicable maximum system voltage.
ii. All conduits at high level under carports will be EMT. iii. Exposed cables shall be marked as sunlight resistant, employ thermoset insulation, and outdoor rated.
iv. Series string connections between modules will be via latching or locking connectors factory-supplied with modules. Where required, additional wiring may be added using conductor and connector types of at least equal specification to factory-installed wire leads.
v. All single-conductor DC cabling shall be run along mounting structure with appropriate intermediate supports.
vi. All DC conductors shall be continuous without splicing between connection points. vii. Direct burial conductors shall be permitted. Where used, such conductors shall be of a type identified for such use and installed according to all applicable code requirements and manufacturer’s instructions.
viii. Where conductors are installed underground using trenching method, a detectable marker tape shall be placed 12” below grade continuously over the conductors. Trench bedding shall be adequate to prevent damage to the conduits and conductors. ix. Total DC voltage drop from modules to inverter shall not exceed 1.05%, calculated as a system-wide average. Total voltage drop from any string to any inverter shall not exceed 2.0%.

2. AC System Wiring
i. All conductors, lugs and cable accessories shall be UL listed. Conductors may be stranded copper or aluminum.
ii. For less than 600 volts, system wiring installed in raceways shall be type minimum THHN/THWN-2, XHHW-2, or as required by applicable codes. iii. Conductors shall be type MV90 or equal (dry or wet) single compact conductor, aluminum, 100% or 133% TRXLP or EPR insulation, with concentric neutral. iv. All below grade conduit shall be PVC schedule 40.
v. Exposed cables shall be marked as sunlight resistant, employ thermoset insulation, and outdoor rated. Direct burial conductors shall be permitted. Where used, such conductors shall be of a type identified for such use and installed according to all applicable code requirements and manufacturer’s instructions. vi. Where conductors are installed underground using trenching method, a detectable marker tape shall be placed 12” below grade continuously over the conductors. Trench bedding shall be adequate to prevent damage to the conduits and conductors. vii. Conduit sleeves in and out of the transformers shall be provided. 58 58 of 843
A-5
viii. Termination of aluminum conductors shall be made according to manufacturer’s instructions and employ a suitable antioxidant compound. ix. Total AC voltage drop from inverters to the point of interconnection shall not exceed

0.8%, calculated as a system-wide average (0.1% for the 800VAC nominal portion, 1.5% for the 480VAC nominal portion). Total AC voltage drop from any inverter to the point of interconnection shall not exceed 2%.

3. Grounding.
i. Grounding electrode system shall be per NEC and local code. ii. Equipment grounding conductors shall be routed with the phase conductors. iii. All below grade connections shall be exothermic and UL listed for direct burial applications.
iv. Transformers and inverters units shall be bonded to the ground ring.

4. Labeling and Identification.
i. For diagnostic and troubleshooting purposes, all strings, sub-arrays, equipment and conductors shall be uniquely tagged and identified, with such identification indicated on the record construction drawings.
ii. All electrical equipment shall be clearly identified and labeled according to applicable codes and requirements.
iii. Equipment shall include arc flash labels as required by NFPA 70E, NEC 2017 110.16 (A), and NEC 2017 110.16 (B). Arc flash labels for equipment labeled at or over 1200A will include 1) the nominal system voltage, 2) the available fault current at the service overcurrent protection device 3) the clearing time of service overcurrent protective devices based on the available fault current at the service equipment, and 4) the date the label was applied.
iv. Perform an arc flash study with ETAP software and apply NFPA70E compliant labels with the below information on all electrical components from DC disconnects to POI:

5. Electrical Equipment Enclosures.
i. Control Cabinets, inverters, transformers, pull-boxes and junction boxes, when utilized, shall be in accordance with NEMA Standards and shall be suitable for the application. ii. All enclosures shall be provided with pad locking provisions or equivalent. 59 59 of 843
Staten Solar Agreement
Solar Project
Draft: ______, 2025
B-1

EXHIBIT B

SITE DESCRIPTION
Particulars Project -1 Project -2
Project Name: Fire Station 2 Fire Station 3
System Location: 285 Agate Street, Laguna
Beach, CA 92651
2900 Alta Laguna Boulevard,
Laguna Beach, CA 92651
System Size (DC kW): 24.20 10.45
System Size (AC kW): 20 10
Type of Structure: Rooftop Rooftop
Expected First Year Energy Production (kWh): 34,914 15,568 Utility: SCE SCE
Expected Solar Module (s): ZnShine Solar 550Wp ZnShine Solar 550Wp Expected Solar Inverter (s): SMA Sunny Boy 10kW SMA Sunny Boy 10kW Facility and System Layout Attached at Annexure-1
to Exhibit B
Attached at Annexure-2 to
Exhibit B
First Year Guaranteed Output - Expected
Performance Ratio (PR): 90.00% 90.00%
Second Year Guaranteed Output - Expected
Performance Ratio (PR): 89.50% 89.50%
Notes for Equipment Make/Specification: It is important to note that equipment makes and models are subject to change based on market availability at the time of procurement. In such cases, any replacements will be chosen to be at least similar or superior in technical specifications and warranty terms and approved by the Owner prior to procurement.
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DM_US 197337009-6.118690.0011
Annexure-1 to Exhibit B
(System Layout – Fire Station 2)
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DM_US 197337009-6.118690.0011
Annexure-2 to Exhibit B
(System Layout – Fire Station 3)
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Staten Solar Agreement
Solar Project
Draft: ______, 2025
C-1

EXHIBIT C

PAYMENT SCHEDULE
The Project Price as of the effective date of this Agreement shall be equal to the aggregate amount set forth below as The Total Project Price:

Sr.

No. Site Name Solar Size (kW-DC) Solar EPC Price ($)
1 Fire Station 2 24.20 $ 94,090.00
2 Fire Station 3 10.45 $ 47,363.00
Total Project Price: $ 141,452.00
The Project Price shall be due and payable in the following percentages of the Project Price upon achievement of the following milestones:

1. 20% upon execution of the Master and EPC Agreements for design and engineering

2. 20% upon placing orders of Modules, Inverters

3. 10% upon receipt of all permits required for construction of the Project

4. 20% upon achieving Mechanical Completion

5. 20% upon achieving Substantial Completion

6. 10% upon achieving Final Completion
The Contract Price is based on the below assumptions and exclusions:

Assumptions

1.0. All taxes are enforceable on Contractor.

1.1. With respect to rooftop Solar Projects only, building can support a solar array with no additional structural upgrades or mechanical attachments necessary.

1.2. Underground conditions allow for standard carport foundation sizing and installation, boring for electrical conduit lines, and trenching or digging required for the scope of work.

1.3. [Reserved]

1.4. If the Project is delayed for PV Construction solely due to the Owner’s actions and such delay results in additional costs arising from changes to California prevailing wage requirements, then pricing may be adjusted only to the extent reasonably necessary to comply with those requirements. Any adjustment shall be mutually agreed upon and supported by documentation, if applicable.

1.5. Project pricing is based on Contractor CAD designs for the PV Systems and carports layouts provided in Exhibit T of this Agreement. Any changes to the carport locations will be adjusted via a change order.

1.6. Final location of new main service panel and utility transformer location is priced per Exhibit T of this contract. Any changes to the main service panel and utility transformer location will be adjusted via a change order.

1.7. Building/electrical/fire permit fees are estimated & included.

1.8. Restriping and signage for ADA are included in project scope. Any additional upgrades required to the property due to ADA shall be adjusted via a change order.

1.9. [Reserved]
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1.10.Assumed that all equipment will be delivered to site, if equipment is delivered to a storage facility, then the cost of storage and redelivery to site will be the responsibility of Owner.

1.11. If crossing an existing easement is required, then any additional cost to perform work in any other manor than standard, will result in a change order to Owner.

1.12. Lighting to be added under carports.

1.13.O&M cost not included in above project price. The O&M cost is provided separately in Exhibit AA (if applicable).

1.14. Each site will follow the payments milestone separately based only on its status.

1.15. Pricing includes sales tax and permit fees.

1.16. Payment and Performance Bond and Insurance included.

1.17. The Owner will retain ownership of all environmental attributes of the energy systems (Renewable Energy Credits (RECs), Carbon Credits, etc.)

1.18.Underground conditions allow for standard foundation sizing and installation, boring for electrical conduit lines, and trenching or digging required for the scope of work.

1.19. Project pricing is based on designs for the PV Systems and location provided in RFP documents. Any changes to the location may be adjusted via a change order.

1.20.No electrical panel upgrades included. Main meters are adequately sized and have available space for connection of PV generation.

1.21.Unless otherwise stated, all systems will interconnect into a 480V AC 3-Phase service.

1.22.Array areas shown on project site maps are representative and not exact layouts.

1.23.All pricing should be based on standard work hours of Monday – Friday 8:00 AM to 5:00 PM.

1.24.Assumed that all equipment will be delivered to site, if equipment must be delivered to a storage facility, then the cost of storage and redelivery to site will be the responsibility of Owner.

1.25. If crossing an existing easement is required, then any additional cost to perform work will result in a change order to Owner.

1.26. The proposed system sizes may exceed the requested power (kW) requirements, and the inverter power rating may be derated to lower ratings in alignment with project criteria, utility requirements and AHJ regulations.

1.27.Notes about Equipment Make: It is important to note that equipment makes and models are subject to change based on market availability. In such cases, any replacements will be chosen to be at least similar or superior in technical specifications and warranty terms and approved by the Owner prior to procurement.

Exclusions

1.1. The following products and services are expressly excluded from the Work:

1.1.1. Utility costs for new service, distribution/substation upgrade fees, or any utility study fees beyond the initial application fee.

1.1.2. Any upgrades to existing site services.

1.1.3. Payment and Performance Bonds.

1.1.4. Buy American, American Made, or American Recovery and Reinvestment Act certified components. Contractor shall, at Owner’s request, price a Domestic-Content compliant option and provide supply-chain affidavits sufficient for the IRC § 48(x) domestic-content adder.

1.1.5. Moving or relocating any personal property belonging to any Person that is not Contractors or a Contractors subcontractor or supplier.

1.1.6. On-site licensed professional engineer.
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1.1.7. Overtime work, or work performed outside of Contractors standard working hours of 8 AM – 5PM Monday through Friday.

1.1.8. Painting of conduit or equipment.

1.1.9. Groundwater abatement.

1.1.10. Bird, rodent, and insect abatement.

1.1.11. Removal or remediation of hazardous waste.

1.1.12. Removing or repairing rot or insect infestation.

1.1.13. PV module cleaning.

1.1.14. Backup, or temporary power for existing electrical system.

1.1.15. Temporary water for backfilling and as needed for other construction activities.

1.1.16. SWPPP, grading plans/permit, tree removal permits, or any other permits required other than standard building, electrical and fire permits.

1.1.17. Lightening grounding equipment.

1.1.18. Backup generator power for use during interconnection shutdown.

1.1.19. Traffic control.

1.1.20. All conductors, transformers, and pole work, as required, is by the utility and not the contractor.

1.1.21. Any grading or re-paving required for ADA compliance.

1.1.22. Crossing any roads for utility conduit installation and associated encroachment permits.

1.1.23. Any fees or preparation and recording of documents required to cross existing easements.

1.1.24. Removal of any existing abandoned structures, conduits, pads etc.

1.1.25. Off-site Storage fees.

1.1.26. Environmental studies.

1.1.27. Renewal license fee payable for the SCADA.

1.1.28. Any roof repair, replacement or modification.
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D-1

EXHIBIT D

MILESTONE REQUIREMENTS
Limited Notice to Proceed (LNTP) for the Solar Project includes each of the following tasks:
1) Interconnection Application & Preliminary Drawings
a. Interconnection Study:
i. Provide the necessary information and submit utility applications for the Project and participate in any special studies required by the utility to complete the interconnection approval process.
ii. Notwithstanding anything to the contrary in this Agreement, Owner will be responsible for any utility study fees beyond the initial application fee, or utility costs associated with new service implementation costs or mitigation work. If required, Contractor will submit a Change Order in accordance with Section 6.1.1, herein. b. Provide copies of interconnection application preliminary drawings including CAD site plan showing solar array and major equipment locations, as well as a single line drawing. 2) Due Diligence – Solar Project
a. Rooftop Solar Due Diligence (delete if not a roof project):
i. Perform Site survey to determine roof dimensions and identify existing equipment/obstructions.
ii. Update preliminary design as required to include shading analysis, system layout, system size and production estimates.
iii. Submit Array design to racking manufacture for approval. iv. Verify roof attachment methodology (as required) including identification of self-drilling screws or another fastener as required.
v. Obtain roof structural feasibility report from Professional Engineer, registered in California, approving the roof for the design array weight distribution (seismic, wind, and loading, as required).
b. Roof Warranty (delete if not a roof project):
i. identify any additional costs required to maintain existing roof warranty, if required. c. Carport Solar Due Diligence (delete if not a carport project):
i. Perform line locating (private and utility), and geotechnical investigation necessary to confirm array foundation design.
ii. Confirm with carport structural Engineer, registered in California, the foundation design for the arrays based on the geotechnical investigation report, and specific site carport layout.
iii. Perform an on-site survey by a registered surveyor and obtain a current title report to determine site boundaries, easements, setbacks, or potential conflicts with existing underground utilities.
iv. Update preliminary design as required to include shading analysis, system layout, system size and production estimates.
v. Submit Array design to carport manufacturer for approval (as required). 66 66 of 843
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d. ADA Parking Due Diligence
i. Perform review of existing parking lot parking scheme by an Architect to confirm compliance with local jurisdiction requirements.
ii. Review new solar preliminary designs to confirm the quantity of new ADA parking stalls that need to be installed to comply with local jurisdiction requirements after installation is completed.
iii. Provide preliminary design for new ADA requirements. 3) Permit Ready Plan Set:
a. 30% Design
i. Include final carport/roof layout and dimensions to be approved by Owner. ii. Include optimal location for inverters and other main electrical equipment and confirm locations with Owner.
iii. Determine final locations of new incoming service main switchgear, approved by Owner. iv. Provide final main switchgear design for approval by Owner, and for procurement as needed.
v. Determine need for any additional required electrical components (transformers, disconnects/switches, breakers, panels, etc.) necessary to interconnect the systems to the utility power grid via a new incoming electrical service. vi. Verify the quantity of existing trees and light poles to be removed as required for construction of the systems. Currently we have included for 0 trees to be removed, and 0 light poles to be removed.
b. Final Design, Permitting and Utility Interconnection Agreements i. Prepare final Architectural site plan incorporating Carport layout and final design for ADA parking upgrades as required.
ii. Prepare final Electrical drawings, including array string layouts. iii. Prepare final array Structural drawings or other drawings necessary for permitting, including equipment pad designs.
iv. Professional Engineer, registered in the Project State, to provide stamped electrical calculations and associated drawings.
v. Professional Engineer, registered in the Project State, to provide stamped structural calculations and associated drawings.
4) Remaining LNTP Tasks Prior to NTP:
a. Permitting:
i. Prepare and submit required permit applications to the local AHJ. ii. Revise plan set as required following initial permit review from the local AHJ and submit for final approval.
iii. Obtain approval and final building/electrical permits required to begin construction. b. Utility Interconnection Agreement:
i. Submit Owner signed utility Interconnection Agreement to utility. ii. Owner to submit financial responsibility or payment, as needed for utility to begin the design and implementation of the new electrical service. 67 67 of 843
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c. Procurement of Major Equipment:
i. Obtain necessary documentation signed by Owner to approve procurement of equipment by Contractor, to include advanced payment for deposit payments to vendors, as required. Also, to include any potential cancellation or restocking fees, should the equipment later need to be cancelled due to equipment specification changes, equipment quantity changes, or the project not moving forward. ii. Coordinate with all parties to arrange for mutually agreeable equipment delivery dates and times. If the equipment is required to be delivered to storage, then additional storage fees will apply at Owners expense.
d. Construction Logistics Plan:
i. Determine work plan; including roof-loading plan, day of week and time to perform, area to be roped off for safety, including location of hoisting equipment as required. ii. Determine a location for on-site laydown and storage of materials and equipment. iii. Determine location of storage trailer and/or site construction trailer. iv. Determine site security requirements and plan for compliance to minimize impact to production.
v. Determine location and plan for other necessary facilities (e.g. porta johns, dumpsters) vi. Determine requirements and layout for temp fencing to be erected during construction work on site.
e. LNTP Close Out:
i. Contractor will submit the following items to the Owner for review:
ii. Complete list of any additional or amended scope items identified during the above LNTP process (if any), along with a change order request outlining the added or deducted costs associated with each (if needed).
iii. Permitted plan set including necessary stamps confirming AHJ approval and a copy of the building/electrical/fire permits issued by the AHJ for the project. iv. Updated project schedule and extension of time change order, as required, to adjust guaranteed dates based on issue of permit date and any unforeseen delays due to material procurement.
v. Final Utility drawings from Owner.
"Notice to Proceed" means that each of the following has been achieved in accordance with Prudent Industry Practices and the other requirements of this Agreement with respect to the Solar Project:
(A) Final engineering is complete inclusive of all required engineering stamps, including, but not limited to electrical and structural engineering stamps. Contractor has submitted to Owner stamped structural engineering calculations specific to the solar improvements to the Site (load, lift, shear, seismic, wind, or other applicable calculations). All structural engineering calculations must be provided in the form of a full engineering report analyzing the structural integrity of the racking, soil, existing buildings, or any foundational structures, as applicable. This report must be produced by a certified professional structural engineer and include signatures and stamps. For the avoidance of doubt, Contractor will be required to procure structural calculations, including all foundation structural calculations (for ground mount projects) and canopy structural 68 68 of 843
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calculations (for solar canopy projects) even if structural calculations and/or stamps are not required by the AHJ;
(B) Permit approval from local AHJs and copy of all Permits and permitted and approved drawings and plans (with AHJ stamps) delivered to Owner. Contractor has delivered to Owner a version of the plans that are stamped by both structural and electrical engineers and have "Issued for Construction" on the cover page;
(C) Interconnection application filed with utility company and copy delivered to Owner, and Interconnection agreement filed with and approved by utility company, signed by property owner, and copy delivered to Owner;
(D) Final Project Schedule reviewed and approved by Owner; (E) Contractor has delivered to Owner a PVSyst report or HelioScope report and Owner has verified its production estimation;
(F) Reserved;
(G) Contractor has assisted Owner's third party vendors with all site inspections; (H) Contractor adds Owner as additional insured and subrogation waived to all required insurance policies, including, but not limited to Exhibit G, certificate and endorsements supplied to Owner.

Contractor has assisted Owner with procuring all documentation necessary for Owner to secure a title insurance policy acceptable to Owner;
(I) Applications and approvals for tax incentives and RECs available to Owner in connection with the Project delivered to Owner;
(J) OSHA compliant Site and Safety plan delivered to Owner, and copy of Contractor EMR delivered to Owner;
(K) Owner has been delivered photographs of existing main service panel, subpanels involved in the installation process, utility transformer (if referenced in approved permit drawings), AC disconnects, trenching zones, existing rooftops (for roof mounted arrays), and proposed locations for new electrical equipment to be attached to existing structures. All electrical photos should come with clear depictions of the ratings and brands; (L) Contractor has delivered to Owner the Geotechnical Report (specific to the solar improvements and other project improvements to the Site) completed and stamped by licensed engineering geologist or geotechnical engineer, if applicable;
(M) For rooftop installations, Contractor has procured a warranty inspection and verification, roof condition assessment (age, remaining roof life, pre-existing structural defects or damage), and commitment from inspector to provide a Mechanical Completion inspection and warranty recertification from warranty provider;
(N) Contractor has completed a Notice to Proceed checklist, in the form of Exhibit H, documenting the achievement of Notice to Proceed to the satisfaction of the Owner, and has delivered a copy of the same to Owner;
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(P) Contractor has delivered to Owner written permission for encumbrance of any easement encumbrance from easement grantee for all easements encumbered upon by installing or operating the solar system;
(Q) Contractor has delivered to Owner a Bill of Materials inclusive of all required materials for the Project;
(R) Written Notice from Owner delivered to Contractor, specifying the Commencement Date; (S) Contractor is ready to mobilize to the Site and begin Work within 10 Business Days of milestone approval;
(T) Reserved;
(U) Reserved; and
(V) Contractor has delivered to Owner, within three Business Days after receiving payment, executed lien releases using either (i) the forms attached as Exhibit M and Exhibit N to this Agreement or (ii) other forms approved by Owner. Contractor's lien releases must include a conditional release of liens and claims for the Work that is subject to the current invoice and an unconditional release for all Work performed through the date of all prior payment periods. "Interim Completion" means that each of the following has been achieved in accordance with Prudent Industry Practices and the other requirements of this Agreement with respect to the Solar Project:
(A) All modules, inverters, racking, and energy storage for the System have been delivered to the Site. Project Manager has notified Owner representative and supplies adequate evidence including, but not limited to, packing lists, serial numbers, delivery receipts, purchase invoices for major equipment, photographs of all modules, inverters, and racking, or other evidence of delivery to the site;
(B) For roof mounted systems, racking has been completely installed. For carport systems, carports are completely installed;
(C) Contractor has delivered to Owner the bill of materials for racking inclusive of all racking material delivered to site;
(D) [Reserved];
(E) Photographic evidence of undamaged equipment with equipment labels and evidence of storage facilities; Owner has been delivered photos of safety equipment on site, fences around the Site, CAUTION or DANGER tape where required by the Site and Safety Plan, warning signs, and material storage facilities;
(F) Delivery of all progress logs inclusive of safety and reporting requirements in Exhibit S and Exhibit V and Certified Payroll Report (for prevailing wage projects). Reports pursuant to Exhibit S must include an explanation and supplementary documentation if there is a safety issue/occurrence or a material/economic change to the Project or Project Schedule; (G) Contractor has completed an Interim Completion checklist, in the form of Exhibit I, documenting the achievement of Interim Completion to the satisfaction of the Owner, and has delivered a copy of the same to Owner; and
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(H) Contractor has delivered to Owner, within 24 hours of receiving payment, executed lien releases using either (i) the forms attached as Exhibit M and Exhibit N to this Agreement or (ii) other forms approved by Owner. Contractor's lien releases must include a conditional release of liens and claims for the Work that is subject to the current invoice and an unconditional release for all Work performed through the date of all prior payment periods. "Mechanical Completion" means that each of the following has been achieved in accordance with Prudent Industry Practices and the other requirements of this Agreement with respect to the Solar Project:
(A) Project Manager has notified Owner representative and supplies adequate evidence including, but not limited to, packing lists, delivery receipts, purchase invoices for major equipment (not previously provided), photographs of all modules, inverters, transformers, combiner panels, and racking, or other evidence of delivery to the Site;
(B) The installation of photovoltaic modules, racking, inverters, DC combiner boxes, DC wiring, AC wiring up to and including the AC disconnect and other necessary equipment to mechanically install the System onto the Project facility (rooftop, carport, ground, as applicable); (C) Contractor has completed a Mechanical Completion checklist, in the form of Exhibit J, documenting the achievement of Mechanical Completion to the satisfaction of the Owner, and has delivered a copy of the same to Owner;
(D) Either (i) Contractor confirms the system is not capable of producing power via lock out tag out (LOTO) of the solar system disconnect or (ii) Final interconnection wiring between main service panel and main solar system disconnect has not been installed; (E) Roof manufacturer's warranty inspector certifies roof warranty remains in effect post system installation;
(F) Delivery of all progress logs inclusive of safety and reporting requirements in Exhibit S and Exhibit V as well as Certified Payroll Report (for prevailing wage projects). Reports pursuant to Exhibit S must include an explanation and supplementary documentation if there is a safety issue/occurrence or a material/economic change to the Project or Project Schedule; (G) Contractor has delivered to Owner the DAS Single Line Diagram or the manufacturer approved configuration selected for the installation;
(H) Photographic or video evidence of trenching with conduit runs exposed, pier holes before fill, grounding coils before pier installation, welds for carport structures, flashing and sealing for flush mounted arrays, TPO welds for ballasted system penetrations, roof protection (if required) for ballasted systems, underside of all arrays, up close photo of panel attachments, grounding between the modules and inverters, installed rail end caps, and roof reinforcements (if required by structural engineer);
(I) Contractor provides written confirmation that they have inspected the underside of all penetrated roof surfaces, where possible, and verified the roof is free of damage and has been properly sealed. Contractor has provided photographic evidence of underside of roof surfaces where possible;
(J) Photographic evidence of undamaged equipment with equipment labels and evidence of storage facilities; Owner has been delivered photos of safety equipment on site, fences around the Site, CAUTION or DANGER tape where required by the Site and Safety Plan, warning signs, and material storage facilities. Photographic or video evidence of balance of system, combiner 71 71 of 843
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boxes, DC disconnects, modules, inverters, racking, DC conduit runs, concrete foundations, and all installed wiring;
(K) Contractor has provided photographic or video evidence of all work that will not be accessible to inspectors, Owner's Project Manager, or Independent Engineer at a later date. This includes all conduit penetrations, concrete/cement pours, roofs under flush-mounted panels, trenches, and attic wiring;
(L) Contractor has (i) assisted Owner with a site visit to verify installation and to generate a Punchlist, and (ii) completed the Punchlist Items, and provided any photographs or video reasonably requested as evidence of completion;
(M) Contractor has completed any work or improvements required by or pursuant to the American Disabilities Act (for parking structures only, or as required by the AHJ/permitted plans); (N) Contractor has delivered to Owner written approval from easement grantee(s) stating the work or operations completed or done in the easement(s) fulfills grantee's encumbrance requirements. Contractor has delivered to Owner finalized written permission and approval for any and all encumbrance(s) effective for 25 years or the lifespan of the system, whichever is greater;
(O) Contractor has torque-tested the module and inverter landings and lugs and has made torquemarks on the landings and lugs that passed the test. Torque will be within 1 ft x lb of manufacturer specified torque ratings per the installation manual for mechanical bolts and within 1 in x lb for AC wire terminations. Contractor has delivered to Owner photos of torque marks on module attachments and purlin to beam attachments reasonably requested by Owner.

Contractor has delivered to Owner the signed torque value table in Exhibit W; and (P) Contractor has delivered to Owner, within three Business Days after receiving payment, executed lien releases using either (i) the forms attached as Exhibit M and Exhibit N to this Agreement or (ii) other forms approved by Owner. Contractor's lien releases must include a conditional release of liens and claims for the Work that is subject to the current invoice and an unconditional release for all Work performed through the date of all prior payment periods. "Placed in Service" means that each of the following has been achieved in accordance with Prudent Industry Practices and the other requirements of this Agreement with respect to the Solar Project:
(A) Achievement of Mechanical Completion and all conditions thereto; (B) All Equipment, Materials, Owner Furnished Equipment have been installed, grounded, insulated, protected, calibrated, and tested in accordance with the manufacturer's requirements, technical specifications, and testing parameters set forth in Exhibit A and Exhibit E. Project can be used safely in accordance with this Agreement, the Interconnection Agreements and Law. Project has been interconnected with the grid pursuant the Utility's interconnection requirements and the Interconnection Agreement. All work required for Project to be placed into commercial operation, including startup and commissioning, has been completed. Project is capable of commercial operation as certified in writing by Owner, in the form of a Placed in Service certificate, and approved by Owner;
(C) The DAS System and weather station (AlsoEnergy) are installed in accordance with the System's manufacturer's requirements and are fully functional and accessible by Owner and the utility 72 72 of 843
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company (if applicable) via the internet. DAS has been wired using dinectors instead of wire nuts where possible. The Data Acquisition System must include, at minimum, a wireless cell modem (with a 5 year minimum term for device monitoring, acquisition, and maintenance), inverter level monitoring, a data sample interval of less than 3 minutes, agency reporting, a 5 year minimum cell modem data plan, revenue-grade meter, weather station with pyranometer and module temperature sensor, and a NEMA 4 enclosure;
(D) Contractor has complied with its obligations pursuant to Section 2.2.3(a); (E) Contractor has completed a Placed in Service checklist, in the form of Exhibit K, documenting the achievement of Placed in Service to the satisfaction of the Owner, and has delivered a copy of the same to Owner;
(F) Legal title and control over the underlying PV System and any energy storage been conveyed to the Owner;
(G) All affirmative inspections, approvals, licenses and permits needed to operate the underlying PV System and generate electricity have been obtained (including, if applicable, completion of (i) the AHJ inspection (i.e., the electrical permit sign-off and the building permit sign-off) and (ii) the utility inspection (i.e., the utility witness test and receipt of Permission to Operate letter), each pursuant to this Agreement);
(H) The underlying PV System has Produced Meterable Quantities of Electricity other than test energy;
(I) As-Builts, inclusive of (i) final system plan sets with all modifications from permitted plan sets clearly identified, (ii) "As-Builts" clearly labeled on all pages of plan set, and (iii) signed and dated by Contractor-authorized signatory whose name is clearly printed, delivered to Owner. If changes are made that affect the structural integrity of the Project or invalidate the professional engineer's work, the changes must be recertified, recalculated, and the new work stamped by a professional engineer;
(J) Owner has been delivered photographic or video evidence of filled trench, all warning labels required in the permitted plans, arc flash labels, point of interconnection, over-current protection devices with clearly legible ratings, AC disconnects, AC conduit runs, Data Acquisition system with wiring that matches DAS single-line, weather station, new transformer (if required), fully sealed conduit penetrations (for roof mounted arrays), AC combiner boxes, AC wires showing wire type, equipment grounding conductor and attachment points, and grounding electrode conductors and attachment points. Contractor has delivered to Owner at least two photos of each completed array with the top side of the modules visible to be used for marketing purposes;
(K) All Interconnection documents received from the utility company have been delivered to Owner, including but not limited to, signed Permission to Operate letter or notice, fully executed Interconnection/Net Energy Metering Agreement, and any other documents issued by the utility company confirming Permission to Operate and approved system size; 73 73 of 843
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(L) Contractor has provided photographic or video evidence of all work that will not be accessible to inspectors, Owner's Project Manager, or Independent Engineer at a later date. This includes all conduit penetrations, concrete/cement pours, roofs under flush-mounted panels, trenches, and attic wiring;
(M) Delivery of all weekly progress logs inclusive of safety and reporting requirements in Exhibit S, Exhibit V, and Certified Payroll Report (for prevailing wage projects). Reports pursuant to Exhibit S must include an explanation and supplementary documentation if there is a safety issue/occurrence or a material/economic change to the Project or Project Schedule; (N) Contactor has assigned all of the Manufacturer Warranties to Owner pursuant to Section 12.2.

All Warranties have been registered, or Owner is provided instructions to register warranties; (O) Contractor has (i) assisted Owner with a site visit to verify installation and to generate a Punchlist, and (ii) completed the Punchlist Items, and provided any photographs or video reasonably requested as evidence of completion;
(P) Contractor has obtained all Permits and confirmation of enrollment in incentive programs including California's Self-Generating Incentive Program and the Low Carbon Fuel Standard program;
(Q) Contractor has completed Megger testing of all buried cable, and provided testing document from battery supplier (if available): and
(R) Contractor has delivered to Owner, within 24 hours of receiving payment, executed lien releases using either (i) the forms attached as Exhibit M and Exhibit N to this Agreement or (ii) other forms approved by Owner. Contractor's lien releases must include a conditional release of liens and claims for the Work that is subject to the current invoice and an unconditional release for all Work performed through the date of all prior payment periods. "Final Completion" means that each of the following has been achieved in accordance with Prudent Industry Practices and the other requirements of this Agreement with respect to the Solar Project:
(A) Contractor has delivered to Owner the O&M Manual, including, but not limited to final specification sheets, installation manuals, equipment serial numbers, certificates of compliance, fuse and breaker list, site critical tools and spares, site access protocol and contact information, etc. warranty registration documents, commissioning, Permission to Operate letters, As-Built drawings, DAS login information, cover letter on EPC letterhead, all documentation required for Owner to show compliance with Investment Tax Credit at stated value, etc.; (B) Achievement of Placed in Service and all conditions thereto continue to be satisfied, Achievement of the Startup and Commissioning Completion and all conditions thereto continue to be satisfied;
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(C) Contractor has complied in all material respects with the provisions of Section 2.2 provided that any requests for Contractor's cooperation in connection therewith were made by Owner at least ten Business Days prior to the date that the Owner acknowledges (in writing) receipt of the Exhibit L Final Completion Certificate;
(D) Contractor has delivered to Owner all final lien releases and waivers, and has discharged all liens, as required pursuant to Section 3.2.2;
(E) Delivery of all progress logs inclusive of safety and reporting requirements in Exhibit S, Exhibit V, and Certified Payroll Report (for prevailing wage projects). Reports pursuant to Exhibit S must include an explanation and supplementary documentation if there is a safety issue/occurrence or a material/economic change to the Project or Project Schedule; (F) Completion of all Work, including all approved Change Orders, that is required under the terms of this Agreement, in accordance with the requirements of this Agreement; (G) Contractor has (i) assisted Owner with a site visit to verify installation and to generate a Punchlist, and (ii) completed the Punchlist Items, and provided any photographs or video reasonably requested as evidence of completion;
(H) Contractor has completed a Final Completion checklist documenting the achievement of Final Completion, and has delivered a copy of the same to Owner. Owner has issued a certificate to Contractor certifying satisfaction of Final Completion; (I) Contractor has reasonably cooperated with and assisted Owner in the preparation and submittal of all documents required under this Agreement to achieve Final Completion; (J) Any Contractor provided training program requested by Owner for Owner's operation and maintenance personnel is complete;
(K) Contractor has delivered to Owner updated Project cost breakdown; (L) Commissioning, AHJ inspection, utility inspection, and Solar Subsidy Inspection are all complete; (M) Contractor has submitted to Owner, within 24 hours of receiving final payment, final unconditional lien releases in the form of Exhibit N or another form approved by Owner, and written confirmation from Contractor or its Subcontractors that all Subcontractors have been paid in full and no liens are pending;
(N) Contractor has completed a final walkthrough to ensure the system has not undergone any abnormal wear and tear during the preceding month and all hardware is functioning as intended.

Contractor has completed a thorough site clean-up and delivers to Owner photographic evidence of job site clear of debris and construction equipment; (O) All required Subcontractor Work has been completed, in accordance with the Specifications and the commercial obligations set forth in the Agreement between the Parties; 75 75 of 843
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(P) Contractor has reasonably cooperated with and assisted Owner in the preparation and submittal of all documents required under the Agreement between the Parties, in order to achieve Final Completion.
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E-1

EXHIBIT E

SYSTEM TESTING PROTOCOLS
Upon completion of the installation and electrical inspection, and prior to field verification by the utility company, Contractor will carry out the following PV System installation & commissioning checks and then, following utility company field verification, run the acceptance evaluation test as set forth in Sections E and F below. Testing representative will initial next to each item, sign, and date in the signature block of this Exhibit E.

Contractor will provide advance notice to Owner that the commissioning checks and acceptance test are to be performed. The Owner has the option of having a representative present during any and all testing. If any item is not applicable to this System, Contractor to mark N/A and initial.

Before commencing any system checking and testing, Contractor will ensure that:
(i) Non-current carrying metal parts (such as array frames, metal boxes, etc.) are grounded properly, and (ii) All labels and safety signs specified in the plans by local regulation and by the NEC are in place.

A. Photovoltaic Array - General Checks - Contractor will conduct the following checks of the photovoltaic array and record the results:
(i) Check array conforms to the Stamped Construction Drawings (ii) Visually inspect the array for damaged or discolored modules or modules showing signs of snail trails. (iii) Visually check for torque marks on all module mounting and racking hardware (iv) Check array supports, framing members, and foundation posts and footings conform to proposal and appear sound.
(v) Check to make sure panels are mounted properly and securely to the racking system or mounting means. (vi) Check any roof penetrations to ensure they are properly sealed and flashed. (vii) Check all conduit wire entry points are properly sealed. (viii) Check that orientation and tilt conform to design specifications. (ix) Confirm that the alignment of the array is as straight, neat, and pleasing as possible. (x) Check to see if modules and racking are properly grounded and bonded. Perform resistance measurements through bolted connections on 5% of the racking grounding. Complete the torque value table in Exhibit V.
(xi) Check that all source circuits are properly labeled. (xii) Check to see that all wiring and conduit are:
a. neat and secure,
b. properly supported and installed so as not to be exposed to physical damage 77 77 of 843
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c. strain relieved properly without stress on junction boxes, d. wiring has drip loops before entry into conduit leading to junction boxes, e. wires are not in contact with any roof surfaces or earth, f. wires are not exposed to direct sunlight,
g. concrete piers are free from cracks and other structural defects. h. Record the DC string voltage and amperage for each string under irradiance conditions of at least 400 W/M^2.
(xiii)Visually inspect plug and receptacle connectors between modules to ensure they are fully engaged. Pull test 5% of the field installed PV Connectors:
a. check panels to make sure the solar panel back sheet has not been scratched or damaged, b. check home runs for fraying at all conduit entrance points, c. pull-test 5% of racking grounding lugs, if any unfastened wires are found, repeat process, d. pull test 5% of panel corners, if any unfastened panels are found, repeat process.

B. Photovoltaic Combiner Box Tests - For repetitive source circuit wiring, the following procedure must be followed for each source circuit in a systematic approach, i.e., east to west or north to south. All data are to be recorded on a combiner box check list. The following testing will take place around noon on a cloudless day:
(i) Inspect the combiner boxes to ensure that all wiring is correctly and securely installed and torqued per manufacturer specifications.
(ii) Check open-circuit voltage (Voc) of each of the source circuits to verify that it provides the manufacturer's specified voltage in full sun. Verify the polarity of each source circuit in the DC string combiner box by paying particular attention that there is NEVER a negative measurement. (iii) Perform I-V Curve Trace on all source circuits
(iv) Check Max Power Point current (IMPP) of each of the source circuits to verify that each provides the manufacturer's specified current in full sun. All tests are recommended to be performed when irradiance is above 500W/m2. In low irradiance conditions, the tests are recommended to be performed at a minimum irradiance of 200W/m2.
(v) Confirm that no ground faults are present in the DC wiring. (vi) Test the Insulation Resistance of the DC conductors from the combiner boxes to the Inverters to ensure a minimum resistance of 20 megaohms or less at 1 min between conductors and from each conductor to ground.
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C. DC Disconnect Inspection
(i) Inspect DC disconnects and document identifying information. (ii) Check that DC disconnects are properly grounded.
(iii) Check that DC disconnects are properly labeled.
(iv) Check that all wiring is neat and secure and torqued to manufacturer's specification. (v) Check that incoming and outgoing wires sizes and types are correct. (vi) Inspect the fuses and breakers, if present, for correct size and mounting.

D. AC Inspection
(i) Inspect AC disconnects and document identifying information. (ii) Check to see if all AC disconnects are properly grounded and no ground faults are present in the AC wiring.
(iii) Check that AC disconnects are properly labeled.
(iv) Check that AC disconnects are fused if required-check fuse sizes. (v) Check that any pre-existing code violations have been fixed and integrity of pre-existing system is undamaged
(vi) Check to see that all wiring is neat and secure and torqued to manufacturer's specification. (vii) Check that incoming and outgoing wire sizes and types are correct. (viii) Inspect the fuses and breakers, if present, for correct size and mounting. (ix) Test the Insulation Resistance of the AC conductors from the inverters to the interconnection point to ensure a minimum resistance of 20 megaohms in 1 min or less between conductors and from each conductor to ground
(x) Confirm all voltage taps and CTs are mounted on the correct phases and ensure all CTs are properly rated if applicable.
(xi) Confirm that the Utility interconnection point and over current protection devices are according to the electrical drawings.

E. Electrical Testing and Capacity Tests
(i) Complete the following Electrical Testing and Capacity Tests. The maximum capacity of the system should be the lesser of the AC nameplate capacity multiplied by 0.98 or the DC nameplate capacity multiplied by 0.81, then adjusted for actual testing conditions.
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Electrical Testing Sheet (1 per inverter)

CAPACITY TEST SHEET

DEFINITIONS

1.1 "Capacity Test" is a test carried out in accordance with the steps, procedures and conditions specified in this Herein order to determine the Tested Capacity of the Plant.

Capacity Test
Month
Guaranteed
Capacity
(in kW AC)
Capacity Test
Month
Guaranteed
Capacity
(in kW AC)
January July
February August
March September
April October
May November
June December

1.2 "Capacity Test Procedures" means the written plan prepared by Contractor to perform the Capacity Test in accordance with the requirements Exhibit E and the Agreement.

1.3 "Guaranteed Capacity" means the capacity of the Plant that is the expected result of the Capacity Test at Standard Test Conditions. Guaranteed Capacity is determined by applying Section 3.2 below to the full year of hourly output data from the agreed upon PVsyst model to derive monthly values. If the Capacity Test takes place during more than one calendar month, the Guaranteed Capacity shall be 80 80 of 843
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calculated by weighting the two applicable values from the above table by number of days testing occurred during that month.

1.4 "Minimum Guaranteed Capacity" means 98% of the Guaranteed Capacity of the Plant in kW AC.

1.5 "Primary Measurement Device" means a calibrated instrument which provides a measurement or reading that is used in the calculation of the output power.

1.6 "Revenue Meter" means revenue-grade power meter(s) at the Plant as designated in the Permit Drawings as approved by Owner, including amendments.

1.7 "Secondary Measurement Device" means a calibrated instrument which provides a backup measurement or reading to the Primary Measurement Device.

1.8 "Standard Test Conditions" (STC) means:

1.8.1 Irradiance in the plane of the array (module tilt angle) of 1000 W/m2;

1.8.2 25°C energy producing module cell operating temperature as measured at the back surface of the module (reference module temperatures will not be used for temperature correction); and

1.8.3 Air Mass (AM) of 1.5 is a proxy for the North American air mass value and it is not measured or considered for purposes of this test.

1.9 "Tested Capacity" means the solution for "y" of the linear regression equation where "x" is equal to the STC irradiance of 1000 W/m2.

2.0 Pre-test activities

2.1 Procedures and Conditions: The following procedures and conditions are applicable to the Capacity Test:

2.1.1 Contractor/Owner Representatives
Contractor and Owner shall each designate a lead representative for the testing. Contractor will provide Owner with at least seven Days' notice of its planned Capacity Test.

2.1.2 Pre-Test Meeting
A pre-test meeting shall be held and recorded. The meeting shall review the Capacity Test Procedures, instrumentation specifications and locations, calibration sheets and other relevant topics including safety requirements. Minutes of this meeting shall be recorded by Contractor.

2.1.3 Test Procedure
Contractor shall prepare the Capacity Test Procedures, which shall include:

2.1.3.1 Specifications and locations for all Primary Measurement Devices;

2.1.3.2 Test methodology including test durations and frequency;

2.1.3.3 List and location of all Primary Measurement Devices and Secondary Measurement Devices (if present) for field verification; 81 81 of 843
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2.1.3.4 Applicable equipment factory test and calibration certificates;

2.1.3.5 Calculations, equations and procedure.

2.1.4 Test Conditions
The Capacity Test will be performed when the following conditions are met:

2.1.4.1 Weather conditions required to support collection of appropriate range and quantity of test data, as detailed in the Capacity Test Procedures;

2.1.4.2 Utility grid voltage is stable and within +/- 5% of design voltage;

2.1.4.3 There is grid connectivity at each inverter such that a Capacity Test can be accomplished under load; and

2.1.4.4 The Operational Test is complete and systems are in automatic operation.

3.0 Capacity Test

3.1 Testing

3.1.1 Objective
The objective of the Capacity Test is for Contractor to demonstrate that the Plant has achieved both the Minimum Guaranteed Capacity and the Guaranteed Capacity, when the results are corrected from actual test conditions to Standard Test Conditions. The AC power output of the Plant shall be measured at the Revenue Meter. The Capacity Test is intended to be executed after the Operational Test is completed for the purpose of gathering the required data for performance analysis.

3.1.2 Preliminary Test Runs
Contractor may at its discretion and at its sole cost perform preliminary test runs prior to the official Capacity Test in order to validate instrument readings, data acquisition operation and stable system operation.

3.1.3 Test Measurements
All Test measurement devices shall be fully defined for their make/model, accuracy, calibration and location. There will be no allowance for instrument uncertainty. Minimum variables to be measured and recorded shall include GHI (Global Horizontal Irradiance); Plane of Array (POA) irradiance; ambient air temperature; module temperature; PV plant AC power (Pm), amperage, voltage and power factor; and inverter power, amperage and voltage. Silicon diodes (LiCor or Apogee), reference module(s) or cell(s) shall be mounted in the same plane as the array.

3.1.4 Instrument Calibration
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All primary measurement devices shall have current calibration certificates to National Institute of Standards and Technology (NIST) or equivalent.

3.1.5 Test Duration, Sample Period and Minimum Data
Parameters Plant Capacity Test
Capacity Test Duration
Test duration will be as required to collect the minimum number of data points, which will be no longer than 10 consecutive days and no less than 3 consecutive days
Data Sample Period 15-minute values derived from sampling intervals of one minute or less Minimum Number of
Data Points 200 (excludes eliminated data points)

3.1.6 Data Collection
Data shall be measured and recorded remotely by the SCADA/Data Acquisition System ("DAS"). On-site collection of data by qualified service personnel shall be accepted by Owner if such data is necessary to supplement or validate data from the DAS. At the conclusion of the data collection, Contractor shall provide Owner a file of the raw data set from the SCADA/DAS, or alternative data acquisition system.

3.1.7 Adjustments
Any adjustments made during the test or to test measurement devices shall be documented.

3.1.8 Cancellation of Capacity Test
Parties have the right to jointly agree to cancel the Test with written justification if it can be demonstrated that the Test conditions or other conditions are causing erroneous data.

3.2 Test Calculations

3.2.1 Data Compilation and Reduction
The 15-minute interval data shall be analyzed and any nuisance data points and bad data that exhibit a high degree of error (such as errors caused by faulty instrumentation) removed from the data set. Data points collected when the whole Plant was off-line, output is impacted by snow soiling, when irradiance is less than 200 W/m2 or when inverter clipping occurs shall be eliminated.

3.2.2 Shade Obstruction Adjustment
If external shading is believed to impact the results of the Capacity Test, data collected for time periods during which the array experiences shading from objects unrelated to the solar plant, such as trees, buildings, etc., may be eliminated for purposes of the regression analysis.

Contractor shall document all data eliminated and identify the source(s) of shading.

3.2.3 Auxiliary Load Adjustment
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Power measurements may be corrected by adding the value of any auxiliary loads measured during the data collection.

3.2.4 Data Review and Retention
Contractor shall document data points that are eliminated and review with Owner for acceptance. All eliminated data shall be retained in the raw data set.

3.2.5 Temperature Correction of Power Measurements
Each AC power reading shall be corrected to 25 degrees centigrade (25 °C STC for module cell temperature) per the following equation:

𝑷𝒔𝒕𝒄 =
𝑷𝒎
𝟏 + 𝑪𝒕(𝑻𝒎 − 𝟐𝟓 °𝑪)
Pstc = AC Power corrected to STC temperature [25 °C]
Pm = measured AC power output capacity (MW) at the
Plant's Revenue Meter
Ct = module temperature coefficient = [-0.407%/°C]
Tm = module surface temperature in degrees centigrade

3.2.6 Generation of Performance Curve
Using computational software, the temperature corrected power readings (y) shall be plotted versus irradiance (x) in a scatter graph format as shown below. Using this graphical data, a linear regression curve with a minimum R2value of 0.95 shall then be created to obtain an equation of form y = mx + b, where:
y = Pstc power (temperature corrected)
m = slope
x = irradiance (W/m2)
b = y intercept
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3.2.7 Calculation of Tested Capacity
Tested Capacity (y) is then determined by solving the curve-fit equation for the irradiance value (x) of 1000 W/m2(STC irradiance condition).

3.2.8 Pass/Failure of Capacity Test
If the Plant Tested Capacity is equal to or greater than the Guaranteed Capacity, then Contractor has successfully passed the Capacity Test.

If the Plant Tested Capacity is equal to or greater than the Minimum Guaranteed Capacity, then Contractor has reached the performance level required for Provisional Acceptance, subject to all requirements outlined in the Agreement.

3.3 Test Reporting
Contractor shall submit to Owner a detailed test report within ten Business Days of completion of a successful Capacity Test, consisting of the following:

3.3.1 Test Procedure

3.3.2 Instrument Calibration Certificates

3.3.3 Test Data (manual and data acquisition)

3.3.4 Field Notes

3.3.5 Calculations

3.3.6 Conclusions
Provide Owner with the initial startup test report when everything has been verified and checked to ensure proper operation.

Tested Actual
Capacity (),
1000, 1.01157
y = 0.00102x + 0.00010
R² = 0.99360
AC Power at STC (PSTC
)
Irradiance W/m2
X = STC Irradiance (1000 W/m2
)
TESTED

CAPACITY

GUARANTEED

CAPACITY
.9603
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Completed By:____________________ Signature:___________________ Date:___________ 86 86 of 843
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EXHIBIT F

PROJECT SCHEDULE
Preliminary Project Construction Schedule
Task ID Task Name Duration Finish
1 Notice to Proceed (NTP) 0 Weeks 31-Dec-25
2 50% drawings Design 6 Weeks 11-Feb-26
3 90% drawings Design 10 Weeks 22-Apr-26
4 100% drawings Design/Permit Submission 6 Weeks 03-Jun-26 5 Permit Received 16 Weeks 23-Sep-26
6 Material on Site 8 Weeks 18-Nov-26
7 Installation Start 2 Weeks 02-Dec-26
8 Mechanical Installation Complete 12 Weeks 24-Feb-27
9 Substantial Completion 4 Weeks 24-Mar-27
10 PTO 4 Weeks 21-Apr-27
11 Final Completion 4 Weeks 19-May-27
a) Overall Schedule: The table above shows our High-Level critical path schedule. Many details have been omitted for ease of use and appropriate abstraction. The schedule shall be adjusted based on the actual Notice to Proceed issued by Owner to Contractor to start the project activities. b) This timeline is subject to change based on unforeseen circumstances, such as regulatory delays or technical challenges (if any). The timeline is applicable based on assumptions that we have the NTP as per the above schedule.
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EXHIBIT G

INSURANCE
Contractor shall procure at its own expense and maintain in full force and effect as required under this Agreement until Final Completion, the insurance coverage outlined in (A) through (I) below, and all such other insurance as required by applicable law. On or prior to the Commencement Date, evidence of coverage and endorsements will be provided to Owner and thereafter on an annual basis via a Certificate of Insurance naming Owner, Owner Financing Parties, Investors, and/or Owner Indemnified Parties as may be required as an additional insured and certificate holder. All Insurance Carriers will be rated A-VIII or better by A.M. Best and Company.
(A) Workers' Compensation/Employers' Liability. Limits as follows:
a. Workers' Compensation – Statutory Coverage.
b. Employers' Liability – Bodily Injury by accident $1,000,000 each accident c. Bodily Injury by disease $1,000,000 each employee
d. Bodily Injury by disease $1,000,000 policy limit
(B) Commercial General Liability including Contractual Liability insurance with limits of:
a. $1,000,000 per occurrence for Bodily Injury and Property Damage b. $2,000,000 General Aggregate - other than Products/Completed Operations c. $2,000,000 Products/Completed Operations Aggregate
d. $1,000,000 Personal & Advertising Injury
e. $1,000,000 Fire Damage Coverage to be written on an "Occurrence" form per location basis, without endorsements that limit the policy terms with respect to: (1) the definition of an Insured Contract, (2) provisions for severability of interest, (3) explosion, collapse, underground hazard.
(C) Auto Liability insurance for owned (if any), hired, leased, and non-owned vehicles with limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage per accident.

To the extent the Work involves hauling any Hazardous materials, coverage shall be endorsed in accordance with Section 30 of the Motor Carrier Act of 1980 (Category 2) of the CA 99-48 endorsement.

Coverage shall also contain appropriate no-fault insurance provisions or other endorsements in accordance with applicable State Law.
(D) Umbrella or Excess Liability Insurance on an "occurrence" basis covering claims in excess of the underlying insurance described in Sections (i), (ii), and (iii) above in the amount of $5,000,000 per 88 88 of 843
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occurrence, and on a following-form basis. Note the liability limits may be met with any combination of primary, excess or umbrella insurance policies.

Coverage to be written on an Occurrence form per location aggregate limit. Coverage terms and limits to apply excess of the primary per occurrence and/or aggregate limits provided for in the Commercial General Liability, Auto Liability and Professional Liability policies. Coverage terms and limits to also apply in excess of those required for Employers Liability and may be met with any combination of primary, excess or umbrella insurance policies. (E) Professional Liability Insurance (errors and omissions) on a claims-made basis with limits of $1,000,000.00 for liability arising out of any negligent act, error, mistake or omission resulting from Contractor's management, design, engineering, procurement, construction, installation, commissioning, start-up and testing services, and such coverage shall remain in effect for not less than four years following completion of construction of the System. (F) All equipment, supplies and materials belonging to Contractor or to any of the Subcontractors or used by or on behalf of Contractor or Subcontractors for its performance under this Agreement which is not intended to become a permanent part of the completed Work shall be brought to and kept at the applicable Site at the sole cost, risk and expense of Contractor or the applicable Subcontractor, and owner shall not be liable for loss or damage thereto. Should such property be insured, said insurers shall waive rights of subrogation against Owner and Owner's Investors or Financing Parties. (G) If required by Owner, pollution liability coverage with a limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for bodily injury and property damage, including clean-up costs and defense costs, resulting from sudden, accidental pollution conditions, including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hydrocarbons, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water. (H) Policy Endorsements.
a. The Parties shall, in all policies of insurance related to the Project maintained by each, include clauses providing that each underwriter shall release, assign to the other Party, and its successors and assigns and waive all of its rights of recovery, under subrogation or otherwise, against the other Party, and each of their parent companies, Affiliates, subsidiaries, employees, successors, permitted assigns, insurers and underwriters, as well as against its officers, directors, employees, agents and representatives of each of them. b. The insurance provided for Commercial General Liability, Employer's Auto Liability and Excess Liability shall:
i. include Owner and Owner's Financing parties as an additional insured with respect to Work performed under this Contract, and
ii. provide that the insurance is primary coverage with respect to all insureds and shall not be considered contributory insurance with any insurance or self-insurance maintained by the Owner.
iii. with respect to workers' compensation/employer's liability insurance, to provide that the insurer shall waive for the benefit of Owner and where permitted by law, all rights of subrogation against Owner, its subsidiaries and Affiliates, co-venturers, or their directors, officers, members, managers, as well as their respective employees and/or agents or each.
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iv. with respect to general liability, automobile liability and excess/umbrella insurance, to provide that such insurance shall waive any and all rights of subrogation or recovery with the insurer may have or acquire against owner, its subsidiaries and Affiliates, co-venturers, Owner's Indemnified Parties, or their directors, officers, members, managers, as well as the employees and/or agents of each. v. to provide a severability of interest and cross liability clause.

To the extent available from the applicable insurer, on or prior to the Effective Date in the case of the insurance required by this Agreement and no later than the time required to have the applicable insurance in effect to commence the Work, Contractor shall furnish to owner certificates of insurance (on Acord Form 25 for Liability and Acord Form 28 for Property) from each insurance carrier showing that the insurance required by this Agreement is in full force and effect and the amount of the Carrier's liability thereunder. Certificates of insurance submitted under this section shall be in form and content reasonably acceptable to Owner and shall provide that Owner and any Owner Financing Parties or Investors shall receive timely copies of any Notices of any default or other act or omission by the Contractor or other insured parties that might invalidate, render unenforceable or result in a lapse of such policy in whole or in part. Certificates of each renewal of the insurance should also be delivered to Owner and any Owner Investor or Financing party promptly after receipt.

It is expressly agreed and understood that:
1) The cost of premiums and deductibles for insurance required to be maintained by Contractor as set forth in this Agreement and all Taxes thereon shall be borne by Contractor, and shall be endorsed to provide that Owner shall have no liability for the payment of any premium thereon; and 2) The insurance coverages required of Contractor set forth in this Agreement shall in no way affect, nor are the intended as a limitation of, Contractor's liability with respect to its performance of the Work. 3) If Contractor fails to provide or maintain any insurance required of it hereunder, the Owner shall have the right, but not the obligation, to provide or maintain any such insurance, and to deduct the cost thereof from any amounts due and payable to the breaching party (including, in the case of Owner, from any amounts due and payable to Contractor in respect of the Contract Price), or, if there are no such amounts due and payable to the breaching party, the breaching Party shall reimburse the other Party for such cost on demand. Should any of the policies required to be maintained become unavailable or be cancelled for any reason during the period of the Agreement, such Party shall immediately procure replacement coverage.

The failure to procure such replacement coverage which is within the reasonable control so as to provide continuous coverage shall constitute a material breach under this Agreement. 4) Contractor shall Notify Owner of any and all incidents giving rise to an insurance claim, and otherwise keep the Owner timely apprised of insurance claim proceedings. 90 90 of 843
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Example Insurance Certificate (endorsements to be provided by carrier) 91 91 of 843
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EXHIBIT H

FORM OF NOTICE TO PROCEED CERTIFICATE
Project Information Key Team Members
Project Name Contractor
Representative
Project/Agreement
Number
Owner Representative
Owner Name
Contractor Name
Contractor Notice to Proceed Notice and Certification
This certificate is hereby submitted by Contractor to Owner, as notification of achievement of Notice to Proceed. This certificate verifies that all tasks required to achieve Notice to Proceed have been completed and Notice to Proceed has been achieved, in accordance with the Agreement. The following documents have been submitted with, or prior to submission of, this certificate:

Invoice for Notice to Proceed milestone (if applicable) Conditional Lien Release in the form of Exhibit M for Notice to Proceed milestone payment Unconditional Lien Release in the form of Exhibit N for all payments made by Owner to Contractor prior to submission of this Notice to Proceed Certificate (if applicable) All items listed under the Exhibit D "Notice to Proceed" definition have been completed and documents required as evidence of completion, including photos, have been provided.

Owner Acceptance
Owner indicates the following:

Owner hereby accepts the Project for Notice to Proceed.

Owner conditionally accepts the Project for Notice to Proceed upon completion of the deficiencies notified in an attached document, whereby such deficiencies must be rectified prior to acceptance of Notice to Proceed by Owner.

Owner accepts the Project for Notice to Proceed. If Owner has waived any requirements for Notice to Proceed, listed in an attached document, but requires that these be completed prior to their acceptance of Mechanical Completion.

Owner Certification Approval Statement
By signing this Notice to Proceed Certificate, Owner and Contractor hereby certify that all technical requirements necessary for Notice to Proceed have been reviewed and approved.

Owner additionally certifies and approves that the Notice to Proceed invoice submitted by the Contractor with this certificate, or to be submitted following approval of this certificate, qualifies for payment Owner Signature: Contractor Signature
Name Name
Signature Signature
Date Date
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EXHIBIT I

FORM OF INTERIM COMPLETION CERTIFICATE
Project Information Key Team Members
Project Name Contractor
Representative
Project/Agreement
Number
Owner Representative
Owner Name
Contractor Name
Contractor Interim Completion Notice and Certification
This certificate is hereby submitted by Contractor to Owner, as notification of achievement of Interim Completion. This certificate verifies that all tasks required to achieve Interim Completion have been completed and Interim Completion has been achieved, in accordance with the Agreement. The following documents have been submitted with, or prior to submission of, this certificate:

Invoice for Interim Completion milestone (if applicable).

Conditional Lien Release in the form of Exhibit M for Interim Completion milestone payment.

Unconditional Lien Release in the form of Exhibit N for all payments made by Owner to Contractor prior to submission of this Interim Completion Certificate (if applicable).

All items listed under the Exhibit D "Interim Completion" definition have been completed and documents required as evidence of completion, including photos, have been provided.

Owner Acceptance
Owner indicates the following:

Owner hereby accepts the Project for Interim Completion.

Owner conditionally accepts the Project for Interim Completion upon completion of the deficiencies notified in an attached document, whereby such deficiencies must be rectified prior to acceptance of Interim Completion by Owner.

Owner accepts the Project for Interim Completion. If Owner has waived any requirements for Interim Completion, listed in an attached document, but requires that these be completed prior to their acceptance of Mechanical Completion.

Owner Certification Approval Statement
By signing this Interim Completion Certificate, Owner and Contractor hereby certify that all technical requirements necessary for Interim Completion have been reviewed and approved.

Owner additionally certifies and approves that the Interim Completion invoice submitted by the Contractor with this certificate, or to be submitted following approval of this certificate, qualifies for payment Owner Signature: Contractor Signature
Name Name
Signature Signature
Date Date
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EXHIBIT J

FORM OF MECHANICAL COMPLETION CERTIFICATE
Project Information Key Team Members
Project Name Contractor
Representative
Project/Agreement
Number
Owner Representative
Owner Name
Contractor Name
Contractor Mechanical Completion Notice and Certification This certificate is hereby submitted by Contractor to Owner, as notification of Mechanical Completion.

This certificate verifies that all tasks required to achieve Mechanical Completion have been completed and Mechanical Completion has been achieved, in accordance with the Agreement. The following documents have been submitted with, or prior to submission of, this certificate:

Invoice for Mechanical Completion milestone (if applicable).

Conditional Lien Release in the form of Exhibit M for Mechanical Completion milestone payment
Unconditional Lien Release in the form of Exhibit N for all payments made by Owner to Contractor prior to submission of this Mechanical Completion Certificate All weekly progress and safety reports in the form of Exhibit S for the period since the previous milestone.

All items listed under the Exhibit D "Mechanical Completion" definition have been completed and documents required as evidence of completion, including photos, have been provided.

Owner Acceptance
Owner indicates the following:

Owner hereby accepts the Project for Mechanical Completion and verifies that Contractor may proceed to Placed in Service.

Owner conditionally accepts the Project for Mechanical Completion upon completion of the deficiencies notified in an attached document, whereby such deficiencies must be rectified prior to acceptance of Mechanical Completion by Owner.

Owner accepts the Project for Mechanical Completion and verifies that Contractor may proceed to Placed in Service. Owner has waived several requirements for Mechanical Completion, listed in an attached document, but requires that these be completed prior to its acceptance of Placed in Service.

Owner Certification Approval Statement
By signing this Mechanical Completion Certificate, Owner and Contractor hereby certify that all technical requirements necessary for Mechanical Completion have been reviewed and approved.

Owner additionally certifies and approves that the Mechanical Completion invoice submitted by the Contractor with this certificate, or to be submitted following approval of this certificate, qualifies for payment.

Owner Signature: Contractor Signature
Name Name
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Signature Signature
Date Date
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Draft: ______, 2025
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EXHIBIT K

FORM OF PLACED IN SERVICE CERTIFICATE
Project Information Key Team Members
Project Name Contractor
Representative
Project/Agreement
Number
Owner Representative
Owner Name
Contractor Name
Contractor Placed in Service Notice and Certification
This certificate is hereby submitted by Contractor to Owner, as notification of achievement of Placed in Service. This certificate verifies that all tasks required to achieve Placed in Service have been completed and Placed in Service has been achieved, in accordance with the Agreement. The following documents have been submitted with, or prior to submission of, this certificate:

Invoice for Placed in Service milestone (if applicable).

Conditional Lien Release in the form of Exhibit M for Placed in Service milestone payment Unconditional Lien Release in the form of Exhibit N for all payments made by Owner to Contractor prior to submission of this Placed in Service Certificate All weekly progress and safety reports in the form of Exhibit S for the period since the previous milestone.

All items listed under the Exhibit D "Placed in Service" definition have been completed and documents required as evidence of completion, including photos, have been provided.

Owner Acceptance
Owner indicates the following:

Owner hereby accepts the Project for Placed in Service and verifies that Contractor may proceed to Final Completion.

Owner conditionally accepts the Project for Placed in Service upon completion of the deficiencies notified in an attached document, whereby such deficiencies must be rectified prior to acceptance of Placed in Service by Owner.

Owner accepts the Project for Placed in Service and verifies that Contractor may proceed to Final Completion. If Owner has waived any requirements for Placed in Service, listed on an attached document, but requires that these be completed prior to their acceptance of Final Completion.

Owner Certification Approval Statement
By signing this Placed in Service Certificate, Owner and Contractor hereby certify that all technical requirements necessary for Placed in Service have been reviewed and approved.

Owner additionally certifies and approves that the Placed in Service invoice submitted by the Contractor with this certificate, or to be submitted following approval of this certificate, qualifies for payment Owner Signature: Contractor Signature
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Name Name
Signature Signature
Date Date
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Draft: ______, 2025
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EXHIBIT L

FORM OF FINAL COMPLETION CERTIFICATE
Project Information Key Team Members
Project Name Contractor
Representative
Project/Agreement
Number
Owner Representative
Owner Name
Contractor Name
Contractor Final Completion Notice and Certification
This certificate is hereby submitted by Contractor to Owner, as notification of achievement of Final Completion. This certificate verifies that all tasks required to achieve Final Completion have been completed and Final Completion has been achieved, in accordance with the Agreement. The following documents have been submitted with, or prior to submission of, this certificate:

Invoice for Final Completion milestone (if applicable).

Conditional Lien Release in the form of Exhibit M for Final Completion milestone payment Unconditional Lien Release in the form of Exhibit N for all payments made by Owner to Contractor prior to submission of this Final Completion Certificate All weekly progress and safety reports in the form of Exhibit S for the period since the previous milestone.

All items listed under the Exhibit D "Final Completion" definition have been completed and documents required as evidence of completion, including photos, have been provided.

Owner Acceptance
Owner indicates the following:

Owner hereby accepts the Project for Final Completion
Owner conditionally accepts the Project for Final Completion upon completion of the deficiencies notified in an attached document, whereby such deficiencies must be rectified before the Final Completion invoice can be accepted.

Owner Certification Approval Statement
By signing this Final Completion Certificate, Owner and Contractor hereby certify that all technical requirements necessary for Final Completion have been reviewed and approved.

Owner additionally certifies and approves that the Final Completion invoice submitted by the Contractor with this certificate, or to be submitted following approval of this certificate, qualifies for payment Owner Signature: Contractor Signature
Name Name
Signature Signature
Date Date
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EXHIBIT M

CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT
NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information
Name of Claimant: _____________________________________________________________________________ Name of Contractor: ___________________________________________________________________________ Job Location: __________________________________________________________________________________ Owner: ______________________________________________________________________________________ Through Date: _________________________________________________________________________________ Conditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the Claimant has for labor and service provided, and equipment and material delivered on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn:

Maker of Check: ______________________________________________________________________________ Amount of Check: $____________________________________________________________________________ Check Payable to: _____________________________________________________________________________ Exceptions
This document does not affect any of the following:
(1) Retentions.
(2) Extras for which the claimant has not received payment. (3) The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment:

Date(s) of waiver and release:________________________________________ Amount(s) of unpaid progress payment(s): $_____________________________ (4) Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover compensation for work not compensated by the payment.

Signature
Claimant's Signature: _________________________________________________________________________ Claimant's Title: _____________________________________________________________________________ Date of Signature: ___________________________________________________________________________ 99 99 of 843
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EXHIBIT N

UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information
Name of Claimant: _____________________________________________________________________________ Name of Contractor: ___________________________________________________________________________ Job Location: __________________________________________________________________________________ Owner: ______________________________________________________________________________________ Through Date: _________________________________________________________________________________ Unconditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the Claimant has for labor and service provided, and equipment and material delivered on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written Change Order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn:

Maker of Check: ______________________________________________________________________________ Amount of Check: $____________________________________________________________________________ Check Payable to: _____________________________________________________________________________ Signature
Claimant's Signature: _________________________________________________________________________ Claimant's Title: _____________________________________________________________________________ Date of Signature: ___________________________________________________________________________ 100
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EXHIBIT O

OWNER APPROVED EQUIPMENT
(Owner may revise this list at any time, in its sole discretion) Modules:
– Astroenergy
– BYD
– Boviet Solar
– Canadian Solar
– China Sunergy (CSUN)
– ET Solar
– First Solar
– Flextronics International USA, Inc.
– Hanwha SolarOne USA Inc.
– Hyundai Heavy Industries
– JA Solar
– LG Solar
– Phono Solar
– Risen Energy Co Ltd
– SunPower
– Trina Solar
Inverters:
– SMA America, LLC
– SolarEdge Technologies
– Delta
– Solectria Renewables
– Schneider Electric
– Kaco
– Advanced Energy
– Sungrow
– Chint
– GE Energy Power Conversion USA Inc
DAS:
– AlsoEnergy or Equivalent
Racking:
– SunPower Helix
– GameChange Solar, LLC
– RBI Solar
– Schletter Inc
– Sollega
– SunLink Corporation
– NEXTracker
– Solar Flexrack
– Terrasmart
– KSS
– Ironridge
– Unirac
– Panel Claw
– Powers Steel Carports
101
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EXHIBIT P
(RESERVED)
102
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EXHIBIT Q

RESERVED
103
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EXHIBIT R

STANDARD MANUFACTURER WARRANTIES
Equipment Type Standard Warranty
Solar PV Module Product Warranty – 10 Years
Power Warranty – 25 Years
Inverter 10 years
Structure 10 Years
Monitoring System (DAS) 5 Years
Balance of System (BOS) Standard Manufacturing Warranty 104
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EXHIBIT S

SAFETY AND REPORTING
Owner requires the following to be included in Contractors Site Access and Safety Requirements. If included, please indicate below.

Contractor Safety Inclusions and Exclusions Included?
Contractor Responsibilities -
SWPPs
OSHA Compliance
Work compliant with all applicable Laws and the Permits Compliance with requirements under site lease, easement, or site license Facilitate and participate in safety meetings
Progressive Disciplinary program for safety, conduct and drug violations Preconstruction Meeting With Owner?
Site Access -
Firearms restriction
Safety orientation meeting
Compliance with requirements under site lease, easement, or site license Site Safety -
Contractor follows Owner approved site safety plan
Contractor responsible for enforcing safe work practices Contractor (with fewer than 25 workers on site) has a full time Safety representative on staff Contractor (with more than 25 workers on site on site) has a full time BSCP representative on staff
Frequent field safety inspections
Weekly progress, safety, and incident report
Monthly safety report
Safety Issue documentation
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S-3

SAMPLE WEEKLY PROGRESS LOG AND SAFETY REPORT
Project Manager: Date: Signature:
x x x
Task Hazard Prevention Protection Incident (if applicable) 1 2
3 4
5 Statement of Work Completed:

Sub-Contractors on Site
Company Start and End Dates Project Manager Scope of Work Incident (if applicable) 1 2
3 Materials Delivery #1 Materials Delivery #2 Materials Delivery #3 Materials Delivery #4 Materials Delivery #5 106
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S-4

REPORTING
Project Controls Inclusions Included?
General Program Report Inclusions -
Budget Control
Scheduling
Tracking
Trending
Work In Progress Reports
Schedule General Requirements -
Project Execution Schedule Changes
Working Schedule Changes
Project Schedule Implementation
Testing/Startup of components and systems
Schedule/Progress Measurement -
Weekly Progress & Schedule Review
The current status of the Work
Project Milestones current status update and forecast vs. baseline schedule The material delivery status
The status of drawings and other submittals
Any changes in the Work.

The status of "As-Built" Drawings (if required)
Problem areas or concerns
Progress Review Meetings
Productivity Meetings
Cost Reporting Requirements -
Cost Management Report
Invoicing procedures (per the EPC agreement)
Material Status -
Maintain an updated Materials List and Shipment Origin and Profile Report Provide a weekly update of the Materials List and Shipment Origin and Profile Report Contractors Weekly Report -
Maintain daily manpower, materials, deliveries, and status report Time & Materials Work -
T&M or incentive based contract; show man hours as individual line items Weekly Progress Report Requirements -
Brief Narrative overview of Project status Yes
Brief narrative of identified critical issues Yes
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S-5
Brief narrative of short term look ahead activities Yes Updated organization chart for the Project, if changed Yes Safety and environmental issues/status Yes
Project Milestones current status update and forecast vs. baseline schedule (in pdf, MS Project, or Smartsheet format)
Yes
Updated budget vs actual schedule Yes
An electronic copy (data file) of the most recently updated complete MS Project integrated Project Schedule network.

Yes
Cost Management Report in relation to Change Order requests Yes Procurement Status Update Report Yes
Summary of complaints (if any) made to Contractor by property owner Yes 108
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Staten Solar Agreement
Solar Project
Draft: ______, 2025
T-1

EXHIBIT T
PVSyst Report
Fire Station 2:

Fire Station 3:
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Staten Solar Agreement
Solar Project
Draft: ______, 2025
U-1

EXHIBIT U
(RESERVED)
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V - 1

EXHIBIT V

PLAN OF THE WEEK AND MAN HOURS FORMS
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PROJECT NAME Contractor:

Weekly Safety Report
Job Description:

Total Projected Manhours:

Wrkhrs First Aids Recordable Lost Time Wrkhrs First Aids Recordable Lost Time Wrkhrs First Aids Recordable Lost Time

CONTRACTOR
0 0 0 0 0 0 0 0 0 0 0 0
Subtotal 0 0 0 0 0 0 0 0 0 0 0 0

SUBCONTRACTOR
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
Subtotal 0 0 0 0 0 0 0 0 0 0 0 0
Grand Total 0 0 0 0 0 0 0 0 0 0 0 0
OSHA Recordable Rate Project-to-Date=
Month to Date Year-to-Date Project-to-Date
Project Name
0 (including subcontractors) Week Ending:
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V - 1

EXHIBIT W
Torque Value Table
All torque values must match manufacturer specified torque values in equipment installation manuals. Values must be provided in either standard or metric units.

Component
(e.g. Top rail)
Bolt
Diameter NM Ft-lb
Module Attachment Torque Value
Racking Attachment Torque Value 1
Racking Attachment Torque Value 2
Racking Attachment Torque Value 3
Racking Attachment Torque Value 4
Racking Attachment Torque Value 5
Racking Attachment Torque Value 6
Racking Attachment Torque Value 7
Racking Attachment Torque Value 8
Racking Attachment Torque Value 9
Racking Attachment Torque Value 10
Racking Attachment Torque Value 11
NM In-lb
Inverter DC Termination Torque Value 1
Inverter AC Termination Torque Value 1
Inverter DC Termination Torque Value 2
Inverter AC Termination Torque Value 2
Inverter DC Termination Torque Value 3
Inverter AC Termination Torque Value 3
Tool Make/Model Serial Number
Torque Tool
Torque Tool
Torque Tool
Torque Tool
Torque Tool
Connections Torque Marked? Yes No
Signature
All other AC combiners/disconnects
torqued per manufacturer instructions? Yes No
Signature
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Staten Solar Agreement
Solar Project
Draft: ______, 2025

EXHIBIT X
(RESERVED)
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- 1

EXHIBIT Y

CONSTRUCTION RULES AND REGULATIONS
Disposition of Materials
Any and all unused construction materials shall be disposed of by Contractor in the same manner as waste or unwanted material, except as may otherwise be directed by the Owner or required by authorities having jurisdiction. No dumping of any construction materials (including paint, electrical waste, equipment packaging, etc.) is allowed on the Project Site. Contractor shall provide its own dumpster(s) in a location designated by the Owner. If it is determined by the Owner that the trash is not being disposed of promptly or properly, the Owner may cause such trash to be removed at Contractor’s expense.

Clean-Up
Contractor shall at all times, on a day-to-day basis, keep the Work Area, common areas, service elevator and other areas of the Project Site free from accumulations of waste material, debris or rubbish caused by or incidental to the Work. Use of the Buildings’ trash receptacles is prohibited.

Upon completion of the Work, Contractor shall promptly remove from the Work Area all tools, scaffolding, surplus materials, trash, and debris, and shall “final clean” the Work Area and any areas of the Project Site dirtied during construction. Any debris, rubbish, materials, or equipment left outside the Work Area may be disposed of by the Owner and Contractor shall be responsible for promptly reimbursing the Host for the cost thereof.

Workman Conduct
No loud or abusive language or actions or the playing of music will be tolerated. It will be the responsibility of Contractor to enforce this regulation on a day-to-day basis and/or in response to specific complaints from the Owner.

No smoking is permitted on the Project Site at any time. Any employees or representatives of Contractor or its subcontractor caught smoking on the Project Site will be removed from the premises.

Safety Data Sheets
All materials that have any potential for hazard (paints, glues, polishes, solvents, etc.) must have their associated SDS sheets available at the Project Site during the performance of the Work.

Damaged Property
All costs associated with replacing, repairing, or cleaning any property which have been damaged during the performance of the Work will be billed to Contractor or set off against future payments to Contractor in connection with the Work. Contractor shall be responsible for the protection of their work and the areas adjacent thereto.

Signs
Contractor shall not be permitted to post identifying signage or advertising within the Project Site.

As-Is Condition
Excluding reasonably unforeseen conditions, such as subsurface conditions and the like, Contractor accepts that the Work Area is being delivered in “as-is” condition and that it is the sole responsibility of Contractor and its subcontractors to determine and perform any upgrades necessary as included in the Work. 115
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- 1
Capping and Sealing
All piping, holes, cores, etc. must be capped or sealed when not in use. Contractor is responsible for any damage caused by failure to cap or seal the equipment or areas.

Fire Extinguishers
Contractor is responsible for providing an adequate number of NFPA fire extinguishers for the Work Area. All fire extinguishers are to be serviced and maintained in accordance with NFPA requirements.

Owner Review
After all major construction is complete Contractor must coordinate with the Owner a visual inspection and approval of the Work. It is Contractor’s responsibility to schedule this walkthrough in a timely fashion.

Owner Provisions
[Any additional rules required by Owner to be inserted prior to execution.] 116
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- 1

EXHIBIT Z
(RESERVED)
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EXHIBIT AA
Operations and Maintenance Agreement
A separate O&M agreement is provided for review and finalization. Upon Finalization, it will be inserted as Exhibit AA.
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