Santa Maria City Council
November 7, 2023

GENERAL CONDITIONS (JUNE 2018)

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GE NE RAL TE RMS AND CONDITIONS OF

E NE RGY SE RVICES AGREEMENT
These General Terms and Conditions of Energy Services Agreement are dated as of the ____ day of ______ ___, 2023 and are witnessed and acknowledged by FFP BTM SOLAR, LLC, a Delaware limited liability company (“ForeFront Power”) and City of Santa Maria (“Purchaser ”), as evidenced by their signature on the last page of this document.

These General Terms and Conditions are intended to be incorporated by reference into Energy Services Agreements that may be entered into between ForeFront Power and Purchaser or between their respective Affiliates. These General Terms and Conditions shall have no binding effect u pon ForeFront Power or Purchaser, respectively, e xcept to the extent Purchaser or ForeFront Power (or an Affiliate thereof) becomes a party to an Energy Services Agreement that incorporates these General Terms and Conditions.

1. DEFINITIONS.

1.1 In addition to other terms specifically defined elsewhere in th is Agreement, where capitalized, the following words and phrases shall be defined as follows:
“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” means, the Energy Services Agreement.
“Applicable Law ” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, inju nction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or requirement of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the int erpretation and administration thereof by such Governmental Authority.
“Assignment ” has the meaning set forth in Section 13.1. “Bankruptcy Event ” means with respect to a Party , that either (i) such Party has (A) applied for or consented to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; (B) admitted in writing its inability, or be generally unable, to pay its debts as such debts become due; (C) made a general assignment for the benefit of its creditors; (D) commenced a voluntary case under any bankruptcy law; (E) filed a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of debts; (F) taken any corporate or other action for the purpose of effecting any of the foregoing; or (ii) has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof. “Business Day ” means any day other than Saturday, Sunday or any other day on which banking institutions in New York, NY are required or authorized by Applicable Law to be closed for business.

Attachment A

“Commercial Operation ” has the meaning set forth in Section 3.3(b). “Commercial Operation Date ” has the meaning set forth in Section 3.3(b). “Confidential Information ” has the meaning set forth in Section 15.1. “Covenants, Conditions and Restrictions ” or “CCR” means those requirements or limitations related to the Premises as may be set forth in a lease, if applicable, or by any association or other organization, having the authority to impose restrictions.
“Delay Liquidated Damages ” means the daily payment of (i) $0.250/day/kW (DC) of the estimated nameplate capaci ty of the System (as set forth in Schedule 1 of the Special Conditions) . “Disruption Period” has the meaning set forth in Section 4.3. “Early Termination Date ” means any date on which th is Agreement terminates other than by reason of expiration of the then applicable Term.
“Early Termination Fee” means the fee payable by Purchaser to Provider under the circumstances described in Section

2.2, Section 2.3 or Section 11.2.
“Effective Date ” has the meaning set forth in the preamble to the Special Conditions. “Energy Services ” has the meaning set forth in the Special Conditions. “Energy Services Agreement ” means each Energy Services Agreement (including the Schedules attached thereto) that may be entered into between ForeFront Power and Purchaser or between their respective Affiliates that incorporates these General Terms and Conditions by reference.
“Energy Services Payment ” has the meaning set forth in the Special Conditions . “Environmental Attr ibutes ” shall mean, without limitation, carbon trading credits, renewable energy credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, or Green-e® products .
“Environmental Documents ” has the meaning set forth in Section 7.2(f). “Environmental Law” means any and all federal, state, local, provincial and foreign, civil and criminal laws, statutes, ordinances, orders, common law, codes, rules, regulations, judgments, decrees, injunctions relating to the protection of health and the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or release to the environment of or exposure to Hazardous Materials , including any such requirements implemented through Governmental Approvals .
“Estimated Remaining Payments ” means as of any date, the estimated remaining Energy Services Payments to be made through the end of the then -applicable Term, as reasonably determined by Provider. “Expiration Date ” means the date on which th is Agreement terminates by reason of expiration of the Term. “Fair Market Value ” means, with respect to any tangible asset or service, the price that wo uld be negotiated in an arm’s-length, free market transaction, for cash, between an informed, willing seller and an informed, willing buyer, neither of whom is under compulsion to complete the transaction. Fair Market Value of the System will be determine d pursuant to Section 2.4.

“Financing Party” means, as applicable (i) any Person (or its agent) from whom Provider (or an Affiliate of Provider) leases the System, (ii) any Person (or its agent) who has made or will make a loan to or otherwise provides financing to Provider (or an Affiliate of Provider) with respect to the System, or (iii) any Person acquiring a direct or indirect interest in Provider or in Provider’s interest in th is Agreement or the System as a tax credit investor. “Force Majeure Even t” has the meaning set forth in Section 10.1. “ForeFront Power ” has the meaning set forth in the Preamble. “General Terms and Conditions ” means these General Terms and Conditions of the Energy Services Agreement , including all Exhibits hereto .
“Guaranteed Commercial Operation Date ” has the meaning set forth in Section 5 of the Special Conditions , subject to extension as set forth in Section 2.2(b) .
“Guaranteed Construction Start Date ” has the meaning set forth in Section 5 of the Special Conditions, subject to extension as set forth in Section 2.2(b) .
“Governmental Approval ” means any approval, consent, franchise, permit, certificate, resolution, concession, license, or authorization issued by or on behalf of any applicable Governmental Authority , including any such approval, consent, order or binding agreements with or involving a governmental authority under Environmental Laws . “Governmental Authority ” means any federal, state, regional, county, town, city, or municipal government, whether domestic or forei gn, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government.
“Hazardous Materials ” means any hazardous or toxic material, substance or waste, including petroleum, petroleum hydrocarbons or petroleum pr oducts, and any other chemicals, materials, substances or wastes in any amount or concentration which are regulated under or for which liability can be imposed under any Environmental Law. “Initial Term” has the meaning set forth in Section 2 of the Special Conditions. “Installation Work ” means the construction and installation of the System and the start -up, testing and acceptance (but not the operation and maintenance) thereof, all performed by or for Provider (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed) at the Premises.
“Invoice Date” has the meaning set forth in Section 6.2. “Liens” has the me aning set forth in Section 7.1(d).
“Local Electric Uti lity” means the local electric distribution owner and operator providing electric distribution and interconnection services to Purchaser at the Premises. “Losses ” means all losses, liabilities, claims, demands, suits, causes of action, judgments, awards, d amages, cleanup and remedial obligations, interest, fines, fees, penalties, costs and expenses (including all attorneys’ fees and other costs and expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity obligation).
“Option Price” has the meaning set forth in Section 2.3(i). “Party” or “Parties” has the meaning set forth in the preamble to the Special Conditions . “Person ” means an individual, partnership, corporation, limited liability company, business tr ust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a Governmental Authority.

“Pre-existing Environmental Conditions ” means any: (i ) violation of, breach of or non -compliance with any Environmental Laws with respect to the Premises that first existed, arose or occurred on or prior to Provider’s commencement of construction at the Premises and (ii) the presence or release of, or exposu re to, any Hazardous Materials at, to, on, in, under or from the Premises that first existed, arose or occurred on or prior to Provider’s commencement of construction at the Premises.
“Premises” means the premises described in Schedule 1 of the Special Conditions. The Premises includes the entirety of any structures and underlying real property located at the address in Schedule 1 of the Special Conditions. “Provider” has the meaning set forth in the Special Conditions. “Provider Default” has the meaning s et forth in Section 11.1(a). “Provider Indemnified Parties ” has the meaning set forth in Section 16.2. “Purchase Date” means the first Business Day that occurs after the applicable purchase date set forth in Schedule 3 of the Special Conditions .
“Purchaser ” has the meaning set forth in the preamble to the Special Conditions. “Purchaser Default” has the meaning set forth in Section 11.2(a). “Purchaser Indemnified Parties ” has the meaning set forth in Section 16.1. “Renewal Term” if applicable, has the meanin g set forth in Section 2 of the Special Conditions . “Representative ” has the meaning set forth in Section 15.1. “Security Interest ” has the mean ing set forth in Section 8.2(a). “Site-Specific Requirements ” means the site-specific information and requirements as may be set forth in Schedule 6 of the Special Conditions.
“Special Conditions ” means each Energy Services Agreement, excluding these General Terms and Conditions. “Stated Rate” means a rate per annum equal to the lesser of (a) the “prime rate” (as reported in The Wall Street Journal) plus two percent (2%) or (b) the maximum rate allowed by Applicable Law. “System” has the meaning set forth in Schedule 1 of the Special Conditions. “System-based Incentives ” means any accelerated depreciation, installation or production -based incentives, investment tax credits and subsidies including, but not limited to, the subsidies in Schedule 1 of the Special Conditions and all other related subsidies and incentives.
“System Operations ” means Provider’s operation, maintenance and repair of the System performed by Provider or for Provider (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be insta lled) in accordance with the requirements herein. “Term” means the Initial Term, and the subsequent Renewal Term(s), if any. “Term Year” means a twelve (12) month period beginning on the first day of the Term and each successi ve twelve (12) month period th ereafter.
“Termination Date ” means the date on which this Agreement ceases to be effective, including on an Early Termination Date or the Expiration Date.

1.2 Interpretation . The captions or headings in these General Terms and Conditions are strictly for convenience and shall not be considered in interpreting th is Agreement. Words in th is Agreement that impart the singular connotation shall be interpreted as plural, and words that impart the plural connotation shall be interpreted as singular, as the identity of the parties or objects referred to may require. The words “include”, “includes”, and “including” mean include, includes, and including “without limitation” and “without limitation by specification.” The words “hereof”, “herein”, and “hereunde r” and words of similar import refer to th is Agreement as a whole and not to any particular provision of th is Agreement. Except as the context otherwise indicates, all references to “Articles” and “Sections” refer to Articles and Sections of these General Terms and Conditions.

2. TERM AND TERMINATION.

2.1 Term. The Initial Term is as specified in the Special Conditions.

2.2 Early Termination.
(a) Purchaser may terminate th is Agreement prior to any applicable Expiration Date for any reason upon sixty (60) d ays’ prior written notice. If Purchaser terminates the Agreement prior to the Expiration Date of the Initial Term, Purchaser shall pay, as liquidated damages, the Early Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions, and Provider shall cause the System to be disconnected and removed from the Premises in accordance with Section 2.4. Upon Purchaser’s payment to Provider of the Early Termination Fee, th is Agreement shall terminate automatically.
(b) Purchaser may (i) if Provider fails to commence construction by the Guaranteed Construction Start Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $22.5/ kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions) , (ii) terminate this Agreement with no liability whatsoever , including, but not limited to the Early Termination Fee, if Provider fails to commence construction of the System by the date that is ninety (90) days after the Guaranteed Co nstruction Start Date , or (iii) if Provider fails to achieve Commercial Operation by the Guaranteed Commercial Operation Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $15/kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions) , plus (if Installation Work had commenced at the Premises as of the date of termination) any costs reasonably incurred by Purchaser to return its Premises to its condition prior to commencement of the Installation Work. Further, Purchaser may terminate this Agreement with no liability whatsoever , including, but not limited to the Early Termination Fee, if Provider fails to commence Commercial Operation by the date that is sixty ( 60) days after the Guaranteed Commercial Operation Date. The Guaranteed Construction Start Date and Guaranteed Commercial Operation Date shall be extended on a day -for-day basis if any of the following occurs: (x) notwithstanding Provider’s commercially reasonable effor ts, interconnection ap proval is not obtained within sixty (60) days after the Effective Date , provided that interconnection applications are submitted within 45 days of the later of (a) the Effective Date and (b) finalization of the S ystem layout , (y) a Force Majeure Event occurs or for any delays by the Local Electric Utility or (z) an occurrence of any other unforeseeable event outside of Provider’s reasonable control , provided that Provider makes reasonable efforts to mitigate the impact of such event s on the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date (as applicable).

Any such extension pursuant to subsection ( z) shall be subject to the approval of Purchaser which shall not be unreasonably withheld, conditioned or delay ed.

2.3 Purchase Option .
(i) On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “ Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and eighty (180) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser ’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser ’s notice, Provider shall specify the Option Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purch ase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event

Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.3(ii)), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of a ny Liens, and (B) assign all vendor warranties for the System to Purchaser , and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under th is Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, th is Agreement shall terminate automatically. Payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, th e provisions of th is Agreement shall be applicable as if Purchaser had not exercised any option to purchase the System.
(ii) Determination of Fair Market Value . If the Option Price indicated by Provider in accordance with Section 2.3(i) is equal to the Fa ir Market Value (as determined and demonstrated by supporting documentation provided by Provider) and Purchaser disputes such stated Fair Market Value within thirty (30) days of receipt of such notice from Provider, then the Parties shall mutually select a n independent appraiser with experience and expertise in the Energy Services industry. Such appraiser shall have expertise and experience in valuing photovoltaic system s, resale markets for such systems and related environmental attributes, and shall act reasonably and in good faith to determine Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest err or; however, if Purchaser in good faith disputes the valuation made by the appraiser, Purchaser shall have the right to retract its decision to exercise the Purchase Option . The costs of the appraisal shall be borne by Purchaser if such appraisal results in a value equal or greater than the value provided by Provider pursuant to Section 2.3(i); otherwise, the Parties shall equally share such cost.

2.4 Removal of System at Expiration . Subject to Purchaser ’s exercise of its purchase option under Section 2.3, upon the expiration or earlier termination of th is Agreement, Provider shall, at Provider’s expense, remove all of its tangible property comprising the System from the Premises on a mutually convenient date but in no case later than ninety (90) days afte r the Termination Date. The Premises shall be returned to its original condition, except for System mounting pads or other support structures on roof-mounted systems only, and ordinary wear and tear. If the System is to be located on a roof, then i n no case shall Provider’s removal of the System affect the integrity of Purchaser ’s roof, which shall be as leak proof as it was prior to removal of System (other than ordinary wear and tear).

For purposes of Provider’s removal of the System, Purchaser ’s covenants pursuant to Section 7.2 shall remain in effect until the date of actual removal of the System. Provider shall leave the Premises in neat and clean order. If Provider fails to remove or commence substantial efforts to remove the System by such ag reed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore the Premises to its original condition (other than System mounting pads or other support structures and ordinary wear and tear) at Provider’s reasonable cost.

2.5 Conditions Prior to the Commercial Operation Date . (a) In the event that any of the following events or circumstances occur prior to the Commercial Operation Date, Provider may (at its sole discretion) provide notice that it is terminating this Agreement, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination , including but not limited to Provider’s restoration of the Premises in accordance with Section 2.4:
(i) Provider determines that the Premises, as is, is insufficient to accommodate the System or unsuitable for construction or operation of the System .
(ii) There exist site conditions (including environmental conditions) or construction requirements that were not known as of the Effective Date and that c ould reasonably be expected to materially increase the cost of Installation Work or would adversely affect the electricity production from the System as designed. (iii) There is a material adverse change in the regulatory environment, incentive progra m or federal or state tax code ( including the expiration of any incentive program or tax incentives in effect as of the Effective Date ) that could reasonably be expected to adversely affect the economics of the installation for Provider and its investors.

(iv) Provider is unable to obtain financing for the System on terms and conditions satisfactory to it . (v) Provider has not received : (1) a fully executed a license in the form of Exhibit A of these General Conditions from the owner of the Premises (if the Purchaser is a tenant) , (2) a release or acknowledgement from any mortgagee of the Premise, if required by Provider’s Financing Party , to establish the priority of its security interest in the System, and ( 3) such other documentation as may be reasonably requested by Provider to evidence Purchaser ’s ability to meet its obligations under Section 7.2(d )(ii) to ensure that Provider will have access to the Premises throughout the Te rm.
(vi) There has been a material adverse change in the rights of Purchaser to occupy the Premises or Provider to construct the System on the Premise s.
(viii) Purchaser has determined that there are easements, CCRs or other land use restrictions, liens or encumbrances that would materially impair or prevent the installation, operation, maintenance or removal of the System.
(ix) There has been a material adverse change in Purchaser’s credit -worthiness . (b) If any of the conditions set forth in Section 2. 5(a) are partly or wholly unsatisfied, and Provider wishes to revise the information in the Special Conditions, then Provider may propose modifications to the Special Conditions for acceptance by Purchaser. If Purchaser does not accept such modified Specia l Conditions, Provider may terminate this Agreement as provided in Section 2. 5(a) and shall restore the Premises in accordance with Section

2.4. If Purchaser accepts such revised Special Conditions, such revised Special Conditions shall be deemed an amendment of this Agreement, and this Agreement shall remain in force and effect upon execution by both Parties.

2.6 Co-Located Systems . With respect to any Systems that are co -located at the same Premises and connected to the same meter , the Parties acknowledge that the Systems are intended to be owned and operated as one integrated system, and that the Energy Services Payment (a) represents the added value of integrating the Systems to enable Provider’s delivery of the Energy Services pursuant to the Agreem ents when needed by Purchaser, and (b) is a component part of the total consideration payable to Provider in exchange for Provider’s comprehensive duties under this Agreement and the Agreement(s) related to the other co -located System(s). Accordingly, the Parties further agree (x) to treat the Systems as one integrated system for all purposes, and (y) that any right or option that is exercised with respect to the System or this Agreement, whether in respect of early termination, purchase option or otherwis e, shall also be exercised with respect to the Agreement(s) related to the other co -located System(s).

3. CONSTRUCTION, INSTAL LATION AND TESTING O F SYSTEM.

3.1 Installation Work . Provider will cause the System (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed) to be designed, engineered, installed and constructed substantially in accordance with Schedule 1 of the Special Conditions and Applicable Law. At its request, Purchaser shall have the right to review all construction plans and designs, including engineering evaluations of the impact of the System. Provider shall perform the Installation Work at the Premises between the hours of 7:00 a.m. and 7:00 p.m. in a manner that minimizes inconvenience to and interference with the use of the Premises to the extent commercially practical.

3.2 Approvals; Permits. Purchaser shall assist Provider in obtaining all necessary consen ts, approval s and permits required to perform Purchaser’s obligations under this Agreement, including but not limited to those related to the Local Electric Utility, any Governmental A pproval, and any consents, waivers, approvals or releases required pursu ant to any applicable contract or CCR.

3.3 System Acceptance Testing .
(a) Provider shall conduct testing of the System in accordance with such methods, acts, guidelines, standards and criteria reasonably accepted or followed by providers of Energy Services similar to those provided by the System in the United States. Provider shall provide Purchaser with reasonable advanced notice of such testi ng

and shall permit Purchaser or Purchaser’s representative to observe such testing. Purchaser’s observation of su ch testing shall not be construed as or deemed an approval of such testing or test results. (b) If the results of such testing indicate that the System is capable of providing the Energy Services , using such instruments and meters as have been installed for such purposes, and the System has been approved for interconnected operation by the Local Electric Utility (“Commercial Operation ”), then Provider shall send a written notice to Purchaser to that effect, and the date of such notice shall be the “ Commercial Operation Date ”.

4. SYSTEM OPERATIONS.

4.1 Provider as Owner and Operator . The System will be owned by Provider or Provider’s Financing Party and will be operated and maintained and, as necessary, repaired by Provider at its sole cost and expense; provided, any repair or maintenance costs incurred by Provider as a result of Purchaser ’s negligence or breach of its obligations hereunder shall be reimbursed by Purchaser .

4.2 Metering. Provider shall install and maintain a utility grade kilowatt -hour (kWh) meter for the measurement of electrical energy provided by the System and may, at its election, install a utility grade kilowatt-hour (kWh) meter for the measurement of electrical energy delivered by the Local Electric Utility and consumed at the Premises. Such meter(s) shall meet the general commercial standards of the solar photovoltaic industry or the required standards of the Local Electric Utility.

4.2.1 Meter Testing .
(a) Provider shall provide certificates of calibration for all meters prior to the time of their installation, no meter will be placed in service for which Provider has not provided certificates of calibration. Provider shall test or arrange for all meters to be tested in accordance with the meter manufacturer’s recommendations. Provider shall bear all costs and expenses associated with each meter testing. Purchaser shall be notified at least ten (10) days in advance of such testing and shall have the right to be present during such tests. Provider shall provide Purchaser with detailed written results of all meter tests.
(b) Provider shall test or arrange for meter inspection and testing bi -annually when performing System operations and maintenance.

4.2.2 Cost of Meter Repair .
(a) If meter testing, as described above demonstrates that a meter was operating outside of its allowable calibrations (+/ - 2%), then Provider will pay for the cost of repairs or replacement necessary to restore a meter to proper working order.
(b) If a meter is found to be inaccurate by more than two percent (2%), invoices for the prior six (6) months or from the last date such meter was registering accurately, whichever period is less, shall be adjusted to reconcile the discrepan cy and payment for the amount of the adjustment issued by the appropriate party within 45 days, except that Purchaser shall not be obligated to pay interest on any amount found to be due because a meter was operating outside of its allowable calibration (+ /- 2%).

4.2.3 Meter Data . Provider shall gather and maintain the data from all meters, including but not limited to, interval data registered at least once every fifteen (15) minutes (“ Meter Data ”), and shall make such Meter Data promptly available to Pu rchaser at Purchaser’s request.

4.3 System Disruptions . In the event that (a) the owner or lessee of the Premises repair s the Premises for any reason not directly related to damage caused by the System, and such repair requires the partial or complete temporary disassembly or movement of the System, or (b) any act or omission of Purchaser or Purchaser ’s employees, Affiliates, agents or subcontractors (collectively, a “ Purchaser Act”) results in a disruption or outage in System production, then , in either case, Purchaser shall (i) pay Provider for all work required by Provider to disassemble or move the System and (ii) continu e to make all payments for the Energy Services during such period of System

disruption (the “ Disruption Period ”), and (iii) reimburse Provider for any other lost revenue during the Disruption Period, including any lost revenue associated with any reduced s ales of Environmental Attributes and any reduced System-based Incentives , if applicable, during the Disruption Period . For the purpose of calculating Energy Services Payments and lost revenue for such Disruption Period, Energy Services for each month of said months shall be deemed to have been produced at the average rate over the same month for which data exists (or, if the disruption occurs within the first twelve (12) months of operation, the average over such period of operation) . Notwithstanding the foregoing, Purchaser shall be entitled to exercise its rights under Section 9 (Allowed Disruption Time) of the Special Conditions.

5. TITLE TO SYSTEM.

5.1 Throughout the duration of th is Agreement, Provider or Provider’s Financing Party sha ll be the legal and beneficial owner of the System at all times, and the System shall remain the personal property of Provider or Provider’s Financing Party and shall not attach to or be deemed a part of, or fixture to, the Premises. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code.

Purchaser covenants that it will use reasonable commercial efforts to place all parties having an interest in or lien upon the real property comprising the Premises on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Premises which could reasonably be construed as attaching to the System as a fixture of the Premises, Purchaser shall provide, at Provider’s request, a disclaimer or release from such lien holder. If Purchaser is the fee owner of the Premises, Purchaser consents to the filing by Provider, on behalf of Purchaser , of a disclaimer of the System as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises. If Purchaser is not the fee owner, Purchaser will, at Provider’s request, use commercially reasonable efforts to obtain such consent from such owner.

5.2 Environmental Attributes And System -Based Incentives . Purchaser’s purchase of Energy Services includes Environmental Attributes, but does not include System-based incentives. System-based Incentives shall be owned by Provider or Provider’s financing party for the duration of the System’s operating life. Purchaser disclaims any right to System-based Incentives based upon the installation of the System at the Premises, and shall, at the request of Provider, execute any document or agreement reasonably necessary to fulfill the intent of this S ection 5.2.

6. PRICE AND PAYMENT.

6.1 Consideration . Purchaser shall pay to Provider a monthly Energy Services Payment for the Energy Services provided during each calendar month of the Term as set forth in the Special Conditions .

6.2 Invoice. Provider shall invoice Purchaser on or about the first day of each month (each, an “Invoice Date”), commencing on the first Invoice Date to occur after the Commercial Operation Date, for the Energy Services Payment in resp ect of the immediately preceding month. The last invoice shall include Energy Services provided only through the Termination Date of this Agreement. Invoices shall state, at a minimum, (i) the amount of actual electricity produced by the System and delivered to the delivery point during the invoice period (if applicable), (ii) the rates applicable to, and any charges incurred by, Pu rchaser under this Agreement, and (iii) the total amount due from Purchaser.

6.3 Time of Payment. Purchaser shall pay all undisputed amounts due hereunder within thirty (30) days after Purchaser’s receipt of an invoice from Provider .

6.4 Method of Payme nt. Purchaser shall make all payments under th is Agreement either (a) by electronic funds transfer in immediately available funds to the account designated by Provider from time to time or (b) by check timely delivered to the location designated by Provider from time to time. All payments that are not paid when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated Rate.

6.5 Disputed Payments . If a bona fide dispute arises with respect to a ny invoice, Purchaser shall not be deemed in default under th is Agreement and the Parties shall not suspend the performance of their respective obligations hereunder, including payment of undisputed amounts owed hereunder. If an amount disputed by Purchaser

is subsequently deemed to have been due pursuant to the applicable i nvoice, interest shall accrue at the Stated Rate on such amount from the date becoming past due under such invoice until the date paid.

7. GENERA L COVENANTS.

7.1 Provider’s Covenants . Provider covenants and agrees to the following:
(a) Notice of Damage or Emergency . Provider shall (x) promptly notify Purchaser if it becomes aware of any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System, (y) immediately notify Purchaser if it becomes aware of any event or circumstance relating to the System or the Premises that poses a significant risk to human health, the environment, the System or the Premises. In the event of unreasonable damage to the Premises caused by, or as the result of, the System, Provider shall, at its sole cost, repair said Premises to the condition existing prior to such damage. (b) Governmental Approvals . While providing the Installation Work, Energy Services, and System Operations, Provider shall obtain and maintain and secure all Governmental Approvals required to be obtained and maintained and secured by Provider and to enable Provider to perform such obligations. (c) Health and Safety . Provider shall take all necessary and reasonable safety precautions with respect to providing the Installation Work, Energy Services, and System Operations that shall comply with all Applicable Laws pertaining to the health and safety of persons a nd real and personal property. All work shall be performed by licensed professionals, as may be required by Applicable Law, a nd in accordance with such methods, acts, guidelines, standards and criteria reasonably accepted or followed by a majority of System integrators in the United States . (d) Liens. Other than a Financing Party’s security interest in or ownership of the Syste m, Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien), charge, security interest, encumbrance or claim of any nature (“ Liens”) on or with respect to the Premises or any interest therein, in each case to the extent such Lien arises from or is related to Provider’s performance or non -performance of its obligations hereunder. If Provider breaches its obligations under this Section, it shall (i ) immediately notify Purchaser in writing, (ii) promptly cause such Lien to be discharged and released of record without cost to Purchaser , and (iii) defend and indemnify Purchaser against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien; provided , Provider shall have the right to contest any such Lien, so long as it provides a statut ory bond or other reasonable assurances of payment that either remove such Lien from title to the Premises or that assure that any adverse judgment with respect to such Lien will be paid without affecting title to the Premises . (e) System Condition. Provider shall take all actions reasonably necessary, including but not limited to repair and maintenance, to ensure that the System is capable of operating at a commercially reasonable continuous rate throughout the Term.
(f) Environmental Indemnification by Provider. Provider shall indemnify, hold harmless and defend Purchaser Indemnified Parties from and against all claims, pay costs and expenses, and conduct all actions required under Environmental Laws in connection with the deposit, release, or spill of any Hazardous Materials at, on, above, below or near the Premises by Provider. In no event shall Provider be responsible for the existence of any Hazardous Materials at the Premises prior to the Effective Date. Provider shall promptly notify Purchaser if it becomes aware of any Hazardous Materials, or any deposit, spill, or release of any Hazardous Materials at, on, above, below or near the Premises.
(g) Production Data . Provider shall provide Purchaser with access to System production data in electronic format, such as tabular Excel or csv with each production unit in a separate cell. Production data could be delivered monthly or by granting Purchaser access to a web portal.

7.2 Purchaser ’s Covenants . Purchaser covenants and agrees as follows:

(a) Notice of Damage or Emergency . Purchaser shall (i) promptly notify Provider if it becomes aware of any damage to or loss of the use of the System or that could reasonably be ex pected to adversely aff ect the System, (ii) immediately notify Provider it becomes aware of any event or circumstance that poses an imminent risk to human health, the environment, the System or the Premises. In the event of damage to Purchaser’s premises caused by, or as the result of, the System, Provider shall, at its sole cost, repair said premises to the condition existing prior to such damage.
(b) Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. If Purchaser breaches its obligations under this Section, it shall immediately notify Provider in writing, shall promptly cause such Lien to be discharged and released of record without cost to Provider, and shall indemnify Provider against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. (c) Consents and Approvals . To the extent that only Purchaser is authorized to request, obtain or issue any necessary approvals, Governmental Approval s, rebates or other financial incentives, Purchaser shall cooperate with Provider to obtain or issue such approvals, Governmental Approval s, rebates or other financial incentives in the name of Provider. Purchase r shall provide to Provider copies of all Governmental Approvals and CCRs applicable to the Premises, other than those obtained by Provider or to which Provider is a party. (d) Access to Premises, Gran t of License .
(i) Purchaser hereby grant s to Provider a revocable non -exclusive license coterminous with the Term containing all the rights necessary for Provider to use and occupy portions of the Premises for the installation, operation , maintenance and removal of the System pursuant to the terms of this Agreement , including ingress and egress rights to the Premises for Provider and its employees, contractors and subcontractors and access to electrical panels and conduits to interconnect or disconnect the System with the Premises’ electrical wiring ; provided , with respect to Provider’s access to the Site, such license shall be subject to conditions or limitations for the protection of minor students that are imposed generally on commercial contractors by Purchaser or by Applicable Law . If Provider’s financing structure requires tha t Purchaser enter into a license agreement directly with Financing Party, Provider shall enter into such an agreement which shall be in a form set forth by Provider and which contain substantially the same rights as set forth in this Section 7.2(d). (ii) Regardless of whether Purchaser is owner of the Premises or leases the Premises from a landlord, Purchaser hereby covenants that (x) Provider shall have access to the Premises and System during the Term of this Agreement and for so long as needed after termination to remove the System pursuant to the applicable provisions herein, and (y) neither Purchaser nor Purchaser ’s landlord will interfere or handle any Provider equipment or the System without written authorization from Provider; provided , Purchaser and Purchaser ’s landlord shall at all times have access to and the right to observe the Installation Work or System removal . (iii) If Purchaser is a lessee of the Premises, Purchaser further covenants that it shall deliver to Provider, a license from Purchaser ’s landlord in substantially the form attached hereto as Exhibit A of these General Conditions. (e) Temporary storage space during installation or removal . Purchaser shall use commercially reasonable efforts to provide for sufficient space at the Premises for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during the Installation Work, System Operations or System removal, and access for rigging and material handling. Subject to Purchaser’s indemnity obligations set forth herein , Purchaser shall have no liability whatsoever in connection with personal property or equipment of Provider or Provider’s employees, consultants, contractors, subcontractors, and vendors. Provider s hall be solely responsible for the safety and security of Provider’s employees, consultants, contractors, subcontractors, and vendors, as well as any personal property, including but not limited to, any tools, materials, and equipment of such parties used or stored on the Premises. (f) Environmental Documents . On or before the Effective Date of each Special Conditions Purchaser shall identify and set forth in each Special Conditions and unless previously delivered, Purchaser shall, to the extent the same are known and in the possession or control of Purchaser , deliver to Provider copies of all reports, agreements, plans, inspections, tests, studies or other materials concerning the presence of Hazardous Materials at, from or on the

Premises including, but not limited to, soil reports, design drawings, environmental reports , sampling results or other documents relating to Hazardous Materials that have been identified or may be present on, in or under the Premises (collectively, the “ Environmental Documents ”). Thereafter, Purchaser agrees to provide copies of any new Environmental Documents within ten (10) days of receipt of same. Purchaser hereby agrees to furnish such other documents in P urchaser’s possession or control with respect to Governmental Approvals compliance with Environmental Law or Hazardous Materials with respect to the Premises as may be reasona bly requested by Provider from time to time.
(g) Compliance with Environmental Laws. Notwithstanding anything to the contrary in this Agreement, Purchaser shall operate and maintain the Premises to comply with the requirements of all applicable Environmental Laws that limit or govern the conditions or uses of the Premises , without impairing or interfering with Provider’s construction, operation and ownership of the System or occupancy of the Premises. In no event shall Provider have any liability or obligation with respect to any Pre -existing Environmental Condition on, in or under the Premises, or operations or maintenance of the Premises required to comply with Environmental Laws with respect to Pre-Existing Environmental Conditions .
(h) Environmental Indemnification by Purchaser . Purchaser shall indemnify, hold harmless and defend Provider from and against all claims, pay costs and expenses, and conduct all actions required under Environmental Laws in connection with (i) the existence at, on, above, below or near the Premises of any Pre-existing Environmental Conditions, and (ii) any Hazardous Materials released, spilled or deposited at, on above or below the Premises by the Purchaser . Purchaser shall promptly notify Provider if it becomes aware of any Hazardous Materials, or any deposit, spill, or release of any Hazardous Ma terials at, on, above, below or near the Premises.

8. REPRESENTATIONS & WA RRANTIES.

8.1 Representations and Warranties of Both Parties . In addition to any other representations and warranties contained in th is Agreement, each Party represents and warrants t o the other as of the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization; (b) it has the full right and authority to enter into, execute, deliver, and perform its obligations unde r this Agreement;
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy and other similar laws now or hereafter in effect;
(e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; (f) its execution and performance of th is Agreement and the transactions contemplated hereby do not and will not constitute a breach of any term or provision of, or a default under, (i) any contract , agreement or Governmental Approval to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws ; and (g) its execution and performance of th is Agreement and the transactions contemplated hereby do not and will not require any consent from a third party, including any Governmental Approvals from any Governmental Authority, that are not identified in the Special Conditions .

8.2 Representations of Purchaser . Purchaser represents and warrants to Provider as of the Effective Date t hat:

(a) Purchaser acknowledges that it has been advised that part of the collateral securing the financial arrangements for the System may be the granting of a first priority perfected security interest (the “ Security Interest ”) in the System to a Financing Party ;
(b) To Purchaser ’s knowledge, the granting of the Security Interest will not violate any term or condition of any covenant, restriction, lien, financing agreement, or security agreement affecting the Premises ; (c) Purchaser is aware of no existin g lease, mortgage, security interest or other interest in or lien upon the Premises that could attach to the System as an interest adverse to Provider’s Financing Party’s Security Interest therein;
(d) To Purchaser’s knowledge, there exists no event or condition which constitutes a default, or would, with the giving of notice or lapse of time, constitute a default under this Agreement ; (e) To Purchaser’s knowledge, Purchaser has identified and disclosed to Provider in the Special Conditions (i) all Environmental Documents in Purchaser’s possession or control , (ii) all CCRs, Governmental Approvals or other restrictions imposed under Applicable Laws with respect to the use of the Premises that could affect the construction and operation of the System within Purchaser’s possession or control, and (iii) all environmental reports, studies, data or other information relating to the use of the Premises by Provider within the Purchaser’s possession or control ;
(f) To Purchaser’s knowledge, t he Premises is in compl iance with Environmental Laws, and that Purchaser holds and is in compliance with all Governmental Approvals required for the ownership and any current operations or activities conducted at the Premises; and (g) Purchaser has identified in the Special Conditions and delivered to Provider all material reports and information concerning the presence or release of Hazardous Materials on, in or under the Premises in Purchaser’s possession or control .

Any Financing P arty shall be an intended third -party beneficiary of this Section 8.2.

8.3 EXCLUSION OF WARRANTIES . EXCEPT TO THE EXTENT OTHERWISE EXPRESS L Y

SET FORTH HEREIN, THE INSTALLATION WORK, SYSTEM OPERATIONS, AND ENERGY SERVI CES PROVIDED BY PROVIDER TO PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE “A S-IS WHERE-IS.” NO OTHER WARRANTY TO PURCHASER OR ANY OTHER PERSON, WHETHER EXPRESS,

IMPLIED OR STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRIPTION, QUALITY,

MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, OR FITNESS

FOR ANY PARTICULAR PURPOSE OF THE SYSTEM, THE ENERGY SERVICES OR ANY OTHER SERVICE

PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY PROVIDER.

9. TAXES AND GOVERNMENTA L FEES.

9.1 Purchaser Obligations. Purchaser shall reimburse and pay for any documented taxes, fees or charges imposed or authorized by any Governmental Authority and paid by Provider due to Provider’s sale of the Energy Services to Purchaser (other than income taxes imposed upon Provider). Provider shall notify Purchaser in writing with a detailed statement of such amounts, which shall be invoiced by Provider and payable by Purchaser . Purchaser shall timely report, make filings for, and pay any and all sales, use, income, gross receipts or other taxes, and any and all franchise fees or similar fees assessed against it due to its purchase of the Energy Services. This Section 9.1 excludes taxes specified in Section 9.2.

9.2 Provider Obligations. Subject to Section 9.1 above, Provider shall be responsible for all income, gross receipts, ad valorem, personal property or real property or other similar taxes and any and all franchise fees or similar fees assessed against it due to its ownership of the System.

10. FORCE MAJEURE.

10.1 Definition. “ Force Majeure Event ” means any act or event that prevents the affected Party from performing its obligations in accordance with th is Agreement, if such act or event is beyond the reasonable control, and not the result of the fault or negligence, of th e affected Party and such Party had been unable to overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing conditions, “Force Majeure Event” shall include without limitation th e following acts or events: (i) natural phenomena, such as storms, hurricanes, floods, lightning , volcanic eruptions and earthquakes; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking t o be excused from performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; (iv) strikes or labor disputes (except strikes or labor disputes caused solely by employees of Provider or as a result of such party’s failure to comply with a collective bargaining agreement) ; and (v) action or inaction by a Governmental Authority (unless Purchaser is a Governmental Authority and Purchaser is the Party whose performance is affected by such action nor inaction). A Force Majeure Event shall not be based on the economic hardship of either Party , or upon the expiration of any lease of the Premises by the Purchaser from the owner of the Premises.

10.2 Excused Performance. Except as otherwise specifically provided in th is Agreement, neither Party shall be considered in breach of th is Agreement or liable for any delay or failure to comply with th is Agreement (other than the failure to pay amounts due hereunder), if and to the extent th at such delay or failure is attributable to the occurrence of a Force Majeure Event; provided , the Party claiming relief under this Article 10 shall as soon as practicable after becoming aware of the circumstances constituting Force Majeure (i) notify the other Party in writing of the existence of the Force Majeure Event, (ii) exercise all reasonable efforts necessary to minimize delay caused by such Force Majeure Event, (iii) notify the other Party in writing of the cessation or termination of said Force M ajeure Event and (iv) resume performance of its obligations hereunder as soon as practicable thereafter; provided , Purchaser shall not be excused from making any payments and paying any unpaid amounts due in respect of Energy Services delivered to Purchase r prior to the Force Majeure Event performance interruption. Subject to Section 10.3 below, the Parties agree that to the extent permitted by Applicable Law , the Term of this Agreement shall extend on a day for day basis for every day in which the occurre nce of a Force Majeure Event has affected either Party’s performance of its obligations hereunder.

10.3 Termination in Consequence of Force Majeure Event . If a Force Majeure Event shall have occurred that has affected Provider’s performance of its obligat ions hereunder and that has continued for a continuous period of one hundred eighty (180) days, then either Party shall be entitled to terminate th is Agreement upon ninety (90) days’ prior written notice to the other Party . If at the end of such ninety (90) day period such Force Majeure Event shall still continue, th is Agreement shall automatically terminate. Upon such termination for a Force Majeure Event, neither Party shall have any liability to the other (other than a ny such liabilities that have accrued prior to such termination, including but not limited to Provider’s obligations to remove the System and restore the Premises as set forth herein), and Purchaser shall have no obligation to pay the Early Termination Fee .

11. DEFAULT.

11.1 Provider Defaults and Purchaser Remedies.
(a) Provider Defaults. The following events shall be defaults with respect to Provider (each, a “Provider Default”):
(i) A Bankruptcy Event shall have oc curred with respect to Provider; (ii) Provider fails to pay Purchaser any undisputed amount owed under the Agreement within thirty (30) days from receipt of notice from Purchaser of such past due amount; and (iii) Provider breaches any material representation, covenant or other term of th is Agreement and (A) if such breach can be cured within thirty (30) days after Purchaser ’s written notice of such breach and Provider

fails to so cure, or (B) Provider fails to commence and pursue a cure within such thirty (30) day period if a longer cure period is needed .
(b) Purchaser ’s Remedies . If a Provider Default described in Section 11.1(a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Article 12, Purchaser may terminate this Agreement with no penalty or liability whatsoever, including but not limited to the Early Termination Fee, and exercise any other remedy it may have at law or equity or under th is Agreement.

11.2 Purchaser Defaults and Provider’s Remedies.
(a) Purchaser Default. The following events shall be defaults with respect to Purchaser (each, a “Purchaser Default”):
(i) A Bankruptcy Event shall have occ urred with respect to Purchaser ; (ii) Purchaser breaches any material representation, covenant or other term of th is Agreement if (A) such breach can be cured within thirty (30) days after Provider’s notice of such breach and Purchaser fails to so cure, or (B) Purchaser fails to commence and pursue said cure within such thirty (30) day period if a longer cure period is needed , such longer cure period not to exceed ninety (90) days ; and (iii) Purchaser fails to pay Provider any undisputed amount due Provider under th is Agreement within thirty (30) days from receipt of notice from Provider of such past due amount. (b) Provider’s Remedies . If a Purchaser Default described in Section 11.2(a) has occurred and is continuing, in addition to other remedies expressly prov ided herein, and s ubject to Article 12, Provider may terminate this Agreement and upon such termination, (A) Provider shall be entitled to receive from Purchaser the Early Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions , and (B) Provider may exercise any other remedy it may have at law or equity or under th is Agreement.

11.3 Cross Defa ult. With respect to any Systems that are co -located at the same Premises, if a Party defaults under th is Agreement, it shall also be a default of such Party under the Agreement(s) related to the other co - located System(s); provided , a cure of the original default shall be a cure of any such cross default. In the event of a cross default, the non -defaulting Party shall be entitled to exercises its rights with respect to this Agreement and all such other Agreements, including terminating all such Agreement s and, if Provider terminates one or more Agreements due to a Purchaser Default, Purchaser shall pay the Early Termination Fees for all such terminated Agreements.

11.4 Removal of System . Upon any termination of th is Agreement pursuant to this Article 11 and payment of the Early Termination Fee (if applicable), Provider will remove the System pursuant to Section 2.4 hereof.

12. LIMITATIONS OF LIABI LITY.

12.1 Except as expressly provided herein, neither Party shall be liable to the other Party or its Indemnified Persons for any special, punitive, exemplary, indirect, or consequential damages, losses or damages for lost revenue or lost profits, whether foreseeable or not, arising out of, or in connection with th is Agreement.

12.2 A Party’s maximum liabi lity to the other Party under th is Agreement, shall be limited to the aggregate Estimated Remaining Payments as of the date of the events giving rise to such liability, provided , the limits of liability under this Section 12.2 shall not apply with respect to (i) indemnity obligations hereunder in respect of personal injury or environmental claims and (ii) any obligation of Purchaser to pay Energy Service Payments , the Early Termination Fee or the Option Price, (iii) any obligation of Provider to pay for Los t Savings in accordance with the Special Conditions and (iv) if applicable, any obligation of Provider to remove the System and restore the Premises in accordance with Section 2.4 .

13. ASSIGNMENT.

13.1 Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an “ Assignment ”) the Agreement or any interest therein, without the prior written consent of Purchaser , which shall not be unreasonabl y withheld, conditioned or delayed; provided , Purchaser agrees that Provider may assign this Agr eement without the consent of the Purchaser to an Affiliate of Provider or any party providing financing for the System. In the event that Provider identifies a secured Financing Party in the Special Conditions, or in a subsequent notice to Purchaser , then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions and agrees to provide such estoppels , acknowledgments and opinions of counsel as Provider may reasonably request from time to time. Any Financing Party shall be an intended third -party beneficiary of this Section 1 3.1. Any Assignment by Provider without obtaining the prior written consent and release of Purchaser , when such consent is required by this Section 13.1, shall not release Provider of its obligations hereunder.

13.2 Acknowledgment of Collateral Assignment . In the event that Provider identifies a secured Financing Party in the Special Conditions, or in a subsequent notice to Purchaser , then Purchaser hereby acknowledges :
(a) The collateral assignment by Provider to the Financing Party , of Provider’s right, title and interest in, to and under th is Agreement, as consented to under Section 13.1 of th is Agreement. (b) That the Financing Party as such collateral assignee shall be entitled to exercise any and all rights of lenders generally with respect to Provider’s interests in this Agreement . (c) That it has been advised that Provider has granted a first priority perfected security interest i n the System to the Financing Party and that the Financing Party has relied upon the characterization of the System as personal property, as agreed in this Agreement in accepting such security interest as collateral for its financing of the System.

Any Financing Party shall be an intended third - party beneficiary of this Section 13. 2.

13.3 Assignment by Purchaser . Purchaser shall not assign th is Agreement or any interest therein, without Provider’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any Assignment by Purchaser without the prior written consent of Provider shall not release Purchaser of its obligations hereunder.

14. NOTICES.

14.1 Notice Ad dresses . Unless otherwise provided in th is Agreement, all notices and communications concerning th is Agreement shall be in writing and addressed to the other Party (or Financing Party, as the case may be) at the addresses set forth in the Special Conditio ns, or at such other address as may be designated in writing to the other Party from time to time.

14.2 Notice. Unless otherwise provided herein, any notice provided for in th is Agreement shall be hand delivered, sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service , and shall be deemed delivered to the addressee or its office when received at the address for notice specified above when hand delivered, upon confirmation of sending when sent by facsimile (if sent during normal business hours or the next Business Day if sent at any other time), on the Business Day after being sent when sent by overnight delivery service (Saturdays, Sundays and legal holidays excluded), or five (5) Business Days after deposit i n the mail when sent by U.S. mail.

14.3 Address for Invoices . All invoices under th is Agreement shall be sent to the address provided by Purchaser . Invoices shall be sent by regular first class mail postage prepaid.

15. CONFIDENTIA LITY.

15.1 Confidentiality O bligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, desig n, operation and maintenance of the System or of Purchaser ’s business (“ Confidential Information”) to the other or, if in the course of performing under th is Agreement or negotiating th is Agreement a Party learns Confidential Information regarding the faci lities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confid ential Information, except in the negotiation and performance of th is Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors , consultants, Affil iates, lenders (existing or potential) , investors (existing or potential) and potential third-party assignees of th is Agreement or third-party acquirers of Provider or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives ”), in each case whose access is reasonably necessary . Each such recipient of Confidential Information shall be informed by the Party d isclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any b reach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of th is Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as s et forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosi ng Party.

15.2 Permitted Disclosures . Notwithstanding any other provision herein, neither Party shall be required to hold confidential any information that:
(a) Becomes publicly available other than through the receiving Party; (b) Is required to be disclosed by a Governmental Authority, under Applicable Law , including but not limited to the California Public Records Act, or pursuant to a validly issued subpoena or required filing, but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such requirement; (c) Is independently developed by the receiving Party; or (d) Becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality.

15.3 Goodwill and Publicity . Neither Party shall use the name, trade name, service mark, or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party.

The Parties shall coordinate and cooperate with each other when making public announcements related to the execution and existence of th is Agreement, and each Party shall have the right to promptly review, comment upon, and approve any publicity materials, press releases, or other public statements by the other Party that re fer to, or that describe any aspect of, th is Agreement; provided , no such publicity releases or other public statements (except for filings or other statements or releases as may be required by Applicable Law) shall be made by either Party without the prio r written consent of the other Party. At no time will either Party acquire any rights whatsoever to any trademark, trade name, service mark, logo or other intellectual property right belonging to the other Party.

Notwithstanding the foregoing, Purchaser agrees that Provider may, at its sole discretion, take photographs of the installation process of the System and/or the completed System, and Provider shall be permitted to use such images (regardless of media) in its marketing efforts, including but not li mited to use in brochures, advertisements, websites and news outlet or press release articles. The images shall not include any identifying information without Purchaser permission and the installation site shall not be disclosed beyond the type of establishment (such as “Retail Store,” “Distribution Center,” or such other general terms), the city and state.

15.4 Enforcement of Confidentiality Obligation . Each Party agre es that the disclosing Party would be irreparably injured by a breach of this Article 15 by the receiving Party or its Representatives or other Person to whom

the receiving Party discloses Confidential Information of the disclosing Party and that the discl osing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Article 15. To the fullest extent permitted by Applicable Law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 15, but shall be in addition to all other remedies available at law or in equity.

16. INDEMNITY.

16.1 Provider’s Indemnity. Subject to Article 12, Provider agrees that it shall indemnify and hold harmless Purchaser , its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “ Purchaser Indemnified Parties ”) from and against any and all Losses incurred by Purchaser Indemnified Partie s to the extent arising from or out of the following: any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Provider’s negligence or willful misconduct . Provider shall not, however, be required to reimburse or indemnify any Purchaser Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Purchaser Indemnified Party.

16.2 Purchaser’s Indemnity . Subject to Article 12 and to the extent permitted by Applicable Law, Purchaser agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “ Provider Indemnified Parties ”) from and against any and all Losses incurred by Provider Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Purchaser’s negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Provider Indemnified Party.

17. INSURANCE.

17.1 Generally. Purchaser and Provider shall each maintain the following insurance coverages in full force and effect throughout the Term either through insurance policies or acceptable self -insured retentions: (a) Workers’ Compensation Insurance as may be from time to time required under appl icable federal and state law, (b) Commercial General Liability Insurance with limits of not less than $2,000,000 general aggregate, $1,000,000 per occurrence, and (c) automobile insurance with commercially reasonable coverages and limits. Additionally, Provider shall carry adequate property loss insurance on the System which need not be covered by Purchaser ’s property coverage. The amount and terms of insurance coverage will be determined at Provider’s sole discretion.

17.2 Certificates of Insurance . Each Party, upon request, shall furnish current certificates evidencing that the insurance required under Section 17.1 is being maintained. Each Party’s insurance policy provided hereunder shall contain a provision whereby the insured agrees to give the other Party thirty (30) days’ written notice before the insurance is cancelled or materially altered.

17.3 Additional Insureds . Each Party’s insurance policy shall be written on an occurrence basis and shall include the other Party as an additional insured as its interest may appear.

17.4 Insurer Qualifications . All insurance maintained hereunder shall be maintained with companies either rated no less than A - as to Policy Holder’s Rating in the current edition of Best’s Insurance Guide (or with an association of companies each of the members of which are so rated) or having a parent company’s debt to policyholder surplus ratio of 1:1.

17.5 Additional Terms . Required insurance coverages shall not prohibit the Provider from waiving the right of subrogation prior to a loss. Provider shall waive all subrogation rights against the indemnified parties. Provider shall ensure that it carries adequate property loss insurance on the System, which need not be covered by Purchaser’s property or other insurance coverage. Pr ovider shall further ensure that any qualified contractor purchases and maintains insurance of the types and limits of liability, containing the endorsements, as would ordinarily and reasonably be expected by an experienced contractor undertaking the type of work contemplated by this Agreement

with respect to the potential liability for loss or damage under this Agreement. Provider shall further ensure that any qualified contractor’s insurance lists Purchaser as an additional insured.

18. MISCELLANEOUS.

18.1 Integration; Exhibits. The Agreement, together with the Exhibits and Schedules attached thereto or incorporated by reference , constitute the entire agreement and understanding between Provider and Purchaser with respect to the subject matter thereof and s upersedes all prior agreements relating to the subject matter hereof which are of no further force or effect. The Exhibits and Schedules attached to this Agreement, including these General Terms and Conditions as incorporated by reference, are integral pa rts of this Agreement and are an express part of this Agreement. In the event of a conflict between the provisions of these General Terms and Conditions and any applicable Special Conditions, the provisions of the Special Conditions shall prevail.

18.2 Amendments . This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Provider and Purchaser .

18.3 Industry Standards . Except as otherwise set forth herein, for the purpose of th is Agreement the normal standards of performance within the Energy Services industry in the relevant market shall be the measure of whether a Party’s performance is reasonable and timely. Unless expressly defined herein, words having well -known technical or trade meanings shall be so construed.

18.4 Cumulative Remedies . Except as set forth to the contrary herein, any right or remedy of Provider or Purchaser shall be cumulative and without prejudice to any other right or remedy, whether contained herein or not.

18.5 [Reserved ].

18.6 Limited Effect of Waiver . The failure of Provider or Purchaser to enforce any of the provisions of this Agreement, or the waiver thereof, shall not be construed as a general waiver or relinquishment on its part of any such provision, in any other instance or of any other provision in any instance.

18.7 Survival. The obligations under Section 2. 4 (Removal of System), Section 7.1 (Provider Covenants ), Sections 7.2(d), (e), (f), (g) and (h) (Purchaser Covenants), Section 8.3 (Exclusion of Warranties), Article 9 (Taxes and Governmental Fees), Article 12 (Limitation of Liability), Article 14 (Notices), Article 15 (Confidentiality), Article 18 (Miscellaneous), all payment or indemnification obligations accrued prior to termination of this Agreement, or pursuant to other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement for any reason.

18.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to any choice of law principles. The Parties agree that the courts of the State of California and the Federal Courts sitting ther ein shall have jurisdiction over any action or proceeding arising under th is Agreement to the fullest extent permitted by Applicable Law. The Parties waive to the fullest extent permitted by Applicable Law any objection it may have to the laying of venue of any action or proceeding under this Agreement any courts described in this Section 18. 8.

18.9 Severability. If any term, covenant or condition in th is Agreement shall, to any extent, be invalid or unenforceable in any respect under Applicable Law, the remainder of th is Agreement shall not be affected thereby, and each term, covenant or condition of th is Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law and, if appropriate, such invalid or unenforceable provision shall be modified or replaced to give effect to the underlying intent of the Parties and to the intended economic benefits of the Parties.

18.10 Relation of the Parties . The relationship between Provider and Purchaser shall not be that of partners, agents , or joint ventures for one another, and nothing contained in th is Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes.

Provider and Purchaser , in performing any of their obligations hereunder, shall be independent contractors or independent parties and shall discharge their contractual obligations at their own risk.

18.11 Successors and Assigns . This Agreement and the rights and obligations under th is Agreement sh all be binding upon and shall inure to the benefit of Provider and Purchaser and their respective successors and permitted assigns.

18.12 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitut e one and the same instrument .

18.13 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile or electronic, “pdf” delivery of the signature page of a counterpart to the other Party.

18.14 Liquidated Damages Not Penalty . Purchaser acknowledges that the Early Termination Fee constitutes liquidated damages, and not penalties, in lieu of Provider’s actual damages resulting from the early termination of th is Agreement. Purchaser further acknowledges that Provider’s actual damages may be impractical and difficult to accurately ascertain, and in accordance with Purchaser ’s rights and obligations under th is Agreement, the Early Termination Fee constitutes fair and reasonable damages to be borne by Purchaser in lieu of Provider’s actual damages.
[Remainder of page intentionally left blank.]

These General Terms and Conditions are witnessed and acknowledged by ForeFront Power and Purchaser below.

Neither ForeFront Power nor Purchaser shall have any obligations or liability resulting from its witnessing and acknowledging these General Terms and Conditions.
“FOREFRONT POWER”: FFP BTM SOLAR, LLC
By: ________________________________ ________
Name: ________________________________ ______
Title: ________________________________ _______
Date: ________________________________ _______
“PURCHASER”: CITY OF SANTA MARIA
By: ________________________________ ________
Name: ________________________________ ______
Title: ________________________________ _______
Date: ________________________________ _______

E xhibit A
of General Terms and Conditions

[PURCHASER’S LETTERHEAD]
[Landlord’s Address]
Attn: Authorized Representative
Re: Proposed Energy System Installation at [Address of Premises]. Lease dated [ ] between [ PURCHA SER] and [LANDLORD] (the “Lease”)
Dear Authorized Representative:

As has been discussed with you, [ PURCHASER] (“Purchaser”) and [ FFP Entity], LLC (“Provider”) have entered into an Energy Services Agreement, purs uant to which Provider will install, finance, operate, and maintain a [solar photovoltaic ] [battery storage] system at the above -referenced premises which [ PURCHASER] leases from you pursuant to the Lease. By signing below and returning this letter to us, you confirm that:

1. The [solar photovoltaic ] [battery storage] system and the renewable energy (including environmental credits and related attributes) produced by the system are personal property, and shall not be considered the property (personal or oth erwise) of [LANDLORD] upon installation of the system at the premises. Landlord consents to the filing by Provider of a disclaimer of the System as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises.

2. Provider or its designee (including finance providers) shall have the right without cost to access the premises in order to install, operate, inspect, maintain, and remove the [solar photovoltaic ] [battery storage] system. [LANDLORD] will not charge Purchaser or Provider any rent for such right to access the premises .

3. [LANDLORD] has been advised that the finance providers for the [solar photovoltaic ] [battery storage] system have a first priority perfected security interest in the sy stem. Provider and the finance providers for the [solar photovoltaic ] [battery storage] system (including any system lessor or other lender) are intended beneficiaries of [LANDLORD]’s agreements in this letter.

4. [LANDLORD] will not take any action inconsistent with the foregoing.

We thank you for your consideration of this opportunity and we look forward to working with you in our environmental campaign to increase the utilization of clean, renewal energy resources.

Very truly yours,
[PURCHASER]

By:______________________________
Name:

Title:

Acknowledged and agreed by:
[LANDLORD]

By: ________________________
Name:

Title:

E xhibit B
of General Terms and Conditions
Certain Agreements for the Benefit of the Financing Parties Purchaser acknowledges that Provider will be receiving financing accommodations from one or more Financing Parties and that Provider may sell or assign the System or this Agreement and/or may secure Provider’s obligations by, among other collateral, a pledge or collateral assignment of this Agreement and a first security interest in the System. In order to facilitate such necessary sale, conveyance, or financing, and with respect to any such Financing Party, Purchaser agrees as follows:
(a) Consent to Collateral Assignment . Purchaser consents to either the assignment, sale or conveyance to a Financing Party or the collateral assignment by Provider to a Financing Party , of Provider’s right, title and interest in and to this Agreement.
(b) Notices of Default . Purchaser will deliver to the Financing Party, concurrently with delivery thereof to Provider, a copy of each notice of default given by Purchaser under th is Agreement, inclusive of a reasonable descript ion of Provider default. No such notice will be effective absent delivery to the Financing Party. Purchaser will not mutually agree with Provider to cancel, modify or terminate th is Agreement without the written consent of the Financing Party , however, this provision shall not be interpreted to limit any termination rights of either Party as set forth in the Agreement .
(c) Rights Upon Event of Default . Notwithstanding any contrary term of this Agreement:
i. The Financing Party shall be entitled to exercise , in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement and only in the event of Provider’s or Purchaser ’s default. The Financing Party shall also be entitled to exercise all rights and remedies of secured parties generally with respect to this Agreement and the System . ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or o bligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Provider under this Agreement or (unless the Financing Party has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement, but Purchaser hereby gives it the option to do so.
iii. Upon the exercise of remedies under its security interest in the System, including any sale thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement .
iv. Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, at the request o f the Financing Party made within ninety (90) days of such default, Purchaser shall enter into a new agreement with the Financing Party or its designee having the same terms and conditions as this Agreement.
(d) Right to Cure.
i. Purchaser will not exercise any right to terminate or suspend this Agreement unless it shall have given the Financing Party prior written notice by sending notice to the Financing Party (at the address provided by Provider) of its intent to terminate or suspend t his Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspensi on within thirty (30) days after such notice or (if longer) the pe riods provided for in this Agreement. The Parties agree that the cure rights described herein are in addition to and apply and commence following the expiration of any notice

and cure period applicable to Provider The Parties respective obligations will otherwise remain in effect during any cure period; provided , if such Provider default reasonably cannot be cured by the Financing Party within such period and the Financing Party commences and continuously pursues cure of such default within such period, such period for cure will be extended for a reasonable period of time under the circumstances, such period not to exceed additional ninety (90) days.
ii. If the Financing Party (including any purchaser or transferee), pursuant to an exercise of remedies by the Financing Party, shall acquire title to or control of Provider’s assets and shall, within the time periods described in Sub-section (c)(i). above, cure all defaults un der this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity, then such person or entity shall no longer be in default under this Agreement, and this Agreement shall continue in full force and effect.

E xhibit C
of General Conditions
Requirements Applicable to the Installation Work
Section B.1 Prohibition Against Use of Tobacco . All properties and facilities owned, leased or operated by the Purchaser are tobacco -free work places. No person on, at or in any Purchaser-controlled property or facility, including, without limitation, the Premises, may smoke, chew or otherwise use toba cco products. Provider shall be responsibl e for: (i) informing any and all persons present on or at the Premises on account of the Installation Work about the Purchaser’s tobacco -free policy; and (ii) strictly enforcing such policy with respect to the Pre mises. The Purchaser, Provider, and each Subcontractor shall require that any person present on or at the Premises on account of the Installation Work who violates such policy must permanently leave the Premises, and shall prohibit such person from thereafter being present or performing any of the Installation Work on or at the Premises.

Section B.2 Prohibition Against Use of Drugs .
(a) Purchaser Drug-Free Policy. All properties and facilities owned, leased or operated by the Purchaser are drug -free work places. No person on, at or in any Purchaser -controlled property or facility, including, without limitation, the Premises, may: (i) engage in the unlawful manufacture, dispensation, possession or use, including being under the influence, of any controlle d substance, (ii) possess or use any alcoholic beverage, or (iii) use any substance which may cause significant impairment of normal abilities. Provider shall be responsible for: (i) informing any and all persons present on or at the Premises on account o f the Installation Work about the Purchaser’s drug -free policy; and (ii) strictly enforcing such policy with respect to the Premises. The Purchaser, Provider, and each Subcontractor shall require that any person present on or at the Premises on account of the Installation Work who violates such policy must permanently leave the Premises, and shall prohibit such person from thereafter being present or performing any of the Installation Work on or at the Premises.
(b) Drug-Free Workplace Certification . Provider is hereby made subject to the requirements of Government Code Sections 8350 et seq., the Drug -Free Workplace Act of 1990.

Section B.3 Compliance with Labor Requirements . The Installation Work is a “public works” project as defined in Section 1720 o f the California Labor Code (“Labor Code”) and made applicable pursuant to Section 1720.6 of the Labor Code. Therefore, the Installation Work is subject to applicable provisions of Part 7, Chapter 1, of the Labor Code and Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively, “Labor Law”). Provider acknowledges that, as provided by Senate Bill 854 (Stats. 2014, Ch. 28), the Project is subject to labor compliance monitoring and enforcement by the California Department of Indust rial Relations (“DIR”).

Section B.4 Compliance with Labor Code Requirements . Provider must be, and shall be deemed and construed to be, aware of and understand the requirements of the Labor Law that require the payment of prevailing wage rates and the performance of other requirements on public works projects. Provider, at no additional cost to the Purchaser, must: (i) comply with any and all applicable Labor Law requirements, including, without limitation, requirements for payment of prevailing wage rate s, inspection and submittal (electronically, as required) of payroll records, interview(s) of workers, et cetera; (ii) ensure that its Subcontractors are aware of and comply with the Labor Law requirements; (iii) in connection with Labor Law compliance mat ters, cooperate with the DIR, the Purchaser and other entities with competent jurisdiction; and (iv) post all job -site notices required by law in connection with the Installation Work, including, without limitation, postings required by DIR regulations. A Subcontractor that has been debarred in accordance with the Labor Code, including, without limitation, pursuant to Sections 1777.1 or 1777.7, is not eligible to bid on, perform, or contract to perform any portion of the Installation Work. Wage rates for the Installation Work shall be in accordance with the general prevailing rates of per -diem wages determined by the Director of Industrial Relations pursuant to Labor Code Section 1770. The following Labor Code sections are by this reference incorporated into and are a fully operative part of the Contract, and Provider shall be responsible for compliance therewith:
(a) Section 1735: Anti -Discrimination Requirements;

(b) Section 1775: Penalty for Prevailing Wage Rate Violations; (c) Section 1776: Payroll Records;
(d) Sections 1777.5,1777.6 and 1777.7: Apprenticeship Requirements; (e) Sections 1810 through 1812: Working Hour Restrictions; (f) Sections 1813 and 1814: Penalty for Failure to Pay Overtime; and (g) Section 1815: Overtime Pay.

Section B.5 Requirements for Payroll Records . Provider must comply with all applicable provisions of Labor Code Sections 1776 and 1812, which relate to preparing and maintaining accurate payroll records, and making such payroll records available for review and copying by the Purchaser, the DIR Divisio n of Labor Standards Enforcement, and the DIR Division of Apprenticeship Standards. The payroll records must be certified and made available as required by Labor Code Section 1776.

Section B.6 Contractor Registration . On and after March 1, 2015, no contractor may bid on a public works project unless the contractor is, and no subcontractor may be listed in any bid for a public works project unless the subcontractor is, currently registered with the DIR and qualified to p erform public work pursuant to Labor Code Section 1725.5. On and after April 1, 2015, no contractor or subcontractor may be awarded a contract for work on a public works project, or may perform any work on a public works project, unless the contractor or subcontractor i s currently registered with the DIR and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1725.5 for an unregistered contractor to submit a bid authorized by Business and Professions Code Section 7029.1 or Public Contract Code Section 20103.5, if the contractor is registered at the time the contract is awarded.

Section B.7 Permits and Licenses . Without limiting anything set forth in Section B.7 of this Exhibit C, Provider, its Subcontractors, and all of their respective employees and agents: (i) shall secure and maintain in force at all times during the performance of the Installation Work such licenses and permits as are required by law; and (ii) shall comply with all feder al and State, and County laws and regulations, and other governmental requirements applicable to the System or the Installation Work. Provider or its subcontractors shall obtain and pay for all permits and licenses required for the performance of, or nece ssary in connection with, the Installation Work, and shall give all necessary notices and deliver all necessary certificates to the Purchaser, and shall pay all royalties and license fees arising from the use of any material, machine, method or process use d in performing the Installation Work. Provider shall be solely responsible for all charges, assessments and fees payable in connection with any such licenses, permits, materials , machines, methods, and processes.

Section B.8 Protection of Minor -Aged Stud ents . Provider, in conformance with Education Code Section 45125.1, shall require and be responsible for ensuring compliance by each and every person who will be on or at the Premises in connection with the construction, maintenance, operation or other pu rposes related to the System with all California Department of Justice guidelines and requirements relating to fingerprinting and criminal -history background checks, regardless of whether Section 45125.1 otherwise by its terms would apply to any such activ ities.

In the event Education Code Section 45125.1 is repealed or superseded, Provider, following receipt of written notice from the Purchaser, shall comply with such successor or other requirements as determined by the Purchaser in its reasonable discret ion. The Purchaser, in its discretion, may exempt in writing any person(s) from the foregoing requirements if Provider makes alternative arrangements for supervision of such person(s) that are acceptable to the Purchaser in its sole discretion.