f8k0210ex10xvii_envision.htm


    
      Exhibit 10.17

       

       

      
        	 	
                Chevron
      Energy Solutions Company, 

                a
      division of Chevron U.S.A. Inc.

                Chevron E5 Contract #:
      4012

              


      

      
 

      CONSULTING
SERVICES AGREEMENT

    

     

    


     

    Consultant:  Envision Solar International. Inc.             Consultant
Address: 4225 Executive
Square           


                                                        
                                                                                                        
Suite 1000                
  

    Consultant
Phone: 858-768-5151                                                                                             
La Jolla. CA
92037                                   


    


    Taxpayer
Identification # (or SS #): 26-1342810                        


    


    


    This
Consulting Services Agreement ("Contract") is entered into effective as of
October 23, 2008, by and between Consultant and Chevron Energy Solutions
Company, a division of Chevron U.S.A. Inc., a Pennsylvania corporation, with
principal offices at 345 California Street, 18th
Floor, San Francisco, CA 94104 ("Company"). The parties hereto agree as
follows:

     

    
      	
              1.

            	
              Work
      Orders.
      Under this Contract, Consultant shall provide the services (the
      "Services") and Deliverables (as hereinafter defined), described on Work
      Orders which shall, from time to time, be attached hereto and incorporated
      herein by reference. Individual Work Orders issued under this Contract
      shall constitute Amendments to this Contract and will be fully
      incorporated herein. Each Work Order shall set forth the scope
      of work (for both Services and Deliverables) to be performed by
      Consultant, payment amount and project schedule. The deliverables
      identified in the Work Orders, and all notes, drafts, drawings, works
      authored, inventions, and other information and materials created,
      conceived, or reduced to practice by consultant in completing those
      deliverables shall be collectively referred to herein as the
      "Deliverables". Each Work Order shall be subject to all the terms
      and
      conditions of this Contract, but shall constitute a separate
      and independent performance obligation of the part of Consultant and
      payment obligation on the part of
Company.

            


    

     

    
      	
              2.  

            	
              Use
      of Subcontractors. Consultant shall not subcontract, assign,
      or transfer any of its rights or obligations under this Contract without
      the prior written consent of Company. If Company so consents, Consultant
      shall remain liable and responsible to Company for the work of any
      subcontractor to the same extent as if the work had been performed by
      Consultant,

            


    

     

    
      	
              3.  

            	
              Changes in
      Scone of Work. Company requested changes in the Scope of Work,
      including Services to be provided and Deliverables, and changes to
      compensation and project schedule shall be made by a subsequently executed
      Change Order, or new Work Order. Prior to issuing a Change Order or new
      Work Order, Company may request
      from Consultant a detailed estimate in writing of the cost for such extra
      work, and its impact on current work and scheduled completion dates,
      including (i) a description of work to be performed, including detailed
      breakdown by identifiable tasks; (ii) the estimated cost of each task; and
      (111) the expected dale or completion of each task. Consultant shall not
      proceed with any such additional requested work prior to receiving written
      Change Order or new Work Order authorizing the Consultant to perform the
      requested changes. If Company requests certain changes to the work that
      Consultant believes is outside an existing Scope ot Work, before
      proceeding with such work, Consultant shall notify Company in writing
      stating why it believes such work is not included in an existing Scope of
      Work, and Consultant's estimate of the additional cost of such work and
      additional time required to perform, if applicable. If the parties
      disagree on whether or not certain work is within an existing Scope of
      Work, Consultant shall proceed with performing such work under protest and
      such dispute shall be resolved in accordance with Section 21, "Dispute
      Resolution".

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    
      	
              4.

            	
              Term.
      Consultant shall complete the Services and complete and deliver to
      Company the Deliverables on or before the date set forth in the applicable
      Work Order, unless this Contract is terminated earlier pursuant to Section
      16. Notwithstanding the foregoing, Company may suspend or extend time for
      Consultant's performance at any time, and from time-to-tlme, upon two (2)
      days prior written notice. Thereafter, Consultant shall resume performance
      as directed by Company. In the event of such suspension or extension,
      Consultant shall be entitled to reimbursement for additional costs
      reasonably and necessarily incurred by Consultant in effecting such
      suspension or extension period, to the extent that such additional costs
      are actually incurred, if claimed within thirty (30) days an,er resumption
      of performance or early termination of the
  Contract.

            


    

     

    
      	
               
      5.

            	
              Compensation. Company shall pay
      Consultant for the Services and Deliverables to be performed and delivered
      in connection with the work as described and identified in the applicable
      Wurk Order. This amount includes all royalties or other charges for
      patents, copyrights, trademarks, trade secrets used by Consultant in the
      performance of this Contract; all allowances for wages, payroll burden
      (i.e., insurance, payroll taxes, vacations, fringe benefits, etc.),
      overhead, general and administrative expenses, local telephone calls,
      postage, insurance, profits, fees; all social security, employment
      withholdings and taxes, unemployment, gross receipts, income, sales, use,
      occupation or cither taxes; and all costs and expenses of whatever kind,
      except as otherwise expressly set forth in the applicable Work
      Order.

            


    

     

    
      	
              6.  

            	
              Billing
      and payment.
      Consultant shall bill Company monthly for work performed during the
      month. Consultant shall submit to the Company monthly, on the form
      provided by Company, a written requisition for payment showing the
      aggregate value of the Work performed and completed through the iast
      billing date, from which there shall be deducted retainage, subject to
      approval by the Company of the amount of the evaluation of the Work stated
      in each requisition, IT IS
      IMPFRATIVE THAT THE COMPANY RECEIVE AN ORIGINAL, HARD COPY INVOICE
      MONTHLY. Consultant's
      invoices shall set forth in reasonable detail the work performed
      and amounts due. In addition, Consultant shall submit to Company with its
      invoice, copies of receipts for each
      Reimbursable Expense (as defined in the applicable Work Order) over $25.
      Consultant shall provide copies of any other receipts for
      expenses for which Consultant has requested reimbursement promptly
      upon Company's request. Consultant shall submit invoices and copies of
      receipts to the address set forth in the applicable Work Order. Company
      shall pay Consultant the undisputed amount of such invoices within
      forty-five (46) days after Company's receipt and approval of the invoice.
      Amounts not paid within forty-five (45) days shall accrue interest at a
      rate of one percent (1%)
      per month. No payment to Subcontractor will be authorized until
      Chevron ES receives a Payment and Performance Bond (if required), a
      current Certificate of Insurance, and any Hen waivers and releases (as
      required).

            


    

     

    
      	
              7.  

            	
              Notice.
      All notices in connection with this Contract shall be in writing,
      addressed to the addresses set forth below, and shall refer to Company's
      Contract Number and the number of the applicable Work Order. All notices
      or other communications so addressed shall be effective when received.
      Either party may change its address for notices
      by providing written notice to the
other.

            


    

     

    
      	
              To:
      Company (Project Manager)

              Chevron
      tnergy solutions Company, 

              a
      division of Chevron U.S.A. Inc.

               

              As
      Specified on Work Order

            	 	
              With
      copy to:

              Chevron
      Energy Solutions Company, 

              a
      division of Chevron U.S.A. Inc. 

              345
      California Street, 18th
      Floor 

              San
      Francisco, CA 94104 

              Attention:
      Manager, Contract Services

            	 	
              To
Consultant:

              Envision
      Solar International, Inc,

              4225
      Executive Square Suite 1000 

              La
      Jolla, CA 92037 

              Attn:
      Pamela Steven

               

              Tel
      No: 858.768.5151 

              Fax
      No: 858.799,4592

            


    

     

    
      	
              8. 

            	
              Access
      to Premises and Equipment. Company will
      arrange for access to premises, facilities, equipment, personnel, and data
      to the extent reasonably required in order for Consultant to perform the
      Services and provide the Deliverables. Such access shall be provided
      during business hours as directed by Company, unless the parties agree on
      other arrangements. Consultant agrees to comply, and to cause its
      employees, subcontractors, consultants and
      any other representatives to comply, with such arrangements,
      including without limitation, any rules pertaining to use of designated
      access areas, logging in and out of the premises, or securing permits or
      identification required to enter the premises. Consultant shall not enter
      any areas outside of those for which access is
      provided, without prior written permission from
      Company.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              9. 

            	
              Independent
      Contractor. In performing this Contract, Consultant agrees that it
      is acting as an independent contractor and not as an employee or agent of
      Company. As an independent contractor. Consultant shall
      not be
      eligible for any benefits Company may provide
      its employees. All persons, if any, hired by Consultant
      shall be employees of Consultant and shall not be construed as employees
      or agents of Company in any respect. Consultant shall be responsible for
      all taxes, insurance and other costs and payments legally required to be
      withheld or provided in connection with Consultant's performance of this
      Contract, including without limitation, all withholding taxes, worker's
      compensation insurance, and similar
costs.

            


    

     

    
      	
              10.

            	
              Conflict Of
      Interest. Conflicts of interest relating to this Agreement are
      strictly prohibited. Except as otherwise expressly provided herein,
      no Party nor any director, employee or
      agent of
      any Party shall give to or receive from any director, employee or
      agent of any other Party any gift, entertainment or other favor of
      significant value, or any commission, fee or rebate in connection with
      this Agreement. Likewise, no Party nor any director, employee or agent
      of
      any Party, shall without prior notification thereof to all Parties
      enter into any business relationship with any director, employee or agent
      of another Party or of any Affiliate of another Party, unless such person
      is acting for and on behalf of the other Party or any such Affiliate. A
      Party shall promptly notify the other Parties of any violation of this
      section and any consideration received as a result of such violation shall
      be paid over or credited to the Party against whom it was
      charged. Any representative of any Party, authorized by
      that Party, may audit the records of the other Parties related to
      this Agreement, including the expense records of the Party's employees
      involved in this Agreement, upon reasonable notice and during regular
      business hours, for the sole purpose of determining whether there has been
      compliance with this
      Section.

            


    

     

    
      	
              11.  

            	
              Non-Compete.
      During the term of this Contract, Consultant shall not accept any
      employment or engage in any work for anyone other than the Company to
      perform work for or on the specified facilities for which the Company has
      hired the Consultant to provide consulting services as described
      herein.

            


    

     

    
      	
              12.  

            	
              Performance.
      Consultant represents to Company that Consultant possesses the degree ul"
      skill and knowledge necessary to perform its obligations under this
      Contract, and that the Services and Deliverables provided by Consultant
      under this Contract shall be performed with the degree of skill and care
      that is required by current, good and sound professional procedures and
      practices, and in conformance with generally accepted professional
      standards prevailing at the time the work is performed.
      If
      Consultant's performance of this Contract requires any permits,
      licenses, or performance bonds, Consultant has obtained alt such permits,
      licenses, and performance bonds, and shall maintain them in full force and
      effect throughout the term of this Contract. Consultant shall provide
      copies of all such permits, licenses, and performance bunds to Company,
      upon request. Consultant shall comply with all applicable federal, state,
      and local laws, codes, and regulations in performing this Contract
      Consultant will, at its own expense, promptly and properly perform, at the
      written request of Company, all corrective services necessary to conform
      the Services and Deliverables to the foregoing representations. Consultant
      understands and acknowledges that Company will rely upon the
      competence and completeness of Consultant's
      Services in fulfilling Company's contractual commitments to third
      parties.

            


    

     

    
      	
              13.  

            	
              indemnification.
      Consultant shall indemnify Company, its directors, officers, agents, and
      employees and Company's customers' directors, officers, agents and
      employees against (i) Consultant's willful misconduct and /or negligent
      acts or omissions in Consultant's performance of this Contract; (ii)
      Consultant's breach of its covenants set forth in this Contract, including
      without limitation, its failure to comply with all applicable laws
      governing performance of the Services or to withhold taxes from its
      compensation as required by law; (iii) for any and all taxes assessed
      against Company that are included within the amounts paid to Consultant or
      otherwise are amounts Consultant is responsible for under this Contract;
      (iv) for any claim of infringement of any intellectual property rights
      arising out of or in connection with Consultant's performance or this
      contract; (v) for all I033,
      damage, expense and liability resulting from injury to or death of
      any person or injury to property arising out of or in connection with
      Consultant's negligent performance of this Contract. Consultant shall, on
      Company's request, defend any action, claim, or suit asserting a claim
      covered by this indemnity. Consultant shall pay all costs that may be incurred by Company
      in enforcing this indemnity, including reasonable attorneys'
      fees.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              14. 

            	
              Confidential
      Information.
      All oral or written records, reports, computer programs, written
      procedures, materials, documents, data or information In whatever form
      Company or its affiliates, agents or customers may provide Consultant in
      connection with this Contract (the "Information") and all Deliverables
      shall be considered the confidential and proprietary information of
      Company. Consultant agrees not to disclose, and to cause its employees,
      subcontractors and any other representatives not to disclose, any of the
      Information or Deliverables to any third party or use any such Information
      or Deliverables for any purpose other than the performance of this
      Contract, without the prior written consent of Company. Without limiting
      the foregoing, (i) if Consultant knew the same information or deliverables
      before Company disclosed it or caused it to be disclosed to Consultant or
      before Consultant created it for this Contract; (ii) if Consultant obtains
      the same information or deliverable from a third party who did not receive
      it directly or indirectly from Company or its affiliates, agents or
      customers; or (iii) if such Information or Deliverable is, at the time of
      disclosure by Consultant, in the public domain through no act or omission
      of Consultant, Consultant may use or disclose such information or
      deliverable as permitted by Consultant's other obligations. The
      obligations imposed by this Section shall survive termination of this
      Contract All Information and Deliverables shall be returned to Company at
      the earlier of Company's request or termination or completion of this
      Contract. As damages may not be an adequate remedy for Consultant's breach
      of this Section, Consultant agrees that Company also shall be entitled to
      the remedies of injunctive relief and specific performance for any breach
      by Consultant of this Section or Section
15.

            


    

     

    
      	
              15.

            	
              Ownership.
      Company shall own all Information and Deliverables and all rights therein,
      including without limitation, all patent, copyright, trademark, service
      mark, trade secret or other intellectual property rights therein.
      Consultant shaJJ obtain and/or retain no right, title or interest in or to
      the Information and/or the Deliverables, including without limitation, any
      patent, copyright, trademark, service mark, trade secret or other
      intellectual property rights therein, and hereby assigns and transfers to
      Company any such rights Consultant may have in such Information and
      Deliverables-Consultant agrees that any copyrightable Deliverables are a
      work for hire. Consultant further agrees to execute, deliver, and perform
      all documents, acts, or things that may be necessary to assign or transfer
      to Company the rights granted hereby. Notice of copyright ownership of
      Company shall be placed by Consultant on all Deliverables in a manner and
      location as to give reasonable notice of the claim of copyright. To
      Consultant's actual knowledge, the Services and the Deliverables do not
      infringe on the ownership or intellectual property rights of any third
      party. Application for copyright and/or patent registration shall be the
      responsibility of Company. Consultant shall deliver such Information and
      Deliverables free and clear of all liens, claims, and encumbrances of any
      kind. The obligations imposed by this Section shall survive termination of
      this Contract.

            


    

     

    
      	
              16. 

            	
              Termination. Company may terminate
      this Contract or any Work Order hereto at any time for any reason by
      providing two (2) days prior written notice to Consultant, such
      termination to be effective at the end of the two (2) day notice period In
      the event of such termination. Company shall pay Consultant for Services
      and Deliverables satisfactorily performed and for all Reimbursable
      Expenses, if any, incurred by Consultant on or before the effective date of
      termination. Upon receipt of notice of termination from Company,
      Consultant shall thereafter seek to minimize further charges under this
      Contract or the
      applicable Work Order, whichever has
      been terminated. Unless earlier terminated, each Work Order
      shall terminate effective as of the date set forth thereon, subject to any
      extensions pursuant to Section 4.

            


    

     

    
      	
              17.  

            	
              Access
      to Work and Records,
      Company shall have, during the term of the Contract and for two years
      thereafter, access at all reasonable times to all of the Consultant's and
      Consultant's subcontractors" personnel, accounts and records
      or all description pertaining to the Contract, including but not
      limited to computer files, to verify or review the quantity, quality, and
      progress of the Services, reimbursable costs, amounts claimed by the
      Consultant, estimates of cost for fixed rates including those applicable
      to proposed changes, and for any other reasonable
  purposes.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              18.  

            	
              Insurance.
      Consultant shall maintain the following insurance coverage. An insurance
      certificate (or copy of insurance policy) and a completed Federal Form W-9
      must be provided to the Company at the time of execution of this Contract
      and must be in effect during all periods of subsequent Work Orders.
      Consultant is also responsible for Its subcontractors maintaining
      sufficient limits of the same insurance
  coverage.

            


    

     

    a)      Workers'
Compensation and Employers' Liability.

     

    
      	
               
      

            	
              (i)

            	
              Workers'
      Compensation insurance or self-insurance indicating compliance with any
      applicable
      labor codes, acts, laws or statutes, state or federal, where Consultant
      performs
      work.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Employers'
      Liability insurance shall not be less than 31,000,000 for injury or death
      each accident.

            


    

     

    b)      Commercial General
Liability.

     

    
      	
               
      

            	
              (i)

            	
              Coverage
      shall be at least as broad as the Insurance Services Office (ISO)
      Commercial General
      Liability Coverage "occurrence" form, with no coverage
      deletions,

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              (ii)

            	
              The
      limit shall not be less than $1,000,000 each occurrence for bodily injury,
      property damage
      and personal injury. If coverage is subject to a general aggregate limit,
      this  aggregate
      limit shall be twice the occurrence
  limit.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Coverage
      shall: a) by "Additional Insured" endorsement add as
      insureds Company, its directors, officers, agents and employees
      with respect to liability arising out of work performed by or for the
      Consultant; and b) be endorsed to specify that the Consultant's insurance
      is primary and that any insurance or self-insurance maintained by Company
      shall not contribute with it.

            


    

     

    c)      Business
Auto.

     

    
      	
               
      

            	
              (i)

            	
              Coverage
      shall be at least as broad as the Insurance Services Office (ISO) Business
      Auto
      Coverage form covering Automobile Liability, codes 7
      and O, for hired and non- owned
      autos.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      limit shall not be less than $1,000,000 each accident for bodily injury
      and property damage.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      the foregoing, Consultant indemnifies Company from all loss, claims, costs,
      and liabilities, resulting from or arising out of Consultant's use of any
      automobile in connection
      with the performance of this
  Contract.

            


    

     

    d)      Professional
Liability Insurance.

     

    
      	
               
      

            	
              (i)

            	
              Errors
      and Omissions Liability insurance appropriate to the Consultant's
      profession. Coverage
      shall be for a professional error, act, or omission arising out of the
      scope of services
      shown in the
Contract.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      limit shall not be less than $1,000,000 for each claim. If coverage is
      subject to an aggregate,
      this anfjrGgate limit shall be twice each claim
    limit.

            


    

     

    e)      Additional Insurance
Provisions.

     

    
      	
               
      

            	
              (i)

            	
              Simultaneous
      with Consultant's execution of this Contract, Consultant shall furnish
      Company
      with certificates of insurance and endorsements of all required insurance
      for  Consultant.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      documentation shall state that coverage shall not be cancelled except
      after thirty (30) days
      prior written notice has been given to
  Company.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              
                The
      documentation must be signed by 9
      person authorized by that insurer to bind coverage
      on its behalf and shall be submitted to: Chevron Energy Solutions Company,
      a division
      of Chevron U.S.A. Inc., 345 California Street, 18th
      Floor, San Francisco. CA  94104,
      Attention; Contract
    Administrator.

              

            


    

     

    
      	
               
      

            	
              (iv)

            	
              
                Company
      may inspect the original policies or require complete certified copies, at
      any time.

              

            


    

     

    
      	
               
      

            	
              (v)

            	
              
                Upon request, Consultant shall
      furnish Company the same evidence of insurance for the subcontractors
      as Company requires of
    Consultant,

              

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              19.

            	
              Limitation of
      Liability. NOTWITHSTANOtNG ANYTHING
      CONTAINED IN THIS CONTRACT TO THE CONTRARY, COMPANY SHALL NOT BE LIABLE TO
      CONSULTANT FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT
      OF THE
      PERFORMANCE OF THIS CONTRACT, IRRESPECTIVE OF EITHER PARTY'S FAULT,
      NEGLIGENCE (IN WHOLE OR PART), OR STRICT
  LIABILITY.

            


    

     

    
      	
              20.  

            	
              Precautions
      and Protection to Property.
      Consultant shall plan and perform all Services, including without
      limitation, any
      Services to be performed on the premises of Company, its customers,
      or other third parties, so as to safeguard persons and property from
      injury, and to assure compliance with all reasonable and safe work
      practices, and federal, state, and local laws, rules and regulations,
      including without limitation, those applicable to work in areas adjacent
      to electrically charged racililies. Company may require, at Company's
      expense, the provision of any additional safeguards not in use but
      considered necessary or prudent, in Company's reasonable judgment. As part
      of these efforts, Consultant will assure that all of its employees,
      subcontractors and any other representatives that perform any Services on
      the premises of Company, its customers or other third parties refrain from
      the use, abuse, possession, selling or purchasing of illegal drugs or
      controlled substances, as defined under applicable federal or state law,
      and from the use at any time (including without limitation at meals) of
      alcohol, prescription drugs, or any other substance that could impair the
      ability to perform the Services in accordance with this Contract or to
      maintain a safe work place. Where reasonable cause exists to believe the
      foregoing provision has been violated, Consultant shall notify Company and
      take all appropriate steps to determine the existence of and eliminate any
      violation.

            


    

     

    
      	
              21.  

            	
              Dispute
      Resolution, in
      the event of a dispute, controversy, or claim arising out of or relating
      to this Contract, the
      Parties shall confer and attempt to resolve such matter informally.
      If such dispute or claim cannot be resolved in this manner, then the
      dispute or claim shall be referred first to
      the Parties' executive officers for their review and resolution. If
      the dispute or claim still cannot be resolved by such officers, then the
      matter shall be arbitrated and either Party may file a written demand for
      arbitration with Judicial Arbitration & Mediation Services ("JAMS")
      and shall send a copy of such demand to the
      other Party. The arbitration shall be conducted pursuant to the
      appropriate JAMS Arbitration Rules in effect at the time the
      arbitration is commenced. For amounts in excess of 5250,000, JAMS
      Comprehensive Arbitration Rules and Procedures shall apply. For lesser
      disputed amounts, JAMS Streamlined Arbitration Rules and Procedures shall
      apply. The award rendered by the arbitrator shall be final and binding on
      the Parties and shall be deemed enforceable in any court having
      jurisdiction thereof and of the Parties. The arbitration shall be heard by
      one arbitrator, who shall have experience in the general subject matter Lo
      which the dispute relates- The arbitration shall take place at the JAMS
      office geographically closest to the site where the Work or Services has
      been performed.

               

              Fee
      Shifting: If either party ("Party") becomes involved in arbitration or
      litigation ("Proceeding) arising from or relating to this Contract or the
      performance of it, the court or arbitrator(s) in such Proceeding, or in a
      separate proceeding, shall award to the prevailing Party or Parties alt
      reasonable attorney fees, expert witness fees, and all other costs and
      expenses incurred in, arising from, or relating to such
      Proceeding.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              
                22.

              

            	
              
                Hazardous_Materials. Consultant's_Duties Regarding
      Management of Hazardous Materials: consultant shall oe
      responsible for complying with all Applicable Laws with respect to the
      removal and
      proper disposal of all Hazardous Materials brought onto or generated by
      Consultant or by any of

                 

                Its
      Subcontractors in the course of performing
      the Work. Consultant shall defend, indemnify and hold the Company
      and Customer harmless from and against any and all losses, damages,
      expenses, fees, claims, costs and liabilities (including, but not limited
      to, attorneys' fees and costs of litigation) arising out of or in any
      manner related to the release or threatened released ot any Hazardous
      Materials brought onto or generated by Consultant during the course of
      performing the Work. It is expressly understood that this responsibility
      includes protecting the Company and Customer from any clean-up
      responsibility imposed on the Company or Customer under Applicable
      Laws.

                 

                Consultant
      shall not be responsible for any pre-existing Hazardous Materials at the
      Site. Consultant shall provide written notice to the company immediately
      upon the discovery of any pre-existing Hazardous Substances. Except in
      case of emergency, Consultant, or any of its subcontractors, shall not
      disturb, disrupt, remove," alter, dislodge, or otherwise handle any
      pre-existing Hazardous Substances at the Site without the prior written
      consent of the Company. As appropriate, the company will issue a Work
      Order to Consultant for the removal of any pre-existing Hazardous
      Substances from the Site. Consultant shall defend, indemnify and hold the
      company and Customer harmless from and against any and all losses,
      damages, expenses, fees, claims, costs and liabilities (including, but not
      limited to, attorneys' fees and costs of litigation) arising directly out
      of Consultant disturbing or causing a release of any Hazardous Substances
      at the Site.

                 

                UNDER
      NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY INJURY TO CONSULTANT
      WHICH IS THE RESULT OF CONSULTANT'S EXPOSURE TO HAZARDOUS
      SUBSTANCES.

                 

                The
      term "Hazardous Materials" as used herein means any material that, because
      of its quantity, concentration, or physical or chemical characteristics,
      poses a significant present or potential hazard to human health and safety
      or to the environment if released into the workplace or the
      environment.

              

            


    

     

    
      	
              23.  

            	
              Chevron
      .Policies. Consultant and agency
      personnel are expected to comply with applicable Chevron and
      Chevron ES Policies (such as the Contract and Travel Policies) and
      Compliance Practices and Procedures (such as non-use of drugs,
      anti-harassment, and cell phone usage guidelines). Consultant's supervisor
      shall be responsible for informing the Consultant of applicable policies
      and ensuring that they are
followed.

            


    

     

    
      	
              24.  

            	
              Miscellaneous, (a) Choice of Laws.
      THIS
      CONTRACT SHALL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA,
      EXCLUDING ANY CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION
      OF THE LAW OF ANOTHER JURISDICTION, (b) Waiver. The
      waiver by either party of any provision of this Contract shall not be
      deemed to be a waiver of the entire Contract, nor a continuing waiver of
      the same provision, (c) Severability.
      If any provision of this Contract is determined to be unenforceable, such
      unenforceable provision shall be deemed deleted from this Contract and
      this Contract shall be enforced without such provision, (d) Prior Work.
      Services performed by Consultant pursuant to Company's authorization, but
      before the execution of this Contract, shall be considered as having been
      performed subject to the provisions of this Contract (e) Publicity.
      Consultant shall not release any Information or Deliverables or any other
      information relating to this Contract, including without limitation, its
      existence, without the prior written approval of Company, and without
      giving Company the opportunity to review and comment upon any requested
      release, unless the disclosure is otherwise required by law. (f) Entire
      Agreement- This Contract, including any applicable Work Order
      attached hereto, contains the entire agreement and understanding between
      the parties as to the subject matter of the Contract and supersedes all
      prior or contemporaneous agreements, commitments, representations,
      writings, and discussions between Company and Consultant, whether oral or
      written, (g) Public
      Testimony. If requested by Company, Consultant shall provide
      testimony before the California Public Utilities Commission or any other
      public agency to substantiate the Deliverables, at additional compensation
      to the Consultant, (h) Amendment. This
      Contract may not be amended except by a writing executed by both parties
      hereto. No oral amendment shall be enforceable, even if supported by new
      consideration, (i) Conflicting
      Terms. In the event of any conflict between the terms of this
      Contract and the terms of a Work Order, the terms of the Work Order shall
      control, (j) Energy Policy
      Act. Consultant agrees that for the Work on the
      Project hereunder, Chevron ES shall be the "designer* as that term is
      identified in the Energy Policy
      Act of 2005, and Chevron ES shall have the exclusive right to report to
      any federal, state, or local agency, authority or other party, including
      without limitation under Section 179(b) of the Energy Policy Act of 2005,
      any tax benefit associated with the
Work.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              25.  

            	
              Communication.
      Unless otherwise provided in writing, Consultant communications by and
      with the Owner, Architect, Contractors, and other Consultants and
      suppliers of the Company, regardless of tier, shall be through the
      Company,

            


    

     

    
      	
              26.  

            	
              Data_Privacy. Consultant will
      comply with all reasonable requests of Company with respect to protecting
      personal data of Company employees, customers, and suppliers it receives
      in connection with its performance of this Contract, including but not
      limited to following Company's instructions in connection with processing
      such personal data; implementing adequate security measures to protect
      such personal data; not disclosing such pereonal data to any
      third party without Company's written permission; and complying with all
      applicable data privacy laws.

            


    

     

    
      	
              27.  

            	
              Successors and
      Assigns. This Agreement may not be assigned by either party in
      whole or in part without the prior written consent of the other party,
      which consent may not be unreasonably withheld or delayed; provided
      however, that Company may assign this Agreement and all related agreements
      without the consent of Consultant (i) to an affiliate; (ii) to an entity
      that is controlled by, controls, or is under common control with Company;
      or (iii) pursuant to a merger, consolidation, transfer of substantially
      all its assets, or by operation of law; and provided further that Company
      may assign its rights, but not its obligations, under this Agreement and
      ail related agreements without the consent of Consultant to (x) a lender
      providing financing to Company, or (y) a special purpose entity that is an
      affiliate of or is controlled by such lender. This Agreement will be
      binding on, enforceable by, and inure to the benefit of, the parties
      hereto and their respective successors and permitted assigns. Any
      assignment made in contravention of this clause shall be void and
      unenforceable.

            


    

    


    


    IN
WITNESS WHEREOF, the duly authorized representative of each of the parties
hereto has executed this Contract in duplicate originals to be effective as of
the date and year first written above.

    


    
      
        	
                ENVISION
      SOLAR INTERNATIONAL, INC.

              	 
      	
                CHEVRON
      ENERGY SOLUTIONS COMPANY

              
	 
      	 
      	
                A
      division of Chevron U.S.A. Inc.

              
	 
      	 
      	 
      
	
                By:  /s/
      Pamela Stevens

              	 
      	
                By:  William
      Brookenborough

              
	
                Print

                Name: 
      Pamela Stevens

              	 
      	
                Print

                Name: 
      William Brookenborough

              
	
                Its:
      Chief Operating Officer

              	 
      	
                General
      manager - Operations