f8k0210ex10xiii_envision.htm


     

    Exhibit
10.13

     

    

    
 

     

    STANDARD
SHORT FORM AGREEMENT BETWEEN 

    PROJECT
OWNER AND SYSTEM SUPPLIER

    


    


    


    


     

    This
Agreement is made this 6
day of JULY in
the year 2009, by and
between the

    
    

     

    
      	 PROJECT OWNER:	Team Solar,
    Inc.
	 	
              5000
      Bailey Loop 

              McCIellan
      CA 95652

            


    

     

    and the
SYSTEM
SUPPLIER:

     

    ENVISION
SOLAR INTERNATIONAL, INC.

    4225
Executive Square, Suite 

    1000
LaJolla, CA 92037

     

    for
services in connection with the WORK:

     

    Solar
Design & Engineering; PV Support Foundations; PV Support Steel Detailing,
Fabrication, & Erection; Prefmished Tapered Metal Beam Wraps; and PV Module
Installation.

     

    for the
following PROJECT: California
State University - Bakersfield

     

    located
at the PROJECT SITE:
Bakersfield, CA

     

    and for
which the PROJECT NUMBER
is: CA-08-0041

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
       

      1.   THE WORK System Supplier shall perform all
required design, engineering, construction administration and management
services and furnish and install all required material and equipment to complete
the scope of work. The System Supplier shall use its best efforts to perform the
Work in an expeditious manner consistent the direction of the Project Owner and
the Contract Documents applicable to System Supplier's scope of work. System
Supplier shall provide all labor, equipment and services necessary to complete
the Work, as described in Exhibit A, all of which shall be provided in full
accord with the direction of the Project Owner, or when applicable, reasonably
inferable from the Contract Documents as being necessary to produce the
indicated results. All on-site construction work shall be performed by a
licensed California Contractor.

       

      2.   CONTRACT PRICE As full compensation for
performance by System Supplier of the Work, Project Owner shall pay System
Supplier the lump sum price of one million, three hundred thirty six thousand,
four hundred eighty four dollars ($1,336,484.00). The lump sum
price is hereinafter referred to as the Contract Price, which shall be subject
to increase or decrease as provided in this Agreement.

       

      3.   EXHIBITS The following Exhibits are
incorporated by reference and made part of this Agreement:

       

      
        	 	
                l.

              	
                Exhibit
      'A' -

              	
                Contract
      Documents

              
	 	
                2.

              	
                Exhibit
      'B' -

              	
                Scope
      of Work

              
	 	
                3.

              	
                Exhibit
      'C' -

              	
                Progress
      Schedule, Milestones, & Liquidated Damages

              
	 	
                4.

              	
                Exhibit
      'D' -

              	
                Payment
      Form with Schedule of Values

              
	 	
                5.

              	
                Exhibit
      'E' -

              	
                Insurance
      Requirements

              
	 	
                6.

              	
                Exhibit
      'F' -

              	
                Interim
      and Final Lien Wavers

              
	 	
                7.

              	
                Exhibit
      'G' -

              	
                Add
      Alternates - NOT USED

              
	 	
                8.

              	
                Exhibit
      'H' -

              	
                Unit
      Prices-NOT USED

              
	 	
                9.

              	
                Exhibit
      'T' -

              	
                Change
      Order Form

              
	 	
                10.

              	
                Exhibit
      'T'-

              	
                Not
      Used

              
	 	
                11.

              	
                Exhibit
      'K'-

              	
                List
      of Owner Furnished Material & Equipment

              
	 	
                12.

              	
                Exhibit
      'L'-

              	
                Warrantee
      Requirements

              


      

       

      4.    SYSTEM SUPPLIER'S
RESPONSIBILITIES It is understood and agreed that the System Supplier
will provide direction to the designated representative of the System Supplier.
The System Supplier shall be responsible for supervision and coordination of the
Work, including the construction means, methods, techniques, sequences and
procedures utilized, unless the Contract Documents give other specific
instructions.

       

      4.1 All
permits and fees shall be the responsibility of the Project Owner pursuant to
this Agreement, except as detailed in Exhibit B.

       

      4.2 The
Project Owner shall be responsible for all applicable taxes, including the Work
provided by System Supplier.

       

      4.3 In the
event that Project Owner elects to perform work at the Project Site directly or
by others retained by Project Owner, System Supplier and Project Owner shall
coordinate the activities of all forces at the Project Site and shall agree upon
fair and reasonable schedules and operational procedures for Project Site
activities. Project Owner shall require each separate contractor to cooperate
with System Supplier and assist with the coordination of activities and the
review of construction schedules and operations. The Contract Price and Contract
Time shall be equitably adjusted, as mutually agreed by the parties, for changes
made necessaiy by the coordination of construction activities, and the
construction schedule shall be revised accordingly.

       

      4.4 In order
to facilitate its responsibilities for completion of the Work in accordance with
and as reasonably inferable from the Contract Documents, prior to commencing the
Work, System Supplier shall examine and compare the drawings and specifications
with information furnished by Project Owner; relevant field measurements made by
System Supplier; and any visible conditions at the Project Site affecting the
Work. Notwithstanding the foregoing, System Supplier shall have no
responsibility for the design errors, omissions, or inconsistencies of Project
Owner, Project Company or any other 3rd
parties for whom System Supplier is not liable.

       

      
        
          
          

        

        
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      4,5
WARRANTY

       

      4.5.1 The
Work shall be executed in accordance with the Contract Documents in a
workmanlike manner. In the event the System Supplier's Work is modified to
include work beyond a time & material basis, the System Supplier warrants
that all materials and equipment shall be new, of good quality, in conformance
with the Contract Documents, and free from defective workmanship and materials.
In such a case, the System Supplier's warranty does not include remedies for
defects or damages caused by normal wear and tear during normal usage, use for a
purpose for which the Project was not intended, improper or insufficient
maintenance, modifications performed by Project Owner or others retained by
Project Owner, or abuse. System Suppliers' warranty shall commence upon Final
Acceptance of the Work by the Project Owner and continue for a period of 1 year
thereafter. No other warranties, express nor implied, are provided by System
Supplier; provided, System Supplier hereby assigns to Project Owner all specific
written warranties provided by System Suppliers, vendors, and manufacturers and
all such specific warranties shall continue as noted therein.

       

      4.6 SAFETY As
between Project Owner and System Supplier, System Supplier shall have overall
responsibility for safety precautions and programs in the performance of the
Work by System Supplier and its lower tiers, except that System Supplier's
System Suppliers shall also be responsible for the safety of persons or property
in the performance of their work, and for compliance with the provisions of
applicable laws and regulations. System Supplier shall seek to avoid injury,
loss or damage to persons or property by taking reasonable steps to protect its
employees and other persons at the Project Site; materials and equipment stored
at on-site or off-site locations for use in the Work; and property located at
the site and adjacent to Work areas, whether or not the property is part of the
Work.

       

      4.7 HAZARDOUS
MATERIALS A Hazardous Material is any substance or material identified now or in
the future as hazardous under any federal, state or local law or regulation, or
any other substance or material which may be considered hazardous or otherwise
subject to statutory or regulatory requirement governing handling, disposal
and/or clean-up. System Supplier shall not be obligated to commence or continue
work until any Hazardous Material discovered at the Project Site has been
removed, or rendered or determined to be harmless by Project Owner as certified
by an independent testing laboratory and approved by the appropriate government
agency. If System Supplier incurs additional costs and/or is delayed due to the
presence or remediation of Hazardous Material, System Supplier shall be entitled
to an equitable adjustment in the Contract Price and/or the Contract
Time.

       

      4.8 MATERIALS
BROUGHT TO THE WORKSITE System Supplier shall be responsible for the proper
delivery, handling, application, storage, removal and disposal of all materials
and substances brought to the Project Site by System Supplier in accordance with
the Contract Documents and used or consumed in the performance of the
Work.

       

      4.9 SUBMITTALS
In the event that the System Supplier's Work is expanded, the System Supplier
shall submit to Project Owner for review and approval all shop drawings,
samples, product data and similar submittals as may be required by either this
Agreement or the Contract Documents. System Supplier shall be responsible to
Project Owner for the accuracy and conformity of its submittals to the Contract
Documents. System Supplier shall prepare and deliver its submittals to Project
Owner in a manner consistent with the Progress Schedule of the Work and in such
time and sequence so as not to delay the performance of the Work or the work of
Project Owner and others retained by Project Owner. When System Supplier
delivers its submittals to Project Owner, System Supplier shall identify in
writing for each submittal all changes, deviations or substitutions from either
the requirements of this Agreement or the Contract Documents. The approval of
any System Supplier submittal shall not be deemed to authorize deviations,
substitutions or changes in the requirements of the Contact Documents unless
express written approval is obtained from Project Owner specifically authorizing
such deviation, substitution or change. Further, Project Owner shall not make
any change, deviation or substitution through the submittal process without
specifically identifying and authorizing such deviation to System Supplier.
Project Owner shall be responsible for review and approval of submittals with
reasonable promptness (3 business days) to avoid causing delay. System Supplier
shall perform all Work strictly in accordance with approved submittals. Project
Owner's approval does not relieve System Supplier from responsibility for
Defective Work resulting from errors or omissions of any kind within the
approved submittals.

       

      
        
          
          

        

        
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      4.10 SITE
CONDITIONS If the conditions at the Project Site are (a) subsurface or other
physical conditions which are
materially different from those indicated in the Contract Documents, or (b)
unusual or unknown physical
conditions which are materially different from conditions ordinarily encountered
and generally recognized as inherent in Work provided for in the Contract
Documents, System Supplier shall stop Work and give written notice of the
condition to Project Owner as soon as possible upon recognition of the
condition. System Supplier shall not be required to perform any work relating to
the unknown condition without the written mutual agreement of the parties. Any
change in the Contract Price and/or Contract Time as a result of the unknown
condition shall be made by Change Order.

       

      4.11 CUTTING,
FITTING AND PATCHING System Supplier shall perform cutting, fitting and patching
necessary to coordinate the various parts of the Work and to prepare its Work
for the work of Project Owner or others retained by Project Owner.

       

      4.12 CLEANING
UP System Supplier shall regularly remove debris and waste materials at the
Project Site resulting from System Supplier's Work. Prior to discontinuing Work
in an area, System Supplier shall clean the area and remove all rubbish and its
construction equipment, tools, machinery, waste and surplus materials. System
Supplier shall minimize and confine dust and debris resulting from construction
activities. At the completion of the Work, System Supplier shall remove and
dispose in a lawful manner from the Project Site all construction equipment,
tools, surplus materials, waste materials (excluding Hazardous Materials) and
debris,

       

      5.           
PROJECT OWNER'S RESPONSIBILITIES Any information or services to be
provided by Project Owner shall be
provided in a timely manner (two (2) business days) so as not to delay the
Work.

       

      5.1WORKSITE
INFORMATION Project Owner shall provide at Project Owner's expense and with
reasonable promptness
the following;

       

      .1
information describing the physical characteristics of the site, including
surveys, site evaluations, legal descriptions, data or drawings depicting
existing conditions;

      .2
subsurface reports may be provided by Project Owner; it is understood and agreed
that such subsurface reports are provided for information only, Project Owner
makes no warranty as to the accuracy and reliability of such reports;
and

      .3 any
other information or services requested in writing by System Supplier that are
relevant to System Supplier's performance of the Work and under Project Owner's
control.

       

      5.2 EVIDENCE
OF ABILITY TO PAY Upon written request by the System Supplier the Project Owner
shall

      provide
to System Supplier reasonable evidence of Project Owner's ability to pay System
Supplier for the Work

      (i.e. tax
equity financing, bank financing, other).

       

      
        
          6.   SUBCONTRACTS
Work not performed by System Supplier with its own forces shall be performed by
System Suppliers. System Supplier agrees to bind eveiy System Supplier and
material supplier (and require every System Supplier to so bind its System
Suppliers and material suppliers) to all the provisions of this Agreement and
the Contract Documents as they apply to the System Supplier's and material
supplier's portions of the Work.

        

      

      
      

       

      7.   CONTRACT
TIME

       

      7.1 DATE OF
COMMENCEMENT Unless otherwise agreed in writing the date of this agreement shall
serve as the Date of Commencement of Work, unless, as to those permits which are
not the responsibility of System Supplier, Project Owner has not obtained all
permits and approvals necessary for System Supplier to commence the
Work.

       

      7.2 TIME The
Contract Time shall be measured from the date of commencement. The Contractor
shall achieve Substantial Completion of the entire Work not later than 79
calendar days from the date of commencement of construction, subject to
adjustments of this Contract Time as provided in the Contract Documents. This
shall also be in accordance with the schedule and required interim milestones as
indicated in Exhibit 'C - Progress Schedule, Milestones & Liquidated
Damages, attached to this contract.

       

      8.   SCHEDULE OF THE WORK: See Exhibit
C.

       

      
      

      
        
          9.DELAYS
AND EXTENSIONS OF TIME: If the System Supplier is delayed at any time in the
commencement or progress of the Work by an act or neglect of the Project Owner
or any 3rd
party for whom System Supplier is not responsible (i.e., other
than System Supplier's System Suppliers, suppliers, agents, employees), or by
changes ordered in the Work, or by labor disputes, fire, unusual delay in
deliveries, unavoidable casualties or other causes beyond the System Supplier's
control, or by delay authorized by the Project Owner, then the Contract Time and
Contract
Price shall be equitably adjusted. The Project Owners determination of merit and
notice to the System Supplier on Claims for extension of time shall not be
unreasonably withheld by Project Owner.

        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      10.         
ALLOWANCES: Not Applicable.

       

      11.         
CHANGES

      


      11.1 System
Supplier may request and/or Project Owner may order changes in the Work or the
timing or sequencing of performance of the Work that impacts the Contract Price
or the Contract Time. All such changes in the Work that affect Contract Time or
Contract Price shall be formalized in a Change Order, to be approved by Project
Owner.

       

      11.2 Project
Owner and System Supplier shall negotiate in good faith an appropriate
adjustment to the Contract Price and/or the Contract Time and shall conclude
these negotiations as expeditiously as possible. Acceptance of the Change Order
and any adjustment in the Contract Price and/or Contract Time shall not be
unreasonably withheld.

       

      11.3 COST OR
CREDIT DETERMINATION

       

      11.2.3.1 An increase or decrease in the
Contract Price and/or the Contract Time resulting from a change in the Work
shall be determined by one or more of the following methods:

       

      .1 unit
prices set forth in this Agreement or as subsequently agreed;

      .2 a
mutually accepted, itemized lump sum;

      .3 costs
calculated on a basis agreed upon by Project Owner and System Supplier plus a
fee (either a lump sum or a fee based on a percentage of cost) to which they
agree; or .4 by the method provided below:

       

      11.4 It is
understood and agreed that only the net amount of any Change Order will be
subject to the System Supplier Fee of fifteen (15) percent. System Supplier Fee
will be all inclusive of all direct and indirect field overhead and supervision;
all corporate overhead; all insurances; all material markups; and all
profit.

       

      11.5 PERFORMANCE
OF CHANGED WORK System Supplier shall not be obligated to perform Changed Work
until a Change Order has been executed by Project Owner and System
Supplier.

       

    

    
      12.          PAYMENT

       

      12.1 INITIAL
PROGRESS PAYMENT - Upon execution of this Agreement, System Supplier shall
submit to Project Owner an application for payment covering initial design
costs. Project Owner shall pay the amount otherwise due on any approved payment
application, less any amounts as set forth below, no later than seven (7) days
after System Supplier has submitted a complete and accurate payment
application.

       

      12.2 PROGRESS
PAYMENTS - System Supplier shall submit to Project Owner and, if directed, a
monthly application for payment no later than the 25th day of the calendar month
for the preceding thirty (30) days. System Supplier's applications for payment
shall be itemized and supported by System Supplier's schedule of values and any
other substantiating data as required by this Agreement, Payment applications
shall include payment requests on account of properly authorized Change Orders.
Project Owner shall pay the amount otherwise due on any approved payment
application, less any amounts as set forth below, no later than twenty (20) days
after System Supplier has submitted a complete and accurate payment application.
Progress Payments will be accelerated should Project Owner require expedited
procurement of materials.

       

      12.3RETAINAGE
- For all System Supplier Work not performed on a time & material basis, the
Project Owner shall retain five (5) percent of the approved monies due System
Supplier until the accepted Substantial Completion of System Supplier's Work,
and thereafter only withhold such amount equating to a reasonable estimate of
the cost to complete remaining punch-list items.

       

      12.4
FAILURE TO PAY - If the Project Owner does not pay the System Supplier as
required herein, then the System Supplier may, upon seven additional days'
written notice to the Project Owner, suspend the Work until payment of the
amount owing has been received. The Contract Time shall be extended
appropriately and the Contract Price shall be increased by the amount of the
System Supplier's reasonable costs of shut-down, delay and start-up, plus
interest as provided for in the Contract Documents.

       

      
        
          
          

        

        
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      12.5 Reserved

       

      12.6 FINAL
COMPLETION When final completion has been achieved, inclusive of the
satisfactory completion of System Supplier's punchlist, and the acceptance of
all applicable warrant)', and operation and maintenance documentation, as
applicable, the System Supplier shall prepare for Project Owner's acceptance a
final report stating that to the best of System Supplier's knowledge, and based
on Project Owner's inspections, the Work has reached final completion in
accordance with the Contract Documents. Upon achieving this final Completion,
The Project Owner shall promptly release for payment all remaining amounts due
the System Supplier.

       

      13.          OWNERSHIP
OF DOCUMENTS - OWNERSHIP OF ARCHITECTURAL DESIGNS

       

      
        13.1 PROPERTY
OF SYSTEM SUPPLIER. All Design Documents, including, without limitation, and
designs, building designs or other depictions underlying or shown in them, shall
be deemed the sole and exclusive property of System Supplier and ownership
thereof is irrevocably vested in System Supplier, whether or not the Project is
constructed.

      

      
         

        
          13.2 INTETLLECTUAL
PROPERTY/ASSIGNMENT OF RIGHTS. All Intellectual Property Rights in the Design
Documents, including any designs, building designs or other depictions
underlying or shown in them are the property of System Supplier. System Supplier
shall own all Intellectual Property Rights and any other tangible and/or
intangible property rights in or associated with the Design Documents. No
transfer and assignment will be effective for the entire duration of such
Intellectual Property Rights and other rights thereto and include, but not be
limited to, all rights including rights in related plans, specifications,
documentation, derivative works and moral rights.

        

      

      
      

      
         

        
          13.3 USE
BY PROJECT OWNER. Without limitation to the other provisions of this Section 13,
Project Owner shall have the right to use the Design Documents for the
construction, use, occupancy or maintenance of the Project, including, without
limitation, future additions, alterations, or repairs to the
Project.

        

      

      
      

       

      13.4 SYSTEM
SUPPLIER'S WARRANTY. System Supplier represents and warrants that the Design
Documents, and the use of the Design Documents in the ordinaiy course, are free
of any claim of infringement and will not violate any right of any third party,
including any Intellectual Property Right.

      
      

       

      13.5 INSPECTION
BY PROJECT OWNER. Project Owner shall have the right at any time or times, upon
prior written request to System Supplier, to review the status and condition of
the Design Documents while in development or during construction and to request
that copies thereof be provided to Project Owner, with the cost of such copies
reimbursed to System Supplier as a Reimbursable Expense.

      
      

       

      14.          INDEMNITY

       

      14.1 To the
fullest extent permitted by law, System Supplier shall defend, indemnify and
hold Project Owner, Project Owner's officers, directors, members, consultants,
agents and employees and the Host and Project Company harmless from all claims
for bodily injury and property damage, other than to the Work itself and other
property insured under Exhibit E, that may arise from the performance of the
Work to the extent of the negligence attributed to such acts or omissions by
System Supplier, sub-contractors or anyone employed directly or indirectly by
any of them or by anyone for whose acts any of them may be liable. System
Supplier shall not be required to defend, indemnify or hold harmless Project
Owner or Project Company or others retained by Project Owner for any acts,
omissions or negligence of Project Owner or Project Company or others retained
by any other party.

       

      14.2 To the
fullest extent permitted by law, Project Owner shall defend, indemnify and hold
harmless System Supplier, its officers, directors or members, System Suppliers
or anyone employed directly or indirectly by any of them or anyone for whose
acts any of them may be liable from all claims for bodily injury and property
damage, that may arise from the performance of work by Project Owner or Project
Company to the extent of the negligence attributed to such acts or omissions by
these parties.

       

      
        
          15. MUTUAL
WAIVER OF CONSEQUENTIAL DAMAGES Project Owner and System Supplier agree to waive
all claims against each other for any consequential damages that may arise out
of or relate to this Agreement. Project Owner agrees to waive such damages
including but not limited to Project Owner's loss of use of the Project, any
rental expenses incurred, loss of income, profit or financing related to the
Project, as well as the loss of business, loss of financing, principal office
overhead and expenses, loss of profits not related to this Project, or loss of
reputation. System Supplier agrees to waive damages including but not limited to
loss of business, loss of financing, principal office overhead and expenses,
loss of profits not related to this Project, loss of bonding capacity or loss of
reputation. This Paragraph shall not be construed to preclude contractual
provisions for liquidated damages when such provisions relate to direct damages
only. The provisions of this Paragraph shall also apply to the termination of
this Agreement and shall survive such termination.

        

      

      
         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	15. 	
                  MUTUAL WAIVER OF CONSEQUENTIAL
      DAMAGESProject Owner and System Supplier agree to waive all claims
      against each other for any consequential damages that may arise out of or
      relate to this Agreement. Project Owner agrees to waive such damages
      including but not limited to Project Owner's loss of use of the Project,
      any rental expenses incurred, loss of income, profit or financing related
      to the Project, as well as the loss of business, loss of financing,
      principal office overhead and expenses, loss of profits not related to
      this Project, or loss of reputation. System Supplier agrees to waive
      damages including but not limited to loss of business, loss of financing,
      principal office overhead and expenses, loss of profits not related to
      this Project, loss of bonding capacity or loss of reputation. This
      Paragraph shall not be construed to preclude contractual provisions for
      liquidated damages when such provisions relate to direct damages only. The
      provisions of this Paragraph shall also apply to the termination of this
      Agreement and shall survive such termination.

                   

                


        

      

      
      

      16.         
NOTICE
TO CURE AND TERMINATION

      


      16.1 TERMINATION
BY OWNER If, within seven (7) days of receipt of a notice to cure pursuant to
Paragraph 16.1, System Supplier fails to commence and satisfactorily continue
correction of the default set forth in the notice to cure, Project Owner may
notify System Supplier that it intends to terminate this Agreement for default
absent appropriate corrective action within fourteen (14) additional days. After
the expiration of the additional seven (7) day period, Project Owner may
terminate this Agreement by written notice absent appropriate corrective action.
Termination for default is in addition to any other remedies available to
Project Owner under Paragraph 17. If Project Owner's costs arising out of System
Supplier's failure to cure, including the cost of completing the Work and
reasonable attorney fees, exceed the unpaid Contract Price, System Supplier
shall be liable to Project Owner for such excess costs. If Project Owner's costs
are less than the unpaid Contract Price, Project Owner shall pay the difference
to System Supplier. In the event Project Owner exercises its rights under this
Paragraph, upon the request of System Supplier, Project Owner shall furnish to
System Supplier a detailed accounting of the costs incurred by Project
Owner.

       

      16.2 TERMINATION
BY PROJECT OWNER Upon seven (7) days' written notice to Project Owner, System
Supplier may terminate this Agreement if the Work:

       

      
        (a) 
has
been stopped fr a sixty (60) day period through no fault of System Supplier for
any of thefollowing
reasons:

      

      
      

       

      
      

      .1 under
court order or order of other governmental authorities having
jurisdiction;

       

      .2 as a
result of the declaration of a national emergency or other governmental act
during which, through no act or fault of System Supplier, materials are not
available; or

       

      
        	 	(b)	If the Project Owner
      fails within a sixty (60) day period to pay the System Supplier amounts
      due under
      the contracts as provided in Section 12.2 and the System Supplier has
      provided the Project Owner
      seven (7) days' written notice to Project
  Owner.


      

       

      16.3 TERMINATION
FOR CONVENIENCE The Project Owner may, at any time, terminate this Agreement
for the Project Owner's convenience and without cause. In case of such
termination for the Project
Owner's convenience, the System Supplier shall be entitled to receive payment
for the Subcontract
Work executed, and costs incurred by reason of such termination, along with
reasonable overhead
and profit on the Subcontract Work not performed. Upon receipt of written notice
from the Project
Owner of such termination for the Project Owner's convenience the System
Supplier shall:

       

      .1 cease
operations as directed by the Project Owner in the notice;

       

      
        .2 take
actions necessaiy, or as the Project Owner may direct for the protection /
preservation of the Work;

      

      
      

       

      .3 except
for the Work directed to be performed prior to the e ffective date of
termination stated in the notice, terminate all existing Sub-subcontracts and
purchase orders and enter into no further Sub-subcontract and/or purchase
orders.

      


      
        
          
          

        

        
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                17. 

              	
                ASSIGNMENT Neither Project Owner nor
      System Supplier shall assign its interest in this Agreement without the
      written consent of the other except as to the assignment of proceeds. The
      terms and conditions of this Agreement shall be binding upon both parties,
      their partners, successors, assigns and legal representatives. Neither
      party to this Agreement shall assign the Agreement as a whole without
      written consent of the other.

              


      

       

      18.        GOVERNING LAW This Agreement shall be governed
by the law in effect at the location of the Project.

       

      
        	
                19  

              	
                JOINT DRAFTING The parties expressly
      agree that this Agreement was jointly drafted, and that they both had
      opportunity to negotiate terms and to obtain assistance of counsel in
      reviewing terms prior to execution. This Agreement shall be construed
      neither against nor in favor of either party, but shall be construed in a
      neutral manner.

              


      

       

      
        	
                20  

              	
                DISPUTE RESOLUTION In the event of a
      dispute, controversy, or claim arising out of or relating to this
      Agreement, the System Supplier and Subcontractor ("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. Claims not resolved by other means shall be decided by
      arbitration which, unless the parties mutually agree otherwise, shall be
      in accordance with the Construction Industry Arbitration Rules of the
      American Arbitration Association currently in effect. The demand for
      arbitration shall be filed in writing with the other party to the Contract
      and with the American Arbitration Association. Any arbitration shall be
      conducted by a mutually agreed Arbitrator. 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 to which the dispute relates, for
      claims in excess of $250,000 a panel of multiple Arbitrators shall be
      used. The shall take place in the state where the Work has been performed
      or in a mutually agreed location. The cost of the arbitration shall be
      borne equally by the Parties. If either Party becomes involved in
      arbitration or litigation arising from this Agreement, each Party will be
      responsible for its own legal and attorney's
  fees.

              


      

       

      
      

      
         

      

      PROJECT
OWNER:

       

      
        
          	BY:	/s/ William
      Morrow	 	ATTEST:	 
	 	William
      Morrow                
      Director, Construction	 	 	 
	 	 	 	 	 
	 	PRINT
      NAME                    
      PRINT TITLE	 	 	 
	 	 	 	 	 


        

         

         

        SYSTEM
SUPPLIER

         

        
          	BY:	/s/ William
      Adelson	 	ATTEST:	/s/ Joanna
    Tan
	 	William
      Adelson              
      President	 	 	Joanna
      Tan                       
      CFO, COO
	 	 	 	 	 
	 	PRINT
      NAME                   PRINT
      TITLE	 	 	 


        

      

       

       

                                      


       

       

       

       

       

      
         

      

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A - CONTRACT DOCUMENTS

       

      


       

      
      

       

      
        	Project Name:	 CSU -
      Bakersfield - Parking Lot E Canopy
	 	 
	Project
Number:	 CA-08-0041
	Project
    Location:	9001
      Stockdale Hwy 

                Bakersfield
      CA

              
	 	 
	Project
      Description:	Solar
      design and structural engineering: PV foundation supports; PV support
      steel detailing,
      fabrication & erection, PV module
  Installation.


      

       

       

      
        
          	 	Sheet	 	Title	 	Author	 	Date
	 	 	 	 	 	 	 	 
	 	T	 	Title
    Page	 	
                  SunEdison/
      Envision

                	 	6/26/09
	 	A.l  	 	Site
    Plan	 	SunEdison/
      Envision	 	6/26/09
	 	A.2 	 	Demo
    Plan	 	SunEdison/
      Envision	 	6/26/09
	 	A.3 	 	Site
      Elevations	 	
                  SunEdison/
      Envision

                	 	6/26/09
	 	A.4  	 	Large Array plans and
      elevations	 	SunEdison/
      Envision	 	6/26/09
	 	A.5   	 	Medium Array plans and
      elevations	 	SunEdison/
      Envision	 	6/26/09
	 	A.6   	 	Small Array plans and
      elevations	 	SunEdison/
      Envison	 	6/26/09
	 	A.7 	 	Reflected Ceiling
      plans	 	SunEdison/
      Envision	 	6/26/09
	 	A.8 	 	Reflected Ceiling
      plans	 	SunEdison/
      Envision	 	6/26/09
	 	A.9 	 	Sections	 	SunEdison/
      Envision	 	6/26/09
	 	A.10	 	Details	 	SunEdison/
      Envision	 	6/26/09
	 	S.1	 	Structural notes and
      plans	 	Orie's/SunEdison/
      Envision	 	6/26/09
	 	S.2	 	Structural elevations and
      details	 	Orie's/SunEdison/
      Envision	 	6/26/09
	 	S.3	 	Inverter equipment pad and
      anchorage	 	Orie's/SunEdison/
      Envision	 	6/26/09
	 	S.4	 	Inverter equipment pad
      details	 	Orie's/SunEdison/
      Envision	 	6/26/09


        

        
           

        

      

      
         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

      
         

        
        

      

      EXHIBIT
B - SCOPE OF WORK

      


      A.  
General

       

      
        	
                 
      

              	
                a.

              	
                System
      Supplier shall obtain and maintain all permits and licenses required to
      perform and complete its work,
      unless otherwise indicated.

              


      

       

      
      

      
        	
                 
      

              	
                b.

              	
                System
      Supplier is responsible for generation of the Construction sets of the
      Contract Documents. The System
      Supplier is responsible for reproduction or procurement of any additional
      sets required to perform the
      work and shall provide any required sets to Project Owner upon request.
      All printing costs are a reimbursable
      expense.

              


      

       

      
      

      
        	
                 
      

              	
                c.

              	
                System
      Supplier shall provide to Project Owner all required Shop Drawings,
      Submittals, Samples, As-Builds,
      Operating Manuals, overstock materials, and all warranties required by the
      Contract Documents.

              


      

       

       
d.      All Requests for Information must be in
writing to and from Project Owner and System Supplier.

       

      
        	
                 
      

              	
                e.

              	
                System
      Supplier shall provide Daily Work Reports to the Project Owner's Project
      Superintendent for each
      day System Supplier is working on
site.

              


      

       

      
      

      
        	
                 
      

              	
                f.

              	
                System
      Supplier shall provide required Quality Control and Completion
      documentation and checklists to the
      Project Owner's Project Superintendent on a regular
      basis.

              


      

       

      
      

       
g.     System Supplier shall provide a list of all
materials with lead-times over two (2) weeks.

       

      
        	
                 
      

              	
                h.

              	
                Project
      Owner shall be responsible for all material stocking and storage, which
      includes Project Owner supplied
      material and/or equipment.

              


      

       

      
      

      
        	
                 
      

              	
                i.

              	
                Project
      Owner shall provide and be responsible for any storage containers and or
      field office trailers required
      to complete their work, in locations determined by Project
      Owner.

              


      

       

        
j.      If applicable, System Supplier shall provide
quantity survey for Project Owner provided materials.

      
         

         
k.      System Supplier shall coordinate and install
all Project Owner provided items per the Contract Documents, as pertaining to System
Supplier's work.

      

      
      

      
         

          l.     
Parking is the responsibility of System Supplier; coordinated with
Project Owner's Project Superintendent.



      
         m.    
Coordinate and manage inspections by the local building department, utility
field engineers, project company consultants, all as may be required, in order
to obtain all final approvals.

      

      
      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          
          

        

      

      B.  
Safety

       

      
        	 	
                A.

              	
                All
      of the System Supplier's work shall comply with all local, State and
      Federal building codes, laws and regulations.

                 

              
	 	
                B.

              	
                System
      Supplier shall adhere to all current safety laws including, but not
      limited to Local, State, and Federal OSHA
      regulations, and to Project Owner's safety
      standards.

                 

              
	 	C.	
                Hard hats
      are required on this project by ALL persons, at ALL times, and in ALL
      areas.

                 

              
	 	
                D.

              	
                System
      Supplier must keep records on site of daily and weekly safety meeting and
      will provide copies to Project Owner
      upon request.

                 

              
	 	
                E.

              	
                System
      Supplier must keep records onsite of individuals who are trained and
      qualified to operate equipment on the
      jobs ite.

                 

              
	 	
                F.

              	
                System
      Supplier must contact USA Utility or the appropriate company to identify
      all underground lines prior to digging.
      Any disconnections of service will be the responsibility of the System
      Supplier.

                 

              
	 	G. 	
                 Provide
      required Certificate of Insurance (with noted Additional Insureds) prior
      to mobilization on the Project.

                 

              
	 	
                H.

              	
                System
      Supplier to have a designated Superintendent on site at all times while
      installation activities are being conducted
      so as to be a single point-of-contact for both Project Owner and the Host
      Company. Superintendent will
      provide Project Owner with a 24-hour contact person and the individual
      must be able to communicate in English.

                 

              
	 	
                I.

              	
                Project
      Owner is responsible to provide and or install all required safety
      equipment, rails, protection or other devices
      and or equipment necessary to complete the work.

                 

              
	 	J. 	
                Project
      Owner is responsible for security to protect any materials staged on the
      ground during non working hours.

                 

              
	 	K.	
                The
      System Supplier shall comply with all security and safety requirements and
      regulation of the Host Company.

                 

              
	 	L.	
                The
      following Safety Documents will be provided to the Project Owner's
      Construction for review and approval prior to issuance of a Notice to
      Proceed.

              
	 	 	 
	 	 	
                a.    System
      Suppliers General Safety Plan

                 

              
	 	 	
                b.    Site
      Specific Safety Plan

                 

              
	 	 	
                c.    Site
      Specific Risk Assessment

                 

              
	 	 	d.    Site Specific
      Emergency Action Plan


      

       

      C.  
Design
Scope

       

      
        
          
            	
                    A.

                  	Furnish
      all required design documents including but not limited to Drawings,
      Specifications, Design Manuals, Design
      Standards, necessary to permit, and construct the Tee Structures, Support
      Foundations, PV Support Steel
      and PV Module Installation in compliance with all local, state, and
      national codes and jurisdictional requirements
      & regulations.
	 	 
	
                    B.

                  	Due Diligence
      Documents
	 	 
	 	a.	
                    
                      Project
      Owner shall provide Facility As-Built drawings to System Supplier. System
      Supplier is responsible for verification and coordination of this
      information with their
design.

                    

                  


          

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          
          

           

          
            
              	 	b.	Provide all Site
      Evaluation and Preliminary Approval deliverables.
	 	 	 
	 	c. 	Notate any
      host-customer considerations and requirements known prior to
      design/technical specification.
	 	 	 
	C.	Provide
      required preliminary design documents to evaluate initial product and
      system specifications for review
      by Project owner and/or the Host Company, provide follow up corrective
      action items as necessary.
	 	 	 
	
                      D.

                    	
                       

                    	
                      Provide
      permit submittal ready, approved by licensed PE for each discipline
      required, prior to permit submittal
      for final design review.

                       

                    
	E.	
                       

                    	
                      
                        Comply
      with all local Utility, AHJ, and National code agencies as appropriate -
      obtain in writing, any code variances
      approved by authorized agencies.

                         

                      

                    
	F.	 	
                      Provide
      updated design drawings, per approved change orders, during construction
      as appropriate.

                       

                    
	G. 	 	
                      Provide
      As-Built drawings upon completion of system installation, including all,
      reference drawings, and hard-copies,
      per the term-out schedule supplied, and as-built drawing checklist (to be
      supplied by Project Owner).

                       

                    
	
                      H.

                    	
                       

                    	
                      Provide
      copies of all Professional Engineering deliverables, including stamps and
      signatures on all drawings, and
      calculation packages as applicable.

                       

                    
	I.	 	
                      Provide
      technical solutions or correspondence to support system term-outs, as it
      relates to Independent Engineering
      review, in a prompt manner as to support intended
      schedule.

                    


            

             

          

        

      

      D.    Construction
Scope

       

      
        
          	A.	
                  This
      Contract Agreement includes, but is not limited to, providing all labor,
      material, tools, equipment and supervision to complete the following scope
      of work;

                   

                
	 	 	
                  System
      Supplier shall furnish and Install all required footings, foundations,
      slabs, and mounting pads including all required layout, excavation, form
      work, reinforcing, anchor bolts and finishing of concrete necessary. The
      foundation spoils are to be spread on site and the AC debris shall be
      stockpiled into a location as determined by the Project Owner to be hauled
      off site by Project Owner.

                   

                
	 	 	1.	System
      Supplier shall install in all required footings Conduit supplied by
      Project Owner.
	 	 	2.	
                  System
      Supplier shall furnish, fabricate, and install all required steel (Tee'
      structures including all required layout, hardware, welding, Temporary
      bracing during erection, and all other material or equipment for a
      complete installation.

                
	 	 	3.	
                  System
      Supplier shall furnish, fabricate, and install all required steel purlins
      and other support member to support the installation of PV modules
      including all required layout, hardware, welding, Temporary bracing during
      erection, and all other material or equipment for a complete
      installation.

                
	 	 	4.	
                  Installation
      of Project Owner provided equipment, as indicated on the provided "List of
      Owner Supplied Material and Equipment", including but not limited to
      installation of PV Modules.

                
	 	 	5.	
                  Furnish
      and Install all required miscellaneous mounting hardware, blocking or
      other material necessaiy for a complete installation of the work, except
      where indicated on "List of Owner Supplied Material and
      Equipment"

                
	 	 	 6.	 System
      Supplier shall perform required Painting and galvanizing required,
      including touchup as required
	 	 	 7.	 System
      Supplier is to perform all required Saw Cutting and or Core
      Drilling.


        

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
        

         

        
          
            	 	 	8.	
                    System
      Supplier shall remove light poles noted and deliver to the Campus
      Facilities Department. The concrete light standards shall be removed to 2"
      below finish grade. The concrete debris shall be stockpiled into a
      location as determined by the Project Owner to be hauled off site by
      Project Owner.

                     

                  
	 	 	9.	
                    System
      Supplier intends to prefabricate the modules for installation on the steel
      structure. System Supplier shall provide any required work benches and
      equipment necessaiy to complete the work. System supplier shall allow an
      electrician access to the work area to pre-wire the panels prior to
      erection. System Supplier and Project Owner shall coordinate the module
      delivery and security of the staging area at a later date.

                     

                  
	B.	
                    In
      addition the System Supplier shall be responsible for the
      following:

                     

                  
	 	 	1.	
                    Ail
      required labor and equipment for offloading and material
      placement.

                     

                  
	 	 	2.	
                    All
      rigging of materials.

                     

                  
	 	 	3.	
                    Unloading,
      inventory, and storage of all material delivered to project
      site.

                     

                  
	 	 	4.	
                    Any and
      all personnel lifts and or scaffold.

                     

                  
	 	 	5.	
                    All
      Layout for the System Supplier's work from benchmarks provided by Project
      Owner.

                     

                  
	 	 	6.	
                    System
      Supplier is responsible for supplying any temporary power and additional
      task lighting required to perform its work.

                     

                  
	 	 	7.	
                    Project
      Owner shall furnish all required Trash Removal and Dumpsters as required
      for work, including off haul of asphalt paving

                     

                  
	 	 	8.	
                    Maintain
      all areas free of waste materials, debris, and rubbish. Maintain site in a
      clean and orderly fashion.

                     

                  
	 	 	9.	
                    Supply
      all required Rental Equipment and any required Small Tools for the
      performance of its work.

                     

                  
	 	 	10.	
                    All
      required surface preparation.

                     

                  
	 	 	11.	
                    Repair
      of any damaged work existing or new; including but not limited to roof
      membrane or material, asphalt
      paving, concrete paving, curb & gutter, or existing
      buildings.

                     

                  
	 	 	12. 	
                    System
      Supplier shall furnish all required warranties to the Project Owner as
      indicated in the attached Warranty Requirements document, including, but
      not limited to, all 'workmanship' warranties and assignment to the Owner
      of all Manufacturer's warranties.

                     

                  
	 	 	13. 	
                    Project
      Owner shall furnish and maintain the required Temporary Restroom
      Facilities at the code required numbers and frequency of
      maintenance.

                     

                  


          

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          
          

           

          E.    Other
Conditions

           

          
            
              	
                      A.

                    	System
      Supplier shall not be entitled to any payment for Field Extra Work Orders
      without the signature of Project Owner's
      Project Superintendent or Construction Project Manager. The effect of such
      signature is limited by the terms
      and conditions of the Contract
Agreement.
	 	 	 
	
                      B.

                    	When
      grounds exist justifying a back charge against the System Supplier,
      whether or not due
      to a default under this
      Agreement, Project Owner may provide System Supplier written notice to
      take appropriate corrective action, as
      determined by Project Owner, within twenty-four (24) hours. If System
      Supplier fails to commence and satisfactorily
      continue corrective action to the satisfaction of Project Owner, then
      System Supplier shall be liable for all costs and expenses resulting there
      from, including, but not limited to, investigation costs, costs to remedy,
      mark-up for overhead and profit of fifteen (15%), plus any attorneys' fees
      incurred by
      Project
Owner.


            

             

            F.   
Exclusions

             

            
              	A.	
                      The
      Work excludes performance or completion bonds for the city, other
      government entities or third parties.

                       

                    
	
                      B.

                    	
                      The
      Work excludes all materials testing, field testing, field inspections, and
      special inspection costs. Such excluded
      items are to be provided separately by the Project Owner and paid by the
      Project Owner at no cost to the
      System Supplier.

                       

                    
	C.	
                      The Work
      excludes providing payment and performance bonds to the Project
      Owner.

                       

                    
	D.	
                      Excludes
      costs to address architectural treatments for normal shrinkage cracks in
      concrete construction.

                       

                    
	E.	
                      The Work
      excludes all concrete for Electrical scope of work.

                       

                    
	F.	
                      The Work
      excludes PV module washing provisions and equipment.

                       

                    
	G.	
                      The Work
      excludes well points or dewatering.

                       

                    
	
                      H.

                    	
                      The
      Work excludes installation of any Project Owner furnished items except as
      indicated on the "List ofOwner
      furnished Material and Equipment."

                       

                    
	I.	
                      The Work
      excludes all landscaping and re-establishment of existing
      landscaping.

                       

                    
	J.	Owner shall perform
      any pavement patching required around the foundation bases and light
      fixture bases removed as a result of the work. Supplier shall provide a
      concrete base approximately 2" below finish grade to allow a finish paving
      application by others.


            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
C - PROJECT SCHEDULE

      


       

      
        	Project
      Milestones:	 
	 	
              
	 	 
	Start Construction (drilling
      foundations)   	8/3/2009
	 	 
	 	 
	School Blackout Period ( no
      work, all parking	 
	lots clean and available to the
      campus)  	9/7/09 -
    9/25/09
	 	 
	 	 
	Module installation complete
      (no later than)  	10/21/2009
	 	 
	Final
    Completion	10/27/2009


      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

                 

       

       

       

       

       

      Exhibit 'D'
-      Payment Form

      with Schedule of
Values           

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
        

      

    

     

    

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
    

    
      CONTINUATION
SHEET                                                                   
AIA document g 703

    

    
      	
              AIA Document g702, APPLICATION
      AND CERTIFICATE FOR PAYMENT, containing Contractor's signed Certification
      is attached.

              In tabulation below, amounts
      are stated to the nearest dollar. 

              Use Column I on Contracts where
      variable retainage for the line items may apply

            	 	APPLICATION
      NUMBER: 

              APPLICATION
      DATE: 

              PERIOD
      TO: 

              ARCHITECT'

              S
      PROJECT NO:

            


    

     

     

    
      
        	
                A

              	
                B

              	
                C

              	
                D

              	
                E

              	
                F

              	
                G

              	
                H

              	
                I

              
	
                ITEM

              	
                DESCRIPTION OF WORK

              	
                SCHEDULED

              	
                WORK
      COMPLETED

              	
                MATERIALS

              	
                TOTAL

              	
                %

              	
                BALANCE

              	
                RETAINAGE

              
	
                NO.

              	 
	
                VALUE

              	
                FROM
      PREVIOUS

              	
                THIS
      PERIOD

              	
                PRESENTLY

              	
                COMPLETED

              	
                (G+C)

              	
                TO
      FINISH

              	 
  
	  	 
	  	
                APPLICATION

              	  	
                STORED

              	
                AND
      STORED

              	  	
                (C-G)

              	 
  
	  	 
	  	
                (D+E)

              	  	
                (NOT
      IN

              	
                TO
      DATE

              	  	  	 
  
	  	 
	  	 
	  	
                D OR
      E)

              	
                (D+E+F)

              	  	  	  
	 
      	
                Design
      / Engineering

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                1-330S

              	
                Preliminary
      Design and Engineering

              	
                0.00

              	
                -

              	
                -

              	
                -

              	
                -

              	
                0%

              	
                0,00

              	
                0.00

              
	
                1-33DS

              	
                Final
      permit design drawings

              	
                0.00

              	 
      	 
      	 
      	 
      	
                0%

              	
                0.00

              	
                0,00

              
	 
      	
                Structure
      installation

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                2-050S

              	
                Demo
      existing light poles

              	
                0.00

              	
                -

              	
                -

              	
                -

              	
                -

              	
                0%

              	
                0.00

              	
                0.00

              
	
                3-300S

              	
                Pier
      foundations

              	
                0.00

              	
                -

              	 
      	
                -

              	
                -

              	
                0%

              	
                0,00

              	
                0.00

              
	
                5-2QQS

              	
                Structural
      Steel Material

              	
                0.00

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                5-200S

              	
                Structural
      Steel - installation

              	
                0.00

              	
                -

              	
                -

              	
                -

              	
                -

              	
                0%

              	
                0.00

              	
                0,00

              
	
                16-300S

              	
                Module
      Installation

              	
                0.00

              	 
      	
                -

              	
                -

              	
                -

              	
                0%

              	
                0.00

              	
                0.00

              
	
                5-20
      OS

              	
                Paint
      structural steel

              	
                0.00

              	 
      	 
      	 
      	 
      	
                0%

              	
                0.00

              	
                0.00

              
	 
      	 
      	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              	 
      	
                0.00

              	
                0

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            CONTINUATION
SHEET                                                                   
AIA document g 703

          

          
            	
                    AIA Document g702, APPLICATION
      AND CERTIFICATE FOR PAYMENT, containing Contractor's signed Certification
      is attached.

                    In tabulation below, amounts
      are stated to the nearest dollar. 

                    Use Column I on Contracts where
      variable retainage for the line items may apply

                  	 	APPLICATION
      NUMBER: 

                    APPLICATION
      DATE: 

                    PERIOD
      TO: 

                    ARCHITECT'

                    S
      PROJECT NO:

                  


          

        

         

         

      

      
        	
                A

              	B	C	D	E	F	G	H	I
	
                ITEM
      NO.

              	
                DESCRIPTION 

                OF
      WORK

              	
                SCHEDULED VALUE

              	
                WORK
      COMPLETED

              	
                MATERIALS
      

                  PRESENTLY

                

              	
                TOTAL
      

                  COMPLETED

                

              	%
      

                (G+C)

              	
                BALANCE

                TO
      FINISH 

              	
                RETAINAGE

              
	 	 	 	
                FROM
      PREVIOUS 

                APPLICATION 

                (D +
      E)

              	
                THIS
      PERIOD

              	
                STORED
      

                  (NOT
      IN 

                    D
      OR E)

                  

                

              	
                AND
      STORED 

                  TO
      DATE 

                    (D+E+F)

                  

                

              	
                 

              	
                
                  (C-G)

                

              	
                 

              
	 	
                CHANGE
      ORDER #

              	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 --	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 -	
                0.00

              
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 --	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 	 
	 	 	 -	 -	 -	 	 	 	 -	 -


      

       

      
         

        
          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

          


           

           

          
 

                    

           

           

           

          
          

           

           

           

          
            	 	Exhibit 'E' -    
      Insurance
	 	Requirements


          

           

           

           

                       

                   

        

         

         

         

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
           

          
            	1.	
                    Required
      Coverage.   Subcontractor shall carry and maintain
      with carriers or self insurance, as a minimum, the following insurance
      coverage:

                     

                  
	 	1.1.	
                    Workers
      Compensation

                     

                  
	 	
                     

                  	
                    Workers
      Compensation Insurance and Employers Liability Insurance in accordance
      with the laws of the state of where work may be done with limits for
      employer's liability in the minimum amount of $100,000

                     

                  
	 	1.2.	
                    Commercial
      General Liability coverage with a General Aggregate of $2,000,000 per
      occurrence,with
      the following coverage's;

                  


          

           

          
            	 	Per
    Occurrence	$2,000,000
	 	Products &
      Completed Operations 	$1,000,000
	 	Personal Injury
      & Advertising Injury 	$1,000,000
	 	General
      Aggregate	$2,000,000


          

           

          
            	
                  	1.3.	
                    
                      Automotive Liability Insurance covering owned, non-owned and hired
      automobiles in the minimum limits
of:

                    

                  


          

           

          
            	 	Bodily
    Injury	$1,000,000 each
      person
	 	Bodily
    Injury	$1,000,000 each
      occurrence and; 
	 	Property
      Damage	$1,000,000 each
      occurrence
	 	 	 


          

           

          
            	
                    2.

                  	 	
                    Policy
      Endorsements- All insurance coverage required to be maintained by
      Subcontractor under this Agreement
      shall:

                     

                  
	 	2.1.	
                     provide a
      severability of interests or cross liability clause;

                     

                  
	 	2.2.	
                    except
      in the case of worker's compensation insurance and other statutory
      insurances where it would be inappropriate, name each SunEdison Party, the
      Host, and others as may be reasonably required by Contractor, as
      additional insureds; and

                     

                  
	 	2.3.	
                    to
      the extent permissible in accordance with the policy, include a waiver of
      subrogation by the insurers in favor of each Host, each SunEdison Party,
      SunEd Solar, investor, and each of their respective assignees, affiliates,
      agents, officers, directors, employees, insurers or policy issuers and a
      waiver of any right of the insurers to any set-off or counterclaim,
      whether by endorsement or otherwise, in respect of any type of liability
      of any of the persons insured under any such policies.

                     

                  
	3.	
                    Certificates.
      Subcontractor shall throughout the Agreement period post certificates
      and/or memoranda of insurance evidencing the coverage specified in this
      Exhibit by providing hardcopy certificates to
      Contractor.

                     

                  
	4.	Cancellations.
	 	 
	 	4.1.	
                    All
      policies of insurance to be secured and maintained by Subcontractor
      hereunder shall provide, by endorsement, that the Contractor
      Representative and any additional insured where required in writing shall
      be provided forty-five (45) days' prior written notice of any material
      policy changes or cancellations (except two (2) days for non-payment of
      premium) and that no such cancellation or change shall be effective
      without such notice.

                  
	 	 	 
	 	4.2.	
                    Subcontractor
      shall immediately notify the Contractor Representative regarding the
      occurrence of any of the following events: (a) any significant loss
      covered by a policy required to be maintained by this Exhibit; (b) any
      significant dispute with an insurer; (c) the early cancellation of any
      policy; (d) the failure to pay any premium payment; (e) the failure, for
      any reason, to maintain any policy required to be maintained by this
      Exhibit; and (f) any significant change in any insurance coverage
      contracted for by Subcontractor.

                  


          

           

          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          

           

          
          

           

           

          


          

          
          

           

          
          

           

           

           

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

           

          
            	
                     

                     

                     

                     

                     

                     

                    IMPORTANT

                     

                     

                     

                  
	
                     

                     

                    If the certificate
      holder is an ADDITIONAL INSURED, the policy(ies) must bo endorsed, A
      statement on this certificate does not confer rights to the certificate
      holder in lieu of such endorsement(s).

                     

                    If SUBROGATION IS
      WAIVED, subject to the terms and conditions of the policy, certain
      policies may require an endorsement. A statement on this certificate does
      not confer rights to the certificate holder in lieu of such endorse
      ment(s).

                     

                     

                  
	
                     

                     

                    DISCLAIMER

                     

                     

                     

                  
	
                     

                     

                    The Certificate of
      Insurance on the reverse side of this form does not constitute a contract
      between the issuing insurers), authorized representative or producer, and
      the certificate holder, nor does it affirmatively or negatively amend,
      extend or alter the coverage afforded by the policies listed
      thereon.

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                  


          

           

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

           

           

           

           

           

          

           

           

           

           

           

          
 

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

           

           

           

           

           

           

           

          

           

           

           

           

           

           

           

        

        
          
            


            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

            


            


            


            


             

             

                      

             

             

             

             

             

             

             

            
            

             

            
              	 	Exhibit 'F' -        
      Interim & fina
	 	Lien
      Wavers
	 	 


            

             

             

                      

                                      

          

           

           

           

           

           

          
            


             

             

             

             

             

             

             

             

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

               

               

              
                 

                
                  	  

                          CONDITIONAL
      WAIVER AND RELEASE

                          UPON
      PROGRESS PAYMENT

                          


                          California
      Civil Code Section 3262(d)(1)

                          


                           

                          Job/Account
      #_______________                                                     

                           

                          Upon
      receipt by the undersigned of a check from                                                                                                                        
             

                          in
      the sum of $______________payable
      to____________________________________„

                          and
      when the check has been properly endorsed and has been paid by the bank
      upon which it is drawn, this document shaii become effective to release
      any mechanics' lien, stop notice, or bond right the
      undersigned has on the job
      of __________________________________________        

                          located
      at_________________________________________________________________                                                        

                          to
      the following extent:

                          This
      release covers a progress payment for labor, services, equipment or
      material furnished to
      _______________________________________________________________________________________________________________________

                          through_______________________only
      and does not cover any retention retained before or after the
      release

                          date
      or extras furnished before the release date for which payment has not been
      received or extras or items furnished after the release date. Rights based
      upon work performed or items furnished under a written change order which
      has been fully executed by the parties prior to the release date are
      covered by this release unless specifically reserved by the claimant in
      this release. This release of any mechanics lien, stop notice, or bond
      right shall not otherwise affect the contract rights, including rights
      between parties to the contract based upon a rescission, abandonment,
      breach of the contract, or the right of the undersigned to recover
      compensation for furnished labor, services, equipment or material covered
      by this release if that furnished labor, services, equipment or material
      was not compensated by the progress payment. Before any recipient of this
      document relies on it, said recipient should verify evidence of payment to
      the undersigned.

                           

                          Date:__________________________                                                                                                                              ___________________________

                                                                    (company
      name)

                                                                  By:___________________________

                                                                    (signature)

                                                                 
      ___________________________

                                                                     (print
      name)

                          


                           

                          NOTE:
      CIVIL CODE 3262 (d)(1) PROVIDES: Where the claimant is required to execute
      a waiver and release in exchange for, or in order to induce the payment
      of, a progress payment and the claimant is not, in fact, paid in exchange
      for the waiver and release or a single payee check or joint payee check is
      given in exchange for the waiver and release, the waiver and release shall
      follow substantially the form set forth
above.

                        


                

                 

              

               

              
                
                  
                  

                

                
                  1

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
               

              
                
                  	
                          UNCONDITIONAL
      WAIVER AND RELEASE 

                          UPON
      FINAL PAYMENT

                          


                          California
      Civil Code Section 3262(d)(4)

                          


                          


                          
                          

                          Job/Account
      #_____________________ 

                          
                          

                          The
      undersigned has been paid in full for all labor, services, equipment or
      materia! furnished

                          to:___________________________________________________________________________
      

                          on
      the job of:___________________________________________________________
      

                          
                          

                          located
      at:__________________________________________________________________________
      

                          and
      does hereby waive and release any right to a mechanics lien, stop notice,
      or any right against a
      labor and material bond on the job, except for disputed claims for extra
      work in the amount of

                          $_________________________________________________________________________________
      .

                          


                          


                          


                          
                          

                          Date:__________________________                                                            ____________________________
      

                                                                                                                                                                 
      (company
      name)                                                                                           

                                                                                                                                                        
       By:___________________________
      

                                   
      (signature)

                          ___________________________

                                  
      (print name)

                          


                          


                          


                          


                          
                          

                          NOTICE
      TO PERSONS SIGNING THIS WAIVER: THIS DOCUMENT WAIVES RIGHTS
      UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE
      RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF
      YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL
      RELEASE FORM.

                          


                          
                          

                          NOTE:
      CIVIL CODE 3262(d)(4) PROVIDES: Where the claimant is required to execute
      a waiver and release in exchange for, or in order to induce payment of, a
      final payment and the claimant asserts in the waiver that it has, in fact,
      been paid the final payment, the waiver and release shall follow
      substantially the form set forth
above.

                        


                

                 

              

               

              
                
                  
                  

                

                
                  2

                  
                    

                  

                

                
                  
                  

                

              

            

            


             

             

             

                

             

             

             

             

             

            
            

             

            
              	 9.   
      	
                      Exhibit 'H'-     
      Unit Prices

                       

                    


            

             

             

             

             

             

             

            


             

             

             

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             

            
                 

               

               

               

               

               

              
              

               

              
                	  
      	
                        Exhibit 'H'-     
      Unit Prices

                         

                      
	 	NOT 
      USED


              

               

               

               

            

             

             

             

             

             

             

             

             

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             

             

             

            
               

              
                    

              

            

                           

             

             

             

             

             

             

            
              	
                        10. 
       

                    	
                      Exhibit
      T
      - Change Order 

                       

                      Form

                    


            

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            
              	
                      CHANGE
      

                    	
                      Attachment
      F - AiA form G701    

                    	OWNER	o
	
                      ORDER

                    	 	
                      ARCHITECT

                    	o
	 	 	CONTRACTOR	o
	AIA DOCUMENT
      G701	 	FIELD	o
	 	 	OTHER	o
	 	 	 	 


            

            
              	PROJECT:	 	CHANGE ORDER NUMBER:
      
	 	 	DATE:
	 	 	PROJECT
    NO.:
	TO
    CONTRACTOR:	 	CONTRACT
    DATE:
	 	 	CONTRACT
    FOR:


            

             

            The
Contract is changed as follows:

            


            


            
            

             

            
              	No.	Description
      	Cost	 
	1.	 	$	 -
	2.	 	$	 -
	3.	 	$	 -
	4.	 	$	 -
	5.	 	$	 -
	6.	 	$	 -
	7.	 	$	 -
	8.	 	$	 -
	9.	 	$	 -
	10.	 	$	 -
	 	 SubTotal  
       	$	 -


            

             

            
              
                

              

            

             

            This
change order constitutes full and final resolution on cost and contract time for
the above issues. The contractor waves all right to any and all future claims
related to the issues addressed herein.

            


            
              
                

              



            
            

             

            
              	The original
      (Contract Sum) (Guaranteed maximum Price) was	 
	Net change by
      previously authorized Change orders	 
	The (Contract Sum)
      (Guaranteed maximum Price) prior to this Change order was	 
	
                      The
      (Contract Sum) (Guaranteed maximum price) will be (increased)
      (decreased)

                      (unchanged)
      by this Change Order in the amount of 

                    	 
	The
      new (Contract Sum) (Guaranteed maximum Price) including this Change order
      will be	 $                                             -               
      


            

             

            The
Contract Time will be (increased) decreased) (unchanged) by

             

            The date
of Substantial Completion as of the date of this Change Order therefore
is

             

            
              	
                      NOTE: 

                    	
                            This
      summary does not reflect changes In the Contract Sum, Contract Time or
      Guaranteed Maximum Price which have been authorized by Construction Change
      Directive.

                    


            

             

             

            
              	 	 	 	 	 
	ARCHITECT	 	CONTRACTOR	 	OWNER
	 	 	 	 	 
	Address	 	Address	 	Address
	 	 	 	 	 
	BY	 	BY	 	BY
	 	 	 	 	 
	DATE	 	DATE	 	DATE


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


             

            
               

              
                    

              

            

             

             

             

            Exhibit K - List
of Owner Furnished Equipment & Material

             

             

            
            

             

            
              	
                      Project
      Name:

                    	
                      CSU -
      Bakersfield - Parking Lot E Canopy

                       

                    
	Project
      Number   	CA-08-0041
	Project
      Location:   	9001 Stockdate
      HwBakersfield CA


            

             

             

             

             

            
              	Description  	Furnished By	Installed
By
	 	 	 
	Yingli YL175 (156)
      Solar Modules    	SunEdison	Contractor


            

             

             

             

             

             

             

             

             

             

             

            
              
                7/6/2009

              

              
                
                

                
                  

                

              

              
                
                

              

            

                                                                                                        

             

            
               

              
                    

                 

              

            

             

            WORKMANSHIP
WARRANTY

             

            This
Workmanship Warranty is offered [SELLER/CONTRACTOR], a Delaware limited
liability company ("Contractor") to [PURCHASER] ("Owner") in regard to the
photovoltaic system installed at Owner's premises at [ADDRESS], pursuant to that
certain Agreement Between Owner and Contractor dated as of [DATE] (collectively,
"Agreement").

             

            
              
                	1. 	
                        WORKMANSHIP
      WARRANTY

                         

                      
	 	1.1. 	
                        Contractor
      warrants that the System generally defined within the Agreement will be
      free from defects in workmanship for the period defined in Section 1.2 of
      this Warranty.

                         

                      
	 	1.2. 	
                        The
      term of this Warranty shall be one (1) year starting from [DATE OF
      COMMERICAL OPERATION] (the "Warranty Period").

                         

                      
	 	1.3. 	
                        Except
      as provided below, if during the Warranty Period the System becomes
      inoperable as a result of defects in workmanship to the System, then
      Contractor will have the relevant System components repaired or replaced
      as provided below:

                         

                      
	 	 	1.3.1. 	
                        The
      following are System components covered by this Warranty: photovoltaic
      modules, inverter, transformer, and racking structure.

                         

                      
	 	 	1.3.2. 	
                        Consumable
      items are not included as System components covered by this Warranty.
      Consumable items include but are not limited to fuses, batteries,
      lubricants, and filters.

                         

                      
	 	1.4.	
                         

                         

                      
	 	1.5. 	
                        Contractor's
      obligations under this warranty are dependent on Owner's compliance with
      the provisions of Section 3 of this Warranty.

                         

                      
	2.  	
                         

                         

                      
	 	2.1. 	
                        The
      Warranty is only for the benefit of the original purchaser of the System
      (i.e., Owner) or its Affiliates.

                          

                      
	 	2.2. 	
                        Contractor
      may use the services of a subcontractor in supporting this
      Warranty.

                         

                      
	 	2.3. 	
                        Owner
      shall at all times provide or arrange reasonable access for Contractor
      and/or its subcontractors to the System for purposes of supporting this
      Warranty.

                         

                      
	3. 	
                         

                         

                      
	 	3.1. 	
                        Owner
      shall be solely responsible for the operation and maintenance of the
      System in strict compliance with the System Operations and Maintenance
      Manual.

                         

                      
	 	3.2. 	
                        Contractor
      shall have no obligations under this Warranty or otherwise should Owner
      fail to operate and maintain the System in strict compliance with the
      System Operations and Maintenance Manual.

                         

                      
	 	3.3. 	Contractor's
      obligations under this Warranty shall be limited solely to defects which
      are direct and obvious defects in Contractor's
    workmanship.


              

               

               

              
                
                  Page 1 of
3

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                 

                
                      

                

              

               

               

               

              
                
                  	4. 	
                          CLAIMS UNDER WORKMANSHIP
      WARRANTY

                           

                        
	 	4.1.	
                          The
      Owner shall designate an employee to serve as the System Manager. The
      System Manager is the operator of the System and is required to perform
      the activities defined in the Operations and Maintenance
      Manual.

                           

                        
	 	4.2. 	
                          The
      System manager may request inspection of the System by making a claim
      under this Warranty. To make a claim, the System Manager
      must:

                           

                        
	 	 	4.2.1. 	
                           Identify a
      fault condition in the System.

                           

                        
	 	 	4.2.2. 	
                          Conduct
      preliminary troubleshooting in accordance with the Operations and
      Maintenance Manual.

                           

                        
	 	 	4.2.3. 	
                          Contact
      Contractor's Service Manager or his designee.

                           

                        
	 	 	4.2.4. 	
                          Perform
      reasonable troubleshooting of the System requested by the Contractor's
      Service Manager or his designee.

                           

                        
	 	 	4.2.5. 	
                          Notify
      Contractor's Service Manager in writing to the contact information
      provided below that service is required in response to a claim under this
      Warranty.

                           

                        
	 	 	 	[FULL contact
      information]


                

                 

                
                  	 	4.3 	
                          Contractor
      or Contractor's subcontractor will respond to a claim under this Warranty
      as described below:

                           

                        
	 	 	4.3.1.	
                          Contractor
      will ensure trained maintenance personnel respond within 72 hours
      following receipt of a service request as specified in 4.2.5.

                           

                        
	 	 	
                          4.3.2.  

                        	
                          Contractor
      will repair or replace any faulty System component as provided in 1.3
      above in a timely manner, but in no event later than eight (8) weeks from
      time of such request subject to material availability.

                           

                        
	 	 	4.3.3. 	
                          If
      upon inspection of the System, it is determined that (i) the System is
      operating within applicable specifications or (ii) that the cause of
      inoperability of the System is excluded or limited under this Warranty,
      Owner will be liable for any reasonable labor and material expenses
      incurred by Contractor in connection with the service call.

                           

                        
	 	4.4   	
                          When
      performing any work under this Warranty, Contractor has the right, at its
      sole discretion, to repair or replace all or part of the System using new,
      remanufactured or refurbished parts or products provided said "parts" are
      of equal or greater quality of the part being replaced; provided that,
      if any defect is due to a design flaw in any part, Contractor shall, at
      its sole option, repair or replace such part with an acceptable substitute
      therefore. Any original part that is removed and substituted with a
      replacement part will become the property of Contractor, and the
      replacement part will become property of Owner.

                           

                        


                   

                   

                  
                    
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                  	 5.  	
                           WORKMANSHIP WARRANTY EXCLUSIONS
      AND LIMITATIONS

                           

                        
	 	5.1.	
                          No
      other warranty to Owner 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 or any other service
      provided hereunder or described herein, or as to any other matter, all of
      which are expressly disclaimed by Contractor.

                           

                        
	 	5.2. 	
                          The
      Warranty provided herein does not cover damage, malfunctions or service
      failures caused by:

                           

                        
	 	 	5.2.1.	
                          Failure
      to follow the Operations and Maintenance Manual or other maintenance
      instructions provided by Contractor in all material respects;

                           

                        
	 	 	5.2.2. 	
                          Repair,
      modification, or movement of the System or components thereof by someone
      other than a service technician approved by Contractor or attachment to
      the System of equipment not supplied by Contractor;

                           

                        
	 	 	5.2.3. 	
                          Abuse,
      misuse, or negligent acts of any Person (other than Contractor, its
      subcontractors, and their respective employees, representatives and
      agents); or

                           

                        
	 	 	5.2.4. 	
                          Damage
      or deteriorated performance of the System caused by electrical surges (to
      the extent not caused by the System or any portion thereof), lightning,
      fire, flood, extreme weather creating conditions outside of the
      Specifications for such System, pest damage, accidental breakage (not
      including accidental breakage by Contractor, its subcontractors, and their
      respective employees, representatives and agents)), actions of third
      parties (other than Contractor, its subcontractors, and their respective
      employees, representatives and agents) and other events or accidents
      outside the reasonable control of Contractor, its subcontractors, and
      their respective employees, representatives and agents and not arising
      under normal operating conditions.

                           

                        
	6. 	
                          ASSIGNMENT OF
      MANUFACTURERS' WARRANTIES. Contractor hereby assigns to Owner all
      manufacturers' warranties as to the System's solar panels and
      inverter.

                           

                        
	7.	The
      Contractor shall meet or exceed all local, State or utility specific
      requirements including, but not limited to those under the California
      Solar initiative Program. These include the following per section 2.4 -
      All systems must have a minimum 10-year warranty provided in combination
      by the manufacturer and installer to protect the purchaser against
      defective workmanship, system or component breakdown, or degradation in
      electrical output of more than fifteen percent from their originally rated
      electrical output during the ten-year period. The warranty must cover the
      solar generating system only, including PV
      modules (panels) and inverters, solar collectors, tracking
      mechanisms, associated with the solar system and provide for no-cost
      repair or replacement of the system or system components, including any
      associated labor during the warranty
period.


                

              

            

             

             

             

             

            December 31,2008

             

            
              
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