exv10w30



 





Exhibit 10.30




	 	 	 
	Contract No.                     

	 	PHOTOVOLTAIC Project






MASTER FINANCIAL ASSISTANCE AGREEMENT




     THIS MASTER FINANCIAL ASSISTANCE AGREEMENT (“Agreement”) is entered into as of August 20, 2007
(“Effective Date”), by and between CONNECTICUT INNOVATIONS, INCORPORATED, a specially chartered
Connecticut corporation acting solely as the administrator of the CONNECTICUT CLEAN ENERGY FUND
(“the CCEF”), a renewable energy investment fund created by Section 44 of Public Act 98-28, “An Act
Concerning Electric Restructuring”, codified as Connecticut General Statutes (“CGS”) Section
16-245n, having a place of business at 200 Corporate Place, Rocky Hill, Connecticut 06067, and
CRYSTAL ROCK LLC/VERMONT PURE HOLDINGS, LTD (“Owner”) a Connecticut corporation having a place of
business at 1050 Buckingham Street, Watertown, CT with each referred to herein as a “Party”, and
collectively as the “Parties”.



BACKGROUND




     WHEREAS, in accordance with a comprehensive plan developed by the CCEF to foster the growth,
development and commercialization of renewable energy sources and related enterprises, and to
stimulate demand for renewable energy and deployment of renewable energy sources that serve end use
customers in the State of Connecticut, CI has determined that it is in keeping with CGS Section
16-245n for the CCEF to fund certain commercial activities that support projects involving the use
of Photovoltaics for power production;



     WHEREAS, pursuant to a Request for Proposal (“RFP”) dated December 26, 2003, as amended,
regarding the CCEF’s photovoltaic initiative program, Owner submitted a proposal for financial
assistance for the procurement and installation by Owner of certain photovoltaic power generating
Equipment to be installed at Owner’s Facility located at 1050 Buckingham Street, Watertown,
Connecticut (“Project”); and



     WHEREAS, after a careful review of Owner’s proposal, CI has agreed to provide a monetary
grant to Owner in an amount not-to-exceed $1,287,677 plus the Southwest Connecticut Premium
production incentive (“SWCT Premium” — see Section 1.1.4) for the procurement and installation of
Photovoltaic power generating equipment (“Equipment’) for the Project under the CCEF’s On-Site
Distributed Generation Program;



     NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereby
agree as follows:



1. FUNDING.




     1.1 Grant. CI shall provide a grant to Owner in the aggregate amount not-to-exceed
$1,287,677 ( “Grant”) subject to the terms and conditions of this Agreement, which will be payable
to Owner as follows:




	 	1.1.1	 	Initial Grant Payment. CI will pay Owner fifty percent (50%) of the
Grant after the delivery to Owner site of all equipment identified in Schedule A
(“Project Details”) incorporated into this Agreement by this reference. Payment will be





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	 	 	 	made
to Owner within ten (10) business days of delivery to CI of a letter substantially in
the form of Appendix I (Equipment Delivery to Site) of this Agreement attesting to
the delivery to Owner’s site of all Equipment and including appropriate documentation
of delivery of said Equipment.
	 
	 	1.1.2	 	Interim Grant Payment. CI will pay Owner forty percent (40%) of the
Grant on the date on which the Equipment has been installed, tested by Owner, and
accepted by Owner (the “Commissioning Date”), but only if all of the following
requirements shall have been met at time that CI’s pays forty (40%) of the Grant:






	 	1.1.2.1	 	The Equipment and its operation shall comply with all of the details and
specifications set forth in this Agreement;
	 
	 	1.1.2.2	 	Owner has provided CI with supporting documentation regarding the Equipment
and installation of said Equipment, including but not limited to manufacturer’s
warranties and satisfactory inspection and test reports;
	 
	 	1.1.2.3	 	CI has received an “Inspection Report” from an independent engineer selected
by CI stating that the Equipment has been installed at the Project Site in
accordance with the manufacturer’s instructions and all applicable code
requirements, has been tested, is operational and is capable of power generation
in substantially the amounts projected in Schedule A;
	 
	 	1.2.2.4	 	Owner has provided CI with all other required documentation, including copies
of all required licenses, approvals, cost reports and test reports, and
	 
	 	1.2.2.5	 	CI has received from Owner an executed letter substantially in the form of
Appendix II (Equipment Acceptance) attached to this Agreement, certifying
completion of the system commissioning and entry into operational service of the
generating Equipment, and requesting the interim funding.






	 	1.1.3	 	Final Grant Payment. Six months after the Commissioning Date, CI shall
pay to Owner the remaining ten percent (10%) of the Grant only if Owner has
demonstrated to CI’s satisfaction that the Equipment has produced during such six
months on an annualized basis at least seventy percent (70%) of the projected Annual AC
Production and if Owner has provided CI with an executed funding request substantially
in the form of Appendix III (Form of Funding Request) attached to this Agreement.
	 
	 	1.1.4	 	Southwest Connecticut Premium Payments. Coincident with the Final
Grant Payment described in Section 1.1.3, a payment of 50% of the total estimated
premium will be paid, subject to the conditions in Section 1.2 below. The estimated
premium will be the present value of the estimated annual kilowatt- hours for each year of the system’s expected life multiplied by $0.02, using a
discount rate of 10%.




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	 	 	 	A second and final payment of the SWCT Premium will be made within one month of
the documentation to CI’s satisfaction of the first 12 months of kWh production.
This final payment will be the difference between the total estimated premiums,
adjusted based on the actual first year of operation, and the initial payment.





     1.2 Conditions to Grant Payments. CI shall have no obligation to provide any portion of the
Grant to Owner unless and until all of the following conditions have been satisfied by Owner in
CI’s reasonable discretion or have been waived by CI:




	 	1.2.1	 	The Equipment under this Agreement is installed and tested by Owner’s agent
and accepted by Owner;
	 
	 	1.2.2	 	All of the representations and warranties of Owner set forth in this Agreement
are true and correct;
	 
	 	1.2.3	 	Owner is not in Default; and
	 
	 	1.2.4	 	Owner has taken proper actions with respect to the Project as CI shall have
reasonably requested, including the timely provision of any “deliverables” (see Section
2 of this Agreement) due on or before the payment.





     1.3 Waiver; CI may waive satisfaction of any condition to any payments under this Agreement,
but each waiver shall be in writing and no such waiver shall extend to any subsequent Advance.



2. DELIVERABLES




     2.1 Deliverables. Owner agrees to the following deliverables under this Agreement and
failure to provide any of the deliverables shall result in an Event of Default under this
Agreement:




	 	2.1.1	 	The Project shall be Commissioned, which means the Equipment for the Project
shall be installed, prepared for startup, operationally tested, and fully operating, on
or before one year after the Effective Date;
	 
	 	2.1.2	 	Owner shall provide a final report describing all activity undertaken by Owner
during the course of the project, summarizing lessons learned, project costs actually
paid by Owner and an evaluation of the overall success and prospects for completion of
the project.
	 
	 	2.1.3	 	Owner, or its assignee(s), shall operate the Project in the State of
Connecticut for at least eight (8) years from the Commissioning date of the Project;




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	 	2.1.4	 	For the commercial life of the Project, Owner shall make available, in real
time, limited operating data from the facility via a Fat Spaniel monitoring system, or
equivalent, acceptable to CI;
	 
	 	2.1.5	 	For the commercial life of the Project, Owner shall provide CI with reasonable
access to the site for educational purposes, project inspection; public relations or
other reasonable purposes;
	 
	 	2.1.6	 	Owner shall provide proof of any contractor and subcontractor’s insurance
policies evidencing a minimum of $1,000,000 liability insurance coverage;
	 
	 	2.1.7	 	For the commercial life of the Project, Owner shall insure the Project and
equipment at replacement cost and list CI as an additional loss payee;
	 
	 	2.1.8	 	For the commercial life of the Project, Owner shall provide prominent and
visible signage at the project site and acknowledgment in all of Owner’s promotional
materials recognizing CI’s contribution to the project in a form acceptable to CI.
	 
	 	2.1.9	 	Owner shall invite a CI or the CCEF representative to a “kickoff” meeting when
Owner begins project-specific activity.
	 
	 	2.1.10	 	If requested by CI, Owner shall conduct periodic project status meetings with meeting
minutes and action items written up and sent to CI.
	 
	 	2.1.11	 	For the commercial life of the Project, Owner shall provide annual reports to CI
regarding the economic and technical performance of the project.





     2.2 Failure to Deliver. The failure to deliver any of the deliverables in Section 2.1 of this
Agreement shall be an Event of Default and CI will be entitled to all remedies under Section 5.2 of
this Agreement.



3. REPRESENTATIONS AND WARRANTIES





	 	3.1	 	Of Owner. Owner represents and warrants to CI as follows:
	 
	 	3.1.1	 	Owner is a corporation, duly organized and validly existing under the
laws of its jurisdiction of organization and, if not organized under the laws of the
State of Connecticut, duly authorized to transact business in the State of Connecticut,
with all requisite power and authority to (i) develop the Project, install, own and
operate the Equipment; and (ii) enter into and perform this Agreement, and to incur the
obligations herein provided. The execution, delivery and performance by Owner of this
Agreement have been or will be duly authorized and approved
by all necessary governmental authorities or other third parties and do not and will
not violate Owner’s organizational documents or any applicable law or any agreement
or instrument to which Owner is a party or by which it is bound or by which any of
its properties may be affected. This Agreement is the legal, valid




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	 	 	 	and binding
obligation of Owner, enforceable against it in accordance with its terms. 3.1.2
There are no actions, suits or proceedings pending, or to its knowledge, threatened
against Owner that could reasonably be expected to affect the Project before any
court or other governmental authority or before any arbitrators.






	 	3.1.2	 	All information furnished or to be furnished by Owner pursuant to the terms
hereof will not, at the time the same is furnished, contain any untrue statement of a
material fact and will not omit to state a material fact necessary in order to make the
information so furnished, in the light of the circumstances under which such
information is furnished, not misleading.
	 
	 	3.1.3	 	Owner’s Proposal accurately reflects all material costs and expenses expected
to be incurred in connection with the Project, and accurately reflect the anticipated
time period for the implementation of each material part of the Project;
	 
	 	3.1.4	 	Owner is making reasonable efforts, to obtain all governmental approvals
necessary for the Project , and to the best of Owner’s knowledge and belief, no state
of facts exists that would make it impossible or impractical to obtain any governmental
approvals necessary for the construction, sponsorship, operation and/or maintenance of
the Project, as currently planned;
	 
	 	3.1.5	 	The Equipment for the Project meets all of the requirements set forth in the
RFP resulting in this Agreement;
	 
	 	3.1.6	 	The Equipment for the Project is of a size, design, capacity and manufacture
selected solely by Owner; and
	 
	 	3.1.7	 	Owner has selected the Equipment based on its own judgment, and expressly
disclaims reliance on any statements made by CI or its agents relating thereto.
	 
	 	3.1.8	 	Regarding certain State contracting matters:





	 	3.1.8.1	 	Neither Owner nor any Related Party has provided to any employee of CI on or
after July 1, 2005, any items of value for which full payment has not been
made.
	 
	 	3.1.8.2	 	In connection with the application for, and solicitation and award of, the
financial assistance provided pursuant to this Agreement, neither Owner nor any
Related Party committed any violation of the Connecticut Code of Ethics for
Public Officials and Lobbyists, Chapter 10 of the General
Statutes (the “Code of Ethics”) or intentionally and knowingly violated any
applicable requirement of the request for proposals or other applicable
law.
	 
	 	3.1.8.3	 	Neither Owner nor any Related Party has been found to have violated the




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	 	 	 	Code of Ethics or Section 4a-100 of the General Statutes, or has been suspended
or disqualified from bidding on contracts with the State of Connecticut or any
department, agency or quasi-public agency thereof.






	 	3.2	 	Of CI. CI represents and warrants as follows:
	 
	 	3.2.1	 	CI represents and warrants to Owner that it has all requisite power and
authority to enter into and perform this Agreement and the obligations herein provided.
The execution, delivery and performance by CI of this Agreement has been or will be
duly authorized by all necessary Federal, State and local agencies and boards and does
not and will not violate any Law (including without limitation CGS Section 16-245n) or
any agreement, instrument or evidence of indebtedness to which CI is a party or by
which it is bound or by which any of its properties may be affected. This Agreement is
the legal, valid and binding obligations of CI, enforceable against it in accordance
with its terms.
	 
	 	3.2.2	 	CI neither makes nor shall be deemed to have made any warranty or
representation, express or implied, concerning the Project or Equipment, including,
without limitation, any warranty or representation as to design, quality, capability,
title or condition or as to merchantability or fitness for any particular purpose.
Owner understands and acknowledges that CI did not select, manufacture or supply the
Equipment. Owner will look solely to the manufacturer for delivery of the Equipment.
Owner hereby waive any claim (including any claim based on strict or absolute liability
in tort) either might have against CI for any loss, damage (including incidental or
consequential damage) or expense caused by the Project or the Equipment.





4. COVENANTS.




     4.1 Covenants of Owner. Until the eighth anniversary of the Commissioning Date, Owner agrees
as follows:




	 	4.1.1	 	Status and Location. Owner shall maintain its legal existence in its
jurisdictions of organization with authority to transact business in the State of
Connecticut.
	 
	 	4.1.2	 	Commissioning Date. Owner shall diligently cause the Commissioning Date to
occur as shown in Schedule B (Project Schedule), but in any event, no later than one
year from the Effective Date, and use its best efforts to acquire, preserve and protect
all of the rights, interest and properties necessary for the Project. Owner shall
install the Equipment, or cause the Equipment to be installed, in a manner
consistent with any installation manual prepared by the manufacturer or supplier of
the Equipment. Owner shall notify CI immediately of the occurrence of any event or
contemplated action (including the threat and/or commencement of any legal
proceedings) which could have a material adverse effect on the Project (including a
material deviation from the specifications set forth in Schedule A),




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	 	 	 	together with a
recommended course of action.
	 
	 	4.1.3	 	Operation of Project. Owner shall maintain the Equipment at the Project Site
and shall use and operate the Equipment solely to meet Owner’s energy needs. Owner
shall (a) operate the Equipment in accordance with the supplier’s or manufacturer’s
instructions, consistent with warranty and insurance requirements; and (b) maintain the
Equipment in good repair, working order and condition and make all needed and proper
repairs, renewals, replacements, additions or improvements thereto and immediately
notify CI of any event causing loss or depreciation in the value of the Equipment.
Without limiting the generality of the foregoing, Owner shall use commercially
reasonable efforts to ensure that the Equipment is operated for its intended purpose
for at least eight (8) years from the Commissioning Date. Owner shall not take any
action to replace, retrofit, upgrade or otherwise materially alter the Equipment
without the prior written consent of CI, which shall not be unreasonably withheld.





     4.2 Access to and Public Notice of Information. The following obligations of Owner shall not
terminate for the life of the Project:




	 	4.2.1	 	Except as set forth in the next sentence, CI shall have the right to collect,
review, analyze, utilize and disseminate to third parties and the public all
information relating to the Project, including data directly related to the Project’s
economic, social and operational benefits, as well as Equipment performance,
installation costs and operating costs. Owner shall obtain the authorization, in any
applicable contract or otherwise, of each such Person furnishing reports with respect
to the Project to specifically allow CI to rely on such reports and work product, to
use it for other purposes and to disseminate it to third parties; provided, however,
the Person supplying such reports and work product (i) may limit its liability with
respect to the reuse thereof for purposes unrelated to the Project and (ii) may
restrict, subject to applicable law (including the Freedom of Information Act), CI’s
public disclosure of any non-public confidential and/or proprietary information or
trade secrets by conspicuous written indication of such restriction at the time of
disclosure. Without limiting the generality of the foregoing, CI shall be entitled to
access to, and the right to obtain and use copies of, all operation, maintenance and
similar data relating to the Equipment.
	 
	 	4.2.2	 	In connection with the terms and conditions of this Agreement, Owner shall
describe the Photovoltaic system and make all real-time and historical operating
information with respect to the Project available to CI, including operating hours,
power output, and any other available operating data reasonably requested by CI,
through the installation and continued operation of an energy monitoring system such
as Fat Spaniel or an equivalent system acceptable to CI. In addition, Owner shall
facilitate a hyperlink between its web site, CI’s web site and any other web sites
as CI may reasonably request.





     4.3 Compliance with Laws. Owner shall comply with all applicable laws affecting



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or applicable
to the Project. Without limiting the generality of the foregoing, Owner shall timely secure,
preserve, renew and maintain all governmental approvals and its material private rights and
licenses relating to the Project. Promptly upon the issuance thereof, Owner shall furnish to CI a
copy of all governmental approvals issued, and actions taken, by any governmental authority with
regard to, or otherwise affecting, the Project.




     4.4 Replacement of Equipment. Owner may replace items of the Equipment that Owner determines
are not working properly or operating efficiently if (i) Owner notifies CI of the proposed
replacement at least thirty (30) days in advance of such action and CI does not reasonably object
to such replacement, and (ii) such replacement occurs in accordance with applicable law.



     4.5 Payment of Obligations. Owner shall pay and discharge all lawful claims and demands
whatsoever, including trade obligations, arising in connection with, and/or relating to, the
Project; provided, however, that the payment of any obligations may be postponed so long as they
are being diligently contested in good faith and by appropriate proceedings, appropriate reserves
have been provided therefor by Owner, and no lien is placed on the Equipment in connection with
such contest. Owner shall defend the Equipment against all claims and demands of any party at any
time claiming any interest therein.



     4.6 Insurance. Owner shall maintain fire, extended coverage and other hazard insurance
policies with respect to the Equipment, in amounts not less than the replacement value of the
Equipment, and shall maintain liability insurance in form and amount reasonably satisfactory to CI.
Each policy of insurance shall (a) include a clause that it cannot lapse or be canceled or
modified except upon at least (30) days’ prior written notice to CI; and (b) be issued by a company
licensed to provide such insurance in the State of Connecticut and reasonably acceptable to CI.



     4.7 No Corrupt Practices. Owner shall not pay, offer or promise to pay, or give any money or
anything of value, directly or indirectly, to any party involved with the Project, any officer or
employee of a governmental authority, or to any political party or candidate for political office
for the corrupt purpose of inducing any such party, official, political party or candidate to
misuse its position or to influence any act or decision of a governmental authority in order to
obtain, retain or direct business to or otherwise influence a decision in favor or for the direct
or indirect benefit of Owner, in violation of any applicable law.



     4.8 Program Compliance. Owner shall comply with the reasonable requirements of the Program,
provided that they shall not be required to take any action or refrain from taking any action that
will adversely affect the operation and/or long-term viability of the Project.



     4.9 Financial Management Systems. Owner shall keep a full and complete account of all Project
costs. Owner also shall maintain complete books, records, and financial management systems for the
Project reasonably acceptable to CI until three years from the Commissioning Date. Such systems
shall provide: (a) accurate, current and complete disclosure of the financial activity relating to
the Project, (b) separate accounting for Project funds from other activities and accounts of Owner,
(c) effective control over and accountability for all



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Project funds, property and other assets, (d)
comparison of actual outlays for Project costs with budgeted amounts, and (e) accounting records
supported by source documentation. All of such systems shall be subject to audit by CI, at the
election of CI and at its expense.




     4.10 Reports. Periodic reports on the technical and economic performance of the Project shall
be provided by Owner to CI as described in this Agreement quarterly. The reports shall include
monthly electric bills for the CL&P Electric Meter, which has the Photovoltaic system installed on
it.



     4.11 Access to Project Site. Owner shall provide reasonable access to the site for
educational purposes, case study development, project inspection; public relations or other
reasonable purposes to individuals or ups designated by CI.



     4.12 Class I Renewable Energy Credits. Owner shall be entitled to all Class I Renewable
Energy Credits (“RECs”) produced by the Project, but may share ownership as indicated on Schedule
A (Project Details) and CI shall be entitled to all other environmental attributes or credits
produced or associated with the Project during the life of the Project including but not limited to
greenhouse gas credits, emissions credits, tradable carbon credits, and all other types of tradable
emission reduction commodities however named that are presently known or designated or created in
the future.



     4.13 Interconnection. At least thirty (30) days prior to the delivery of the Equipment to the
Project Site, Owner shall ensure the appropriate interconnection of the Equipment to any utility
service providers responsible for the provision of electricity, gas and telecommunications services
to the Project.



     4.14 Indemnification. Owner agrees to indemnify CI, the CCEF, and their respective officers,
directors, employees, agents and affiliates against, and defend and hold each of them harmless,
from any and all claims or liabilities related to or arising in any manner from this financing or
the Project other than claims or liabilities resulting primarily from the negligence or willful
misconduct of CI.



     4.15 Education and Outreach: Owner shall cooperate with CI’s marketing and outreach
activities as agreed to in the “Deliverables” terms and as stated below:




	 	4.15.1	 	Subject to approval as to form by CI, Owner shall acknowledge the CCEF’s financial
assistance pursuant to this Agreement in Owner’s promotional materials, signage at the
Project Site and on their web sites to the effect of “This clean
energy project was made possible by the support of the Connecticut Clean Energy
Fund.”
	 
	 	4.15.2	 	Owner shall issue press releases and seek out periodicals interested in publishing
articles mentioning the Project
	 
	 	4.15.3	 	Owner shall host a “dedication” event to be coordinated with CI to be attended by
such persons as CI may reasonably request




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	 	4.15.4	 	Owner shall arrange for public access to the Project Site at such times as CI may
reasonably request, at least annually, subject to facility availability
	 
	 	4.15.5	 	Owner shall participate annually if requested by CI in a meeting or workshop
promoting photovoltaic technology and imparting information developed from the Project.
	 
	 	4.15.6	 	CI and Owner agree to discuss collaboration, on a voluntary basis, on other projects
or programs that may be reasonably suggested by either party, and which are consistent
with the objectives of both organizations, to jointly promote employee or community
participation in other clean energy projects or outreach/ educational programs.
Examples of such projects or programs include:






	 	4.15.6.1	 	Encouraging enrollment in the CTCleanEnergyOptions program offered to all
customers of CL&P and UI
	 
	 	4.15.6.2	 	Publicizing practicable renewable energy and energy conservation
technologies and encouraging employees and others in the local
community to implement them
	 
	 	4.15.6.3	 	Directly supporting renewable energy generation through the purchase
of Renewable Energy Credits, offsetting a percentage of electricity use
	 
	 	4.15.6.4	 	Publicizing “green” activities (including this project) or programs that
may be of interest to each other’s constituencies on each other’s
websites, newsletters or other media, as appropriate.






	 	4.15.7	 	Owner shall add information to the Owner’s Website regarding the economic savings and
avoided pollutants resulting from this Project.
	 
	 	4.16	 	Advertising.
	 
	 	4.16.1	 	Neither party nor its subcontractors or agents shall use in any advertising or sales
promotion, any endorsements, direct or indirect quotes, or pictures that imply
endorsement by the other party or any of its employees without such party’s prior
approval.
	 
	 	4.16.2	 	Owner will submit to CI and CI will submit to Owner, for review, prior to
publication, all press releases relating to the Project that mention or display one
another’s name and/or marks or contain language from which a connection to said name
and/or marks may be inferred or implied. Nothing herein, however, shall be construed
as preventing either party from publicly stating the fact that it has executed this
Agreement with the other party.
	 
	 	4.16.3	 	Nothing in this Agreement shall grant, suggest, or imply any authority for one




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	 	 	 	party
to use the name, trademarks, service marks, logos, or trade names of the other party in
any advertising, press releases, publicity matters, marketing and/or promotional
materials or for any other commercial purpose without prior approval from such other
party.





     4.17 Information and Inspection. Owner shall allow CI on at least one occasion in each fiscal
year, and more frequently upon the occurrence of an Event of Default by Owner under this Agreement,
upon reasonable notice, to inspect Owner’s financial records, properties and assets comprising the
project under this Agreement.



   5. DEFAULT AND REMEDIES



     5.1 Default by Owner. The occurrence of any one or more of the following events shall
constitute an event of default by Owner (an “Event of Default”):




	 	5.1.1	 	Failure to commence construction of the Project within three months from the
date of this Agreement and failure to diligently prosecute completion of the Project;
	 
	 	5.1.2	 	Owner significantly deviates from the scope of work for the Project as set
forth in Schedule A, in the reasonable judgment of CI, and fails to correct such
deviation within thirty (30) days after written notice from CI;
	 
	 	5.1.3	 	Any warranty or representation of Owner in this Agreement is incorrect in any
material respect;
	 
	 	5.1.4	 	Owner is in default of any of its Covenants under this Agreement and such
default continues unremedied for thirty (30) days after written notice from CI; or
	 
	 	5.1.5	 	Bankruptcy, reorganization, receivership, insolvency or liquidation
proceedings, or other proceedings under similar law for the relief of debtors are
instituted by or against Owner, and, if instituted against it, are allowed against it
or are consented to by Owner or are not dismissed within sixty (60) days after
institution.
	 
	 	5.1.6	 	Owner and/or Owner fail to provide one or more of the deliverables under
Section 2.1 of this Agreement.





     5.2 Remedies upon Event of Default. Upon and after the occurrence of an Event of Default, and
Owner does not remedy the default within (90) days, CI may terminate any obligation on its part to
provide any further funding to Owner under this Agreement and may seek all other remedies available
to it at law and in equity, including, upon and after the occurrence of an Event of Default,
repayment by Owner to CI of the total grant amount received from CI plus interest from the date of
Grant disbursement.



     5.3 Security Interest.



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     5.3.1 To secure prompt and complete payment and performance of the Obligations (as defined
below), Owner hereby pledges, assigns, transfers and grants to CI, as agent and administrator of
CCEF, a continuing security interest, which shall be subordinated to all existing subordinate debt
and any existing or future bank debt In connection therewith, Owner hereby represents and warrants
that it is a corporation/limited liability company/other legal entity duly
organized/incorporated/formed, validly existing and in good standing under the laws of the State of
Connecticut, and Owner hereby agrees to take any and all actions that CI may request from time to
time by way of obtaining, executing, delivering and filing financing statements, assignments,
landlord’s or mortgage’s waivers, and other notices and amendments and renewals thereof, and Owner
will take any and all steps and observe such formalities as CI may request in order to create and
maintain a valid and enforceable lien upon, and security interest in, the Collateral. CI is
authorized to file financing statements without the signature of Owner and to execute and file such
financing statements on behalf of Owner as specified by the Uniform Commercial Code of the State of
Connecticut (the “UCC”) to perfect or maintain the security interest granted herein. So long as
any Obligations remain outstanding, Owner shall (i) not permit to incur or suffer any loss, theft,
substantial damage or destruction of any of the Collateral, and (ii) provide written notice to CI
of any change of location of the Collateral or any change in the jurisdiction of
organization/incorporation/formation of Owner within five (5) business days of the occurrence
thereof.



     5.3.2 As used in this Section 5.3, the following terms shall have the following definitions:



          5.3.2.1 “Collateral” means all equipment purchased (at any time) by Owner with proceeds of the
Grant, including without limitation the Equipment, and any and all accessions and additions
thereto, and any and all replacements and proceeds thereof (including proceeds of insurance
policies payable by reason of loss of the foregoing).




          5.3.2.2 “Obligations” means the obligations of Owner (i) to pay to CI any amounts due to CI
under this Agreement, including without limitation the repayment to CI and agent of the CCEF of a
dollar amount equal to the total amount of the Grant received by Owner plus interest upon and after
the occurrence of an Event of Default as set forth in Section 5.2 above, and/or (ii) to reimburse
CI, on demand, for all of CI’s expenses and costs, including the reasonable fees and expenses of
its legal counsel, in connection with any enforcement of this Agreement, including the security
interest granted hereunder, and including, without limitation,
any proceeding brought or threatened to enforce payment of any of the obligations referred to in
the foregoing.




          5.3.2.3 All undefined terms used in this Section 5.3 shall have the meanings for such terms
set forth in the UCC, including without limitation the definitions of “proceeds” and “accessions”.




     5.3.3 Owner hereby irrevocably constitutes and appoints CI, as agent for the CCEF, and any of
officer or CI thereof with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of Owner and in the name of Owner or
in its own name, from time to time in CI’s discretion, for the purpose of carrying out



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the terms of
this Section 5.3, to take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of this Section 5.3.
Owner also authorizes CI, at any time and from time to time, to execute, in connection with the
sale provided for in Section 5.3.4 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral. The powers conferred on CI hereunder are
solely to protect CI’s interests in the Collateral and shall not impose any duty upon CI to
exercise any such powers. CI and the CCEF shall be accountable only for amounts that they actually
receives as a result of the exercise of such powers, and neither they nor any of their officers,
directors, employees or agents shall be responsible to Owner for any act or failure to act
hereunder, except for its own gross negligence or willful misconduct.




     5.3.4 If an Event of Default shall occur, CI may exercise, in addition to all other rights and
remedies granted to CI in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured party under the
UCC.



     5.3.5 All authorizations and agencies herein contained with respect to the Collateral are
irrevocable and powers coupled with an interest.



6. RELATIONSHIP OF PARTIES; LIMITATIONS.




     6.1 No Joint Venture. This Agreement does not create a partnership or joint venture between
the Parties. Without limiting the generality of the foregoing, except for the funding contemplated
in the Agreement, CI and the CCEF shall not be liable under any circumstances for the obligations
and liabilities of Owner and/or any other obligations and liabilities arising out of, or relating
to, the activities of Owner, including without limitation, under the Project.



     6.2 Expenses. Whether or not the transactions contemplated by this Agreement are consummated,
each Party shall pay the fees and expenses of its counsel, accountants, other experts, and all
other expenses incurred by such Party in connection with the transactions contemplated under this
Agreement, including all expenses incurred by such Party incident to the negotiation, preparation
and execution of this Agreement.



7. ASSIGNMENT.




     7.1 Except as specified below, the rights and obligations of the Parties to this Agreement may
not be assigned by Owner, and such assignment shall be void, except upon the express written
consent of CI, which consent shall not unreasonably be withheld, conditioned, delayed or denied.
As a condition of its consent, any person to whom an assignment is made shall be required to
demonstrate, to the reasonable satisfaction of CI, that it is capable of fulfilling Owner’s
obligations hereunder.



     7.2 Notwithstanding Section 7.1, Owner shall have the right to assign, without the consent of
CI, its rights to any payments received under this Agreement to any bank, insurance company or
similar financial institution providing financing to Owner, provided that no such



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assignment shall
relieve Owner of responsibility or liability for the due performance of this Agreement by its
assignee. CI agrees, upon receipt of a written request from Owner, to make all payments otherwise
payable to Owner under this Agreement to such secured party until Owner or such secured party shall
have delivered to CI a written release and termination of such assignment and CI may conclusively
rely on such notifications.




8. TRANSFER OF OWNERSHIP




     8.1 Prior to Owner transferring controlling equity ownership interest of its legal ownership
structure(s) or the Project or Equipment Owner will provide CI written notice of Owner’s intent to
transfer ownership at least one-hundred and twenty days (120) prior to any such transfer. Any
person or entity to whom a transfer of ownership is made shall be required to demonstrate that it
is capable of fulfilling Owner’s obligations hereunder.



9. TERM; TERMINATION.




     9.1 Term. This Agreement shall remain in effect from the Effective Date until the date that
the Project is decommissioned.



     9.2 Termination. Either Party (the “Non-Breaching Party”) may terminate this Agreement upon
written notice to the other Party (the “Breaching Party”) given after the occurrence of any one of
the following events:




	 	9.2.1	 	Any warranty or representation by such Breaching Party proves incorrect in any
material respect, and if curable, such misrepresentation continues unremedied for
thirty (30) days after written notice from such Non-Breaching Party to the Breaching
Party; or
	 
	 	9.2.2	 	Such Breaching Party defaults in the due observance of any of the covenants or
agreements of such Breaching Party set forth in this Agreement, and if curable,
such default continues unremedied for thirty (30) days after written notice from such
Non-Breaching Party to such Breaching Party.





     9.3 Remedies. Except as expressly limited by this Agreement, upon termination of this
Agreement, the Non-Breaching Party shall have all rights and remedies available hereunder, at law
and in equity. The Non-Breaching Party shall not be required to terminate this Agreement to
enforce any rights or remedies that it may have at law or in equity.



10. STATE CONTRACTING OBLIGATIONS





	 	10.1.	 	Owner understands and agrees that because the provisions contained in Section 10 must
be provided in the Agreement as they were originally written under state contracting
requirements, for the purposes of this Section only, “Owner” shall have




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	 	 	 	the same meaning as
“Contractor.” Owner agrees to comply with all of the following state contracting
obligations during the Term of Agreement:






	 	10.1.1.	 	Executive Order No. 3: Nondiscrimination. This Contract is subject to
the provisions of Executive Order No. Three of Governor Thomas J. Meskill
promulgated June 16, 1971, and, as such, this Contract may be canceled, terminated
or suspended by the State Labor Commissioner for violation of or noncompliance with
said Executive Order No. 3 or any state or federal law concerning
nondiscrimination, notwithstanding that the Labor Commissioner is not a party to
this Contract. The parties to this Contract, as part of the consideration hereof,
agree that said Executive Order No. 3 is incorporated herein by reference and made
a part hereof. The parties agree to abide by said Executive Order and agree that
the State Labor Commissioner shall have continuing jurisdiction in respect to
Contract performance in regard to nondiscrimination, until the Contract is
completed or terminated prior to completion. The Contractor agrees, as part
consideration hereof, that this Contract is subject to the Guidelines and Rules
issued by the State Labor Commissioner to implement Executive Order No. 3 and that
the Contractor will not discriminate in employment practices or policies, will file
all reports as required, and will fully cooperate with the State of Connecticut and
the State Labor Commissioner.
	 
	 	10.1.2.	 	Executive Order No. 16: Violence in the Workplace Prevention Policy.
This Contract is subject to provisions of Executive Order No. 16 of Governor John
J. Rowland promulgated August 4, 1999, and, as such, this Contract may be
cancelled, terminated or suspended by the Contracting agency or the State for
violation of or noncompliance with said Executive Order No. 16. The parties to
this Contract, as part of the consideration hereof, agree that:






(1) Contractor shall prohibit employees from bringing into the state work site,
except as may be required as a condition of employment, any weapon/dangerous
instrument defined in Section 2 to follow;




(2) weapon means any firearm, including a BB gun, whether loaded or unloaded,
any knife (excluding a small pen or pocket knife), including a switchblade or
other knife having an automatic spring release device, a stiletto, any police
baton or nightstick or any martial arts weapon or electronic defense weapon.
Dangerous instrument means any instrument, article or substance that, under the
circumstances, is capable of causing death or serious physical injury;




(3) Contractor shall prohibit employees from attempting to use, or threaten to
use, any such weapon or dangerous instrument in the state work site and
employees shall be prohibited from causing, or threatening to cause, physical
injury or death to any individual in the state work site;



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(4) Contractor shall adopt the above prohibitions as work rules, violation of
which shall subject the employee to disciplinary action up to and including
discharge. The Contractor shall require that all employees are aware of such
work rules;




(5) Contractor agrees that any subcontract it enters into in the furtherance of
the work to be performed hereunder shall contain the provisions 1 through 4,
above.




	 	10.1.3.	 	Executive Order No. 17: Connecticut State Employment Service Listings.
This Contract is subject to provisions of Executive Order No. 17 of Governor Thomas
J. Meskill promulgated February 15, 1973, and, as such, this Contract may be
canceled, terminated or suspended by the Contracting agency or the State Labor
Commissioner for violation of or noncompliance with said Executive Order Number 17,
notwithstanding that the Labor Commissioner may not be a party to this Contract.
The parties to this Contract, as part of the consideration hereof, agree that
Executive Order No. 17 is incorporated herein by reference and made a part hereof.
The parties agree to abide by said Executive Order and agree that the Contracting
agency and the State Labor Commissioner shall have joint and several continuing
jurisdiction in respect to Contract performance in regard to listing all employment
openings with the Connecticut State Employment Service.






	 	10.2.	 	Campaign Contribution Restrictions. On February 8, 2007, Governor Rell signed
into law Public Act 07-1, An Act Concerning the State Contractor Contribution Ban and Gifts
to State and Quasi-Public Agencies. For all State contracts as defined in P.A. 07-1 having
a value in a calendar year of $50,000 or more or a combination or series of such agreements
or contracts having a value of $100,000 or more, the authorized signatory to this Agreement
expressly acknowledges receipt of the State Elections Enforcement Commission’s notice
advising state contractors of state
campaign contribution and solicitation prohibitions, and will inform its principles of
the contents of the notice. See SEEC Form 11 attached.
	 
	 	10.3.	 	Nondiscrimination and Affirmative Action Provisions in Contracts of the State and
Political Subdivisions Other Than Municipalities. Owner agrees to comply with
provisions of § 4a-60 of the Connecticut General Statutes:






(a) Every Contract to which the state or any political subdivision of the state
other that a municipality is a party shall contain the following provisions:




(1) The Contractor agrees and warrants that in the performance of the Contract such
Contractor will not discriminate or permit discrimination against any person or group
of persons on the grounds of race, color, religious creed, age, marital status,
national origin, ancestry, sex, mental retardation or physical disability, including,
but not limited to, blindness, unless it is shown by such Contractor that such
disability prevents performance of the work involved, in any manner



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prohibited by the
laws of the United States or of the state of Connecticut. The Contractor further
agrees to take affirmative action to insure that applicants with job-related
qualifications are employed and that employees are treated when employed without
regard to their race, color, religious creed, age, marital status, national origin,
ancestry, sex, mental retardation, or physical disability, including, but not limited
to, blindness, unless it is shown by such Contractor that such disability prevents
performance of the work involved;




(2) the Contractor agrees, in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, to state that is an “affirmative
action-equal opportunity employer” in accordance with regulations adopted by the
commission




(3) the Contractor agrees to provide each labor union or representative of workers
with which such Contractor has a collective bargaining agreement or other Contract or
understanding and each vendor with which such Contractor has a Contract or
understanding, a notice to be provided by the commission advising the labor union or
workers’ representative of the Contractor’s commitments under this section, and to
post copies of the notice in conspicuous places available to employees and applicants
for employment;




(4) the Contractor agrees to comply with each provision of this section and Conn.
Gen. Stat. §§ 46a-68e and 46a-68f and with each regulation or relevant order issued
by said commission pursuant to Conn. Gen. Stat. §§ 46a-56, 46a-68e and 46a-68f;




(5) the Contractor agrees to provide the commission of human rights and opportunities
with such information requested by the commission, and permit access to pertinent
books, records and accounts, concerning the employment practices and procedures of
the Contractor as relate to the provisions of this section and Conn. Gen. Stat.
§ 46a-56. If the Contract is a public works Contract, the
Contractor agrees and warrants that he will make good faith efforts to employ
minority business enterprises as subcontractors and suppliers of materials on such
public works project.




(b) For the purposes of this section, “minority business enterprise” means any
small Contractor or supplier of materials fifty-one per cent or more of capital stock,
if any, or assets of which is owned by a person or persons:




(1) who are active in the daily affairs of the enterprise;




(2) who have the power to direct the management and policies of the enterprise; and




(3) who are members of a minority, as such term is defined in subsection (a) of Conn.
Gen. Stat. § 49-60g.



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(c) For the purposes of this section, “good faith” means that degree of diligence
which a reasonable person would exercise in the performance of legal duties and
obligations. “Good faith efforts” shall include, but not be limited to, those reasonable
initial efforts necessary to comply with statutory or regulatory requirements and
additional or substituted efforts when it is determined that such initial efforts will
not be sufficient to comply with such requirements. Determinations of the Contractor’s
good faith efforts shall include but shall not be limited to the following factors: The
Contractor’s employment and subcontracting policies, patterns and practices; affirmative
action advertising; recruitment and training; technical assistance activities and such
other reasonable activities or efforts as the commission may prescribe that are designed
to ensure the participation of minority business enterprises in public works projects.




(d) The Contractor shall develop and maintain adequate documentation, in a manner
prescribed by the commission, of its good faith efforts.




(e) Contractor shall include the provisions of subsection (a) of this section in
every subcontract or purchase order entered into in order to fulfill any obligation of a
Contract with the state and such provision shall be binding on a subcontractor, vendor
or manufacturer unless exempted by regulations or orders of the commission. The
Contractor shall take such action with respect to any such subcontract or purchase order
as the commission may direct as a means of enforcing such provisions including sanctions
for noncompliance in accordance with Conn. Gen. Stat. § 46a-56; provided, if such
Contractor becomes involved in, or is threatened with, litigation with a subcontractor
or vendor as a result of such direction by the commission, the Contractor may request
the state of Connecticut to enter into such litigation or negotiation prior thereto to
protect the interests of the state and the state may so enter.



11. MISCELLANEOUS




     11.1 Waivers. Either Party by written notice to the other, may (a) extend the time for the
performance of any of the obligations or other actions of the other; (b) waive any inaccuracies in
the representations or warranties of the other contained in this Agreement; (c) waive compliance
with any of the covenants of the other contained in this Agreement; and (d) waive or modify
performance of any of the obligations of the other. Except as provided in the preceding sentence,
no action taken pursuant to this Agreement, including any investigation by or on behalf of any
Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with
any representations, warranties, covenants or agreements contained herein. The waiver by any Party
of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.



     11.2 Notices. All notices, requests, demands and other communications which are required or
may be given under this Agreement shall be in writing and shall be deemed to have been duly given
if sent by registered or certified mail, return requested, postage prepaid, or



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delivered either by
hand, overnight commercial courier service or by messenger, or sent via facsimile, computer mail or
other electronic means, addressed as follows:





	 	(a)	 	If to CI and the CCEF, to:




200 Corporate Place

Rocky Hill, Connecticut 06067

Attention: Lise Dondy, President — Connecticut Clean Energy Fund

Telephone: (860) 563-5851

Facsimile: (860) 563-4877





	 	(b)	 	If to Owner, to:




Crystal Rock/Vermont Pure Holdings

c/o John Baker, Executive Vice President

1050 Buckingham Street

Watertown, CT 06795

jbaker@crystalrock.com



Or to such other Person or address as a Party shall have specified by notice in writing to the
others. Any notice so addressed and delivered shall be deemed to be given when actually received
by the addressee.




     11.3 Entire Agreement. This Agreement, together with the Schedules and Appendices hereto,
constitute the entire agreement between the Parties with respect to the subject matter hereof and
supersedes any proposals and preliminary agreements between the Parties generated in connection
with the Project. No prior oral or written understanding shall be of any force or effect with
respect to any matter covered hereunder. This Agreement may be amended only by a written
instrument signed by the Parties.



     11.4 Binding Effect; Benefits. Owner may not directly or indirectly assign, transfer, or
otherwise convey any of their rights or obligations under this Agreement without the prior written
consent of CI. Any transfer or assignment in violation of the foregoing shall be null and void.
This Agreement shall inure to the benefit of and be binding upon the Parties and their respective
successors and permitted assigns.



     11.5 Further Assurances. Each Party will execute and deliver such documents, instruments and
agreements and take such action as the other Party may reasonably request and as may be reasonably
necessary, proper or advisable, to the extent permitted by applicable Law, to fulfill the purposes
and intent of this Agreement.



     11.6 Governing Law. This Agreement shall be governed by, construed, and enforced in
accordance with the Laws of the State of Connecticut, without regard to its principles relating to
conflicts of law. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF CONNECTICUT FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY



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HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT; AND (b) ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




     11.7 Severability. If any court or arbitrator should find any particular provision of this
Agreement void, illegal or unenforceable, then that provision shall be regarded as severable and
stricken from this Agreement, and the remainder of this Agreement shall remain in full force and
effect. If and to the extent that any Laws that govern any aspect of this Agreement shall change,
so as to make any aspect of this transaction unlawful, then the Parties shall make such
modifications to this Agreement as may be reasonably necessary for this Agreement to accommodate
any such legal or regulatory changes.



     11.8 Fair Dealing. The Parties shall deal in good faith and in a fair manner with respect to
all matters relating to this Agreement. Without limiting the generality of the foregoing, if this
Agreement requires one Party to obtain the consent or approval of the other Party, such other Party
shall not unreasonably withhold or delay such consent or approval.



     11.9 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be deemed to be one and the
same instrument. Facsimile or PDF signatures shall be deemed original signatures.



     11.10 Construction. Ambiguities or uncertainties in the wording of this Agreement will not be
construed for or against any Party, but will be construed in the manner that most accurately
reflects the Parties’ intent as of the date hereof. The Parties acknowledge that they have been
represented by counsel in connection with the review and execution of this
Agreement, and accordingly, there shall be no presumption that this Agreement or any provision
hereof be construed against the Party that drafted this Agreement.



     11.11 Certain Fees. Each of CI, Owner shall be responsible for the fees and disbursements of
its own legal counsel and other consultants retained by it in connection with the Project or the
negotiation, preparation and execution of this Agreement. Owner shall indemnify CI and the CCEF
for all reasonable legal fees and expenses incurred by it in enforcing the terms of this Agreement
if CI shall prevail thereon.



     11.12 No Recourse. It is expressly understood and agreed that CI is not acting in its
individual capacity, and no obligation of the CCEF under this Agreement shall be an obligation of
CI individually or of its directors, officers, employees or agents, and there shall be no recourse
or claim under this Agreement against CI or any such person individually in any circumstances.



     11.13 Regulatory Out. CI and the CCEF shall not be obligated to provide the Grant or any
portion of the Grant under this Agreement if there are insufficient funds for such purpose because
of any legislative or regulatory action curtailing, reducing or eliminating CI and/or the CCEF
funding.



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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective
duly authorized representatives as of the date first above written.




[This section is intentionally blank]




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	Contract No.                     

	 	PHOTOVOLTAIC Project






CONNECTICUT INNOVATIONS, INCORPORATED

(Acting solely as the Administrator of the Connecticut Clean Energy Fund)




	 	 	 	 	 	 	 
	By:

	 	/s/ George Bellas
 

George Bellas
	 	 
	 	Date: 1/20/08 
	 

	 	Vice President of Finance & Administration	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Peter Longo
 

Peter Longo
	 	 	 	Date: 1/20/08 
	 

	 	Deputy Director	 	 	 	 
	 
	 	 	 	 	 	 
	CRYSTAL ROCK LLC/VERMONT PURE HOLDINGS, LTD	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Baker
 

John Baker,
	 	 	 	Date: 1/20/08 
	 

	 	Executive Vice President	 	 	 	 






SCHEDULE A




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	Contract No.                     

	 	PHOTOVOLTAIC Project






Project Site:




	 	 	 
	 

	 	Crystal Rock Manufacturing Facility
	 

	 	1050 Buckingham Street,
	 

	 	Watertown, CT, 08795






Equipment:




Photovoltaic Module Manufacturer:

Suntech

Model: Suntech 170W Panels

Quantity: 1764




Estimated Project Costs:




	 	 	 	 	 	 	 	 	 
	Project Economics	 	Cost	 	$/kilowatt
	Generating Equipment
	 	$	1,938,750	 	 	$7,181/kWPTC
	Installation
	 	$	266,250	 	 	$   986/kWPTC
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	2,205,000	 	 	$    8,167/kW






kWPTC Capacity:      270kW




Projected Annual AC Production: 321,100 kWh at meter




Ownership of Renewable Energy Credits: Owner




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	Contract No.                     

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SCHEDULE B




Project Schedule




Per the date of signing the Financial Assistance Agreement




	 	 	 	 	 	 	 	 	 
	Task	 	Players	 	 	Date	 
	1. Award from the CCEF
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2. Project Feasibility & Planning
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	a. Preliminary layout drawing for presentation to
and discussion with Owner including site
drawings, single line drawings
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	b. Submit Interconnection Application to
electric utility
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	c. Schedule additional site visits, collect greater
on-site detail
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	d. completes “Design & Permitting Phase” including:
	 	 	 	 	 	 	 	 
	• System design and system drawings
	 	 	 	 	 	 	 	 
	• Full layout
	 	 	 	 	 	 	 	 
	• Engineering review
	 	 	 	 	 	 	 	 
	• Structural Analysis Report/Structural stamp
	 	 	 	 	 	 	 	 
	• Electrical Engineer Report/Electrical
stamp
	 	 	 	 	 	 	 	 
	• Permitting summary
	 	 	 	 	 	 	 	 
	• Estimated Project Installation Schedule
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	e. Customer Design Approval
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	f. Submit Permitting Package to Local Authorities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3. Installation Construction Documentation & Technical
Review
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	a. Permits Processed
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	b. Receive Permits
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	c. Order Equipment
	 	 	 	 	 	 	 	 






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	Task	 	Players	 	 	Date	 
	d. Notice to Proceed — Installation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4. Installation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	a. Installation Contract Executed
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	b. Preconstruction Meeting
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	c. Schedule Construction Trailer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	d. Equipment Starts Arriving on Site/
Installation Begins
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	e. Structural and Electrical Installation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	f. Final Site Refurbishing
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	g. Site Inspections (Building, Electrical,
Interconnection, etc.)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	h. Commission System
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	i. Project Complete
	 	 	 	 	 	 	 	 






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	Contract No.                     

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SCHEDULE C




Proposed Project Budget




	 	 	 
	Generating Equipment

	 	$                          (includes Fat Spaniel monitoring system)
	Eng’ng, Design, Permit

	 	                          
	Construction, Installation

	 	                          
	Overhead & Profit

	 	                          
	TOTAL

	 	$                  .00







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	Contract No.                     

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APPENDIX I




Equipment Delivery to Site




                    , 2007




Connecticut Innovations, Inc.

Connecticut Clean Energy Fund

Attention: Lise Dondy

200 Corporate Place, 3rd Floor

Rocky Hill, Connecticut 06067

Attn: Chief Operating Officer




     Re: Photovoltaic Project at INSERT ADDRESS



     Delivery Date:                     



Dear Ms. Dondy:



In accordance with the Master Financial Assistance Agreement (“Agreement”) between
                                         (“Owner”) and the Connecticut Innovations, Inc. (“CI”) dated                      ___,
2007; Owner represents and warrants to CI that the photovoltaic equipment has been delivered to
Owner’s site in good condition.



Owner certifies that it is in full compliance with all of the terms and conditions in the
Agreement.



Pursuant to the Agreement, Owner requests a Grant payment for $                    .




	 	 	 
	Please send payment to:

	 	Payee name
	 

	 	Payee accounts payable address






Very truly yours,




                                        




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 





Attachments: 1) Equipment packing slips or other documentation of delivery to site




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	Contract No.                     

	 	PHOTOVOLTAIC Project






APPENDIX II




Equipment Acceptance




                    , 2007




Connecticut Innovations, Inc.

Connecticut Clean Energy Fund

Attention: Lise Dondy

200 Corporate Place, 3rd Floor

Rocky Hill, Connecticut 06067

Attn: Chief Operating Officer




     Re: Photovoltaic Project at INSERT ADDRESS



     Commissioning Date:                     



Dear Ms. Dondy:



In accordance with the Master Financial Assistance Agreement (the “Agreement”) between
                                         (“Owner”) and the Connecticut Innovations, Inc. (“CI”) dated ___,
2007, Owner represents and warrants to CI that it has properly installed and tested the
photovoltaic equipment (“Equipment”) and as determined that the Equipment is operable.



Owner certifies that the Equipment has been installed at Owner’s site satisfactorily.



In accordance with the Agreement,                      hereby provides the following warranty to
                    :




     [insert Warranty description]


Additional manufacturers’ warranties on equipment only are as follows:




     [insert Warranty description]


Owner certifies that as of the date of this letter, it is in full compliance with all of the terms
and conditions in the Agreement.



Pursuant to the Agreement, Owner requests payment from CI in the amount of $                    .




28









 








	 	 	 
	Contract No.                     

	 	PHOTOVOLTAIC Project






	 	 	 
	Please send payment to:

	 	Payee name
	 

	 	Payee accounts payable address






Very truly yours,




                                        




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 
	Attachments:

	 	1) Cost Report
	 
	 

	 	2) Municipal Inspector’s Report
	 
	 

	 	3) Utility Inspection/Test Report and Interconnection Agreement
	 
	 

	 	4) Electrical Diagram (one-line)
	 
	 

	 	5) Certificate of Insurance






29









 





	 	 	 
	Contract No.                     

	 	PHOTOVOLTAIC Project






APPENDIX III




Form of Final Funding Request




                    , 2007




Connecticut Innovations, Inc.

Connecticut Clean Energy Fund

Attention: Lise Dondy

200 Corporate Place, 3rd Floor

Rocky Hill, Connecticut 06067




     Re: Photovoltaic Project at INSERT ADDRESS



Dear Ms. Dondy:


Pursuant to the Master Financial Assistance Agreement (“Agreement”) between                                         
(“Owner”) and the Connecticut Innovations, Inc. (“CI”) dated ___, 2007, Owner requests the
final Grant payment for $                    .



Owner certifies that the projected production for the Project for the first six-months was
                     kWh. Owner also certifies that AC production for the same period in kWh was
                     kWh, which is at least 70% of the projected production.



Owner certifies that it is in full compliance with all of the terms and conditions in the
Agreement.



Pursuant to the Agreement, Owner requests the final Grant payment of $                    .




	 	 	 
	Please send payment to:

	 	Payee name
	 

	 	Payee accounts payable address






Very truly yours,




                                        




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 





Attachments:                Six-month production report




30









 








SEEC FORM 11



NOTICE TO EXECUTIVE BRANCH STATE CONTRACTORS AND PROSPECTIVE STATE

CONTRACTORS OF CAMPAIGN CONTRIBUTION AND SOLICITATION BAN



This notice is provided under the authority of Connecticut General Statutes 9-612(g)(2), as amended
by P.A. 07 1, and is for the purpose of informing state contractors and prospective state
contractors of the following law (italicized words are defined below):



Campaign
Contribution and Solicitation Ban


No state contractor, prospective state contractor, principal of a state contractor or principal of
a prospective state contractor, with regard to a state contract or state contract solicitation with
or from a state agency in the executive branch or a quasi-public agency or a holder, or principal
of a holder of a valid prequalification certificate, shall make a contribution to, or solicit
contributions on behalf of (i) an exploratory committee or candidate committee established by a
candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney
General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee
authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii)
a party committee;



In addition, no holder or principal of a holder of a valid prequalification certificate, shall make
a contribution to, or solicit contributions on behalf of (i) an exploratory committee or candidate
committee established by a candidate for nomination or election to the office of State senator or
State representative, (ii) a political committee authorized to make contributions or expenditures
to or for the benefit of such candidates, or (iii) a party committee.



Duty to Inform


State contractors and prospective state contractors are required to inform their principals of the
above prohibitions, as applicable, and the possible penalties and other consequences of any
violation thereof.



Penalties for Violations


Contributions or solicitations of contributions made in violation of the above prohibitions may
result in the following civil and criminal penalties:



Civil penalties—$2000 or twice the amount of the prohibited contribution, whichever is greater,
against a principal or a contractor. Any state contractor or prospective state contractor which
fails to make reasonable efforts to comply with the provisions requiring notice to its principals
of these prohibitions and the possible consequences of their violations may also be subject to
civil penalties of $2000 or twice the amount of the prohibited contributions made by their
principals.



Criminal penalties—Any knowing and willful violation of the prohibition is a Class D felony, which
may subject the violator to imprisonment of not more than 5 years, or $5000 in fines, or both.



Contract Consequences


Contributions made or solicited in violation of the above prohibitions may result, in the case of a
state contractor, in the contract being voided.



Contributions made or solicited in violation of the above prohibitions, in the case of a
prospective state contractor, shall result in the contract described in the state contract
solicitation not being awarded to the prospective state contractor, unless the State Elections
Enforcement Commission determines that mitigating circumstances exist concerning such violation.



The State will not award any other state contract to anyone found in violation of the above
prohibitions for a period of one year after the election for which such contribution is made or
solicited, unless the State Elections Enforcement Commission determines that mitigating
circumstances exist concerning such violation.



Additional information and the entire text of P.A. 07-1 may be found on the website of the State
Elections

Enforcement Commission, www.ct.gov/seec. Click on the link to “State Contractor Contribution Ban.”