exhibit101.htm


    
      

    

    EXHIBIT
10.1

    
      
        
          	
                  
                    CONFIDENTIAL
      TREATMENT REQUESTED

                    --

                    CONFIDENTIAL
      PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
      FILED WITH THE SECURITIES AND EXCHANGE
  COMMISSION

                  

                


        

      

      
 

       

       

    

    TURNKEY

    


    


    ENGINEERING,
PROCUREMENT AND CONSTRUCTION

    


    


    AGREEMENT

    


    


    FOR

    


    


    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    


    


    BETWEEN

    


    


    FLORIDA
POWER & LIGHT COMPANY,

    as
FPL

    


    


    AND

    


    


    SUNPOWER
CORPORATION, SYSTEMS,

    as
Contractor

    


    Dated
as of July 3, 2008

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    TURNKEY
ENGINEERING, PROCUREMENT AND CONSTRUCTION

    AGREEMENT
FOR

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

     

    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	
                        ARTICLE
      I. GENERAL MATTERS

                      	
                            

                      	
                        1 

                      
	
                        1.1

                      	
                        Defined
      Terms

                      	 
      	
                        1

                      
	
                        1.2

                      	
                        Interpretation

                      	 
      	
                        13

                      
	
                        1.3

                      	
                        Appendices

                      	 
      	
                        14

                      
	
                        1.4

                      	
                        Order
      of Precedence

                      	 
      	
                        15

                      
	
                        1.5

                      	
                        Language

                      	 
      	
                        15

                      
	
                        ARTICLE
      II. RETENTION OF CONTRACTOR

                      	
                         

                      	
                        
                          15

                        

                      
	
                        2.1

                      	
                        Retention
      of Contractor

                      	 
      	
                        15

                      
	
                        2.2

                      	
                        Status
      of Contractor; No Partnership

                      	 
      	
                        15

                      
	
                        2.3

                      	
                        Subcontractors
      and Vendors.

                      	 
      	
                        16

                      
	
                        ARTICLE
      III. CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
CONTRACTOR

                      	
                         

                      	
                        
                          17

                        

                      
	
                        3.1

                      	
                        Scope
      of Work; Applicable Standards.

                      	 
      	
                        17

                      
	
                        3.2

                      	
                        Control
      and Method of the Work.

                      	 
      	
                        19

                      
	
                        3.3

                      	
                        Compliance
      with Law

                      	 
      	
                        19

                      
	
                        3.4

                      	
                        Certain
      Matters Pertaining to Job Site.

                      	 
      	
                        19

                      
	
                        3.5

                      	
                        FPL
      Access to Job Site

                      	 
      	
                        21

                      
	
                        3.6

                      	
                        Inspection
      and Testing of Work in Progress.

                      	 
      	
                        21

                      
	
                        3.7

                      	
                        No
      Waiver of Responsibility

                      	 
      	
                        22

                      
	
                        3.8

                      	
                        Defective
      Work

                      	 
      	
                        22

                      
	
                        3.9

                      	
                        Clean-Up.

                      	 
      	
                        22

                      
	
                        3.10

                      	
                        Obtaining,
      Maintaining and Identifying Permits

                      	 
      	
                        23

                      
	
                        3.11

                      	
                        Labor.

                      	 
      	
                        24

                      
	
                        3.12

                      	
                        Project
      Management and Contractor’s Representative.

                      	 
      	
                        25

                      
	
                        3.13

                      	
                        Temporary
      Office Quarters.

                      	 
      	
                        26

                      
	
                        3.14

                      	
                        Cooperation
      with Other Contractors/Community.

                      	 
      	
                        26

                      
	
                        3.15

                      	
                        Protection
      and Safety.

                      	 
      	
                        26

                      
	
                        3.16

                      	
                        Environmental
      Matters.

                      	 
      	
                        27

                      
	
                        3.17

                      	
                        Fire
      Prevention.

                      	 
      	
                        29

                      
	
                        3.18

                      	
                        Religious
      and Archaeological Resources

                      	 
      	
                        29

                      
	
                        3.19

                      	
                        Reports,
      Plans and Manuals.

                      	 
      	
                        29

                      
	
                        3.20

                      	
                        Drawings,
      Engineering Data and Other Materials.

                      	 
      	
                        31

                      
	
                        3.21

                      	
                        Operating
      and Maintenance Manuals

                      	 
      	
                        32

                      
	
                        3.22

                      	
                        Training
      of O&M Personnel.

                      	 
      	
                        32

                      
	
                        3.23

                      	
                        Accounting
      Information; Financial Reporting Requirements

                      	 
      	
                        33

                      
	
                        3.24

                      	
                        Contractor
      Taxes.

                      	 
      	
                        33

                      
	
                        3.25

                      	
                        Claims
      and Liens for Labor and Materials

                      	 
      	
                        34

                      
	
                        3.26

                      	
                        Spare
      Parts Availability.

                      	 
      	
                        34

                      
	
                        3.27

                      	
                        Contractor’s
      Obligation to Notify

                      	 
      	
                        35

                      
	
                        3.28

                      	
                        Construction
      Utilities

                      	 
      	
                        35

                      
	
                        3.29

                      	
                        Lines
      and Grades

                      	 
      	
                        35

                      
	
                        3.30

                      	
                        Temporary
      Structures

                      	 
      	
                        36

                      
	
                        3.31

                      	
                        Weatherproof
      Coverings

                      	 
      	
                        36

                      
	
                        3.32

                      	
                        Intellectual
      Property Rights.

                      	 
      	
                        36

                      
	
                        3.33

                      	
                        Emergencies

                      	 
      	
                        37

                      
	
                        3.34

                      	
                        [Intentionally
      Deleted]

                      	 
      	
                        37

                      
	
                        3.35

                      	
                        Wastewater,
      Potable Water

                      	 
      	
                        37

                      
	
                        3.36

                      	
                        [Intentionally
      Deleted]

                      	 
      	
                        37

                      
	
                        3.37

                      	
                        Start
      Up Process

                      	 
      	
                        37

                      
	
                        3.38

                      	
                        Accommodations
      Regarding Testing

                      	 
      	
                        37

                      


              

            

          

        

      

    

    

      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
ii of vi

          
            

          

        

        
           


        

      

    

     

     

     

    TURNKEY
ENGINEERING, PROCUREMENT AND CONSTRUCTION

    AGREEMENT
FOR

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            	
                    3.39

                  	
                    Access

                  	 
      	
                    37

                  
	
                    3.40

                  	
                    Nature
      of Obligations

                  	 
      	
                    37

                  
	
                    ARTICLE
      IV. CERTAIN OBLIGATIONS OF FPL

                  	
                     

                  	
                    37

                  
	
                    4.1

                  	
                    Permits

                  	 
      	
                    37

                  
	
                    4.2

                  	
                    Interconnection
      Facilities

                  	 
      	
                    38

                  
	
                    4.3

                  	
                    FPL
      Obligations in Scope of Work

                  	 
      	
                    38

                  
	
                    4.4

                  	
                    [Intentionally
      Deleted]

                  	 
      	
                    38

                  
	
                    4.5

                  	
                    Access
      to Property Site

                  	 
      	
                    38

                  
	
                    4.6

                  	
                    [Intentionally
      Deleted]

                  	 
      	
                    38

                  
	
                    4.7

                  	
                    Description
      of Property Site

                  	 
      	
                    38

                  
	
                    4.8

                  	
                    Notice
      of Financial Closing

                  	 
      	
                    38

                  
	
                    4.9

                  	
                    FPL
      Taxes

                  	 
      	
                    38

                  
	
                    4.10

                  	
                    FPL’s
      Cooperation

                  	 
      	
                    38

                  
	
                    4.11

                  	
                    FPL’s
      Representative

                  	 
      	
                    39

                  
	
                    4.12

                  	
                    [Intentionally
      Deleted]

                  	 
      	
                    39

                  
	
                    4.13

                  	
                    Operation
      and Maintenance

                  	 
      	
                    39

                  
	
                    ARTICLE
      V. PROJECT SCHEDULE

                  	
                  	
                    39

                  
	
                    5.1

                  	
                    Commencement
      of Work

                  	 
      	
                    39

                  
	
                    5.2

                  	
                    Notice
      to Proceed

                  	 
      	
                    39

                  
	
                    5.3

                  	
                    Project
      Schedule.

                  	 
      	
                    40

                  
	
                    5.4

                  	
                    Acceleration
      of Work

                  	 
      	
                    41

                  
	
                    5.5

                  	
                    Liquidated
      Damages

                  	 
      	
                    42

                  
	
                    ARTICLE
      VI. CHANGE ORDERS

                  	
                     

                  	
                    42

                  
	
                    6.1

                  	
                    Change
      Order at FPL’s Request.

                  	 
      	
                    42

                  
	
                    6.2

                  	
                    Change
      Orders Requested by Contractor.

                  	 
      	
                    43

                  
	
                    6.3

                  	
                    Changes
      to Contract Price; Disputes

                  	 
      	
                    44

                  
	
                    6.4

                  	
                    Information
      Requests

                  	 
      	
                    44

                  
	
                    6.5

                  	
                    Minor
      Changes

                  	 
      	
                    44

                  
	
                    ARTICLE
      VII. CONTRACT PRICE; PAYMENTS TO CONTRACTOR

                  	
                     

                  	
                    45

                  
	
                    7.1

                  	
                    Contract
      Price

                  	 
      	
                    45

                  
	
                    7.2

                  	
                    Requests
      for Payment

                  	 
      	
                    45

                  
	
                    7.3

                  	
                    General
      Provisions For Payments.

                  	 
      	
                    46

                  
	
                    7.4

                  	
                    Intentionally
      Deleted.

                  	 
      	
                    47

                  
	
                    7.5

                  	
                    Letters
      of Credit

                  	 
      	
                    47

                  
	
                    7.6

                  	
                    Liens.

                  	 
      	
                    48

                  
	
                    ARTICLE
      VIII. TITLE, RISK OF LOSS AND POSSESSION

                  	
                     

                  	
                    49

                  
	
                    8.1

                  	
                    Clear
      Title

                  	 
      	
                    49

                  
	
                    8.2

                  	
                    Risk
      of Loss

                  	 
      	
                    49

                  
	
                    ARTICLE
      IX. INSURANCE

                  	
                     

                  	
                    49

                  
	
                    9.1

                  	
                    Contractor
      Insurance Policies

                  	 
      	
                    49

                  
	
                    9.2

                  	
                    Form
      of Contractor Insurance Policies.

                  	 
      	
                    51

                  
	
                    9.3

                  	
                    Qualified
      Insurers

                  	 
      	
                    51

                  
	
                    9.4

                  	
                    Certificates
      of Insurance

                  	 
      	
                    52

                  
	
                    9.5

                  	
                    Inspection
      of Contractor Insurance Policies

                  	 
      	
                    52

                  
	
                    9.6

                  	
                    Subcontractors’
      Insurance

                  	 
      	
                    52

                  
	
                    9.7

                  	
                    Remedy
      on Failure to Insure

                  	 
      	
                    52

                  


          

        

      

    

    

      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
iii of vi

          
            

          

        

        
           


        

      

    

     

     

     

    TURNKEY
ENGINEERING, PROCUREMENT AND CONSTRUCTION

    AGREEMENT
FOR

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            	
                    9.8

                  	
                    Management
      of Insurance Policies

                  	 
      	
                    52

                  
	
                    9.9

                  	
                    FPL
      Insurance Policies

                  	 
      	
                    52

                  
	
                    9.10

                  	
                    Form
      of FPL’s Policies

                  	 
      	
                    53

                  
	
                    9.11

                  	
                    Contractor’s
      Assistance

                  	 
      	
                    54

                  
	
                    9.12

                  	
                    Responsibility
      for Safe Delivery of Materials of Contractor

                  	 
      	
                    54

                  
	
                    9.13

                  	
                    No
      Limitation on Liability

                  	 
      	
                    54

                  
	
                    9.14

                  	
                    FPL
      Controlled Insurance Program

                  	 
      	
                    54

                  
	
                    ARTICLE
      X. SYNCHRONIZATION, TESTS, MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE
      AND FINAL ACCEPTANCE

                  	
                  	
                    54

                  
	
                    10.1

                  	
                    General.

                  	 
      	
                    54

                  
	
                    10.2

                  	
                    Synchronization

                  	 
      	
                    55

                  
	
                    10.3

                  	
                    Mechanical
      Completion

                  	 
      	
                    55

                  
	
                    10.4

                  	
                    Performance
      Tests

                  	 
      	
                    56

                  
	
                    10.5

                  	
                    Performance
      Shortfalls.

                  	 
      	
                    56

                  
	
                    10.6

                  	
                    Punch
      List.

                  	 
      	
                    57

                  
	
                    10.7

                  	
                    Provisional
      Acceptance.

                  	 
      	
                    58

                  
	
                    10.8

                  	
                    Final
      Acceptance of the Plant

                  	 
      	
                    58

                  
	
                    10.9

                  	
                    Changes
      in Guaranteed Dates

                  	 
      	
                    59

                  
	
                    10.10

                  	
                    Revenues

                  	 
      	
                    59

                  
	
                    ARTICLE
      XI. CONTRACTOR GUARANTEES AND LIQUIDATED DAMAGES

                  	
                     

                  	
                    59

                  
	
                    11.1

                  	
                    Completion
      Guarantee.

                  	 
      	
                    59

                  
	
                    11.2

                  	
                    Schedule
      Liquidated Damages.

                  	 
      	
                    59

                  
	
                    11.3

                  	
                    Final
      Acceptance Performance Level; Guaranteed Performance
Level.

                  	 
      	
                    60

                  
	
                    11.4

                  	
                    ***
      .

                  	 
      	
                    60

                  
	
                    11.5

                  	
                    Payment
      of Liquidated Damages.

                  	 
      	
                    61

                  
	
                    11.6

                  	
                    Determination
      of Performance.

                  	 
      	
                    62

                  
	
                    11.7

                  	
                    Absolute
      Obligations

                  	 
      	
                    62

                  
	
                    11.8

                  	
                    ***

                  	 
      	
                    62

                  
	
                    ARTICLE
      XII. CONTRACTOR’S WARRANTIES

                  	
                     

                  	
                    62

                  
	
                    12.1

                  	
                    Warranties.

                  	 
      	
                    62

                  
	
                    12.2

                  	
                    Repair
      of Nonconforming Work.

                  	 
      	
                    65

                  
	
                    12.3

                  	
                    Proprietary
      Rights

                  	 
      	
                    66

                  
	
                    12.4

                  	
                    Repairs
      and Testing by FPL.

                  	 
      	
                    66

                  
	
                    12.5

                  	
                    Vendors
      and Subcontractors

                  	 
      	
                    67

                  
	
                    12.6

                  	
                    Assignment
      of Warranties

                  	 
      	
                    67

                  
	
                    12.7

                  	
                    Survival
      of Warranties

                  	 
      	
                    67

                  
	
                    ARTICLE
      XIII. REPRESENTATIONS

                  	
                     

                  	
                    67

                  
	
                    13.1

                  	
                    Representations
      and Warranties.

                  	 
      	
                    67

                  
	
                    13.2

                  	
                    Survival
      of Representations and Warranties

                  	 
      	
                    69

                  
	
                    ARTICLE
      XIV. FORCE MAJEURE AND FPL CAUSED DELAY

                  	
                     

                  	
                    69

                  
	
                    14.1

                  	
                    Definition
      of Force Majeure Event

                  	 
      	
                    69

                  
	
                    14.2

                  	
                    Notice
      of Force Majeure Event

                  	 
      	
                    71

                  
	
                    14.3

                  	
                    Delay
      from Force Majeure Event

                  	 
      	
                    71

                  
	
                    14.4

                  	
                    Removal
      of Force Majeure

                  	 
      	
                    72

                  
	
                    14.5

                  	
                    Notice
      of FPL Caused Delay

                  	 
      	
                    72

                  
	
                    14.6

                  	
                    Delay
      from FPL Caused Delay

                  	 
      	
                    72

                  
	
                    14.7

                  	
                    Performance
      Not Excused

                  	 
      	
                    73

                  


          

        

      

    

    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
iv of vi

          
            

          

        

        
           


        

      

    

    


     

     

    TURNKEY
ENGINEERING, PROCUREMENT AND CONSTRUCTION

    AGREEMENT
FOR

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

     

    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            	
                    ARTICLE
      XV. TERMINATION

                  	
                     

                  	
                    73

                  
	
                    15.1

                  	
                    Contractor
      Events of Default

                  	 
      	
                    73

                  
	
                    15.2

                  	
                    Termination
      by FPL Due to Contractor Default; Other Remedies.

                  	 
      	
                    75

                  
	
                    15.3

                  	
                    Termination
      by FPL for Convenience.

                  	 
      	
                    76

                  
	
                    15.4

                  	
                    Suspension
      by FPL for Convenience.

                  	 
      	
                    77

                  
	
                    15.5

                  	
                    [Intentionally
      Deleted]

                  	 
      	
                    78

                  
	
                    15.6

                  	
                    FPL
      Events of Default

                  	 
      	
                    78

                  
	
                    15.7

                  	
                    Termination
      by Contractor Due to FPL Default.

                  	 
      	
                    79

                  
	
                    15.8

                  	
                    Continuing
      Obligations and Remedies During Event of Default

                  	 
      	
                    79

                  
	
                    15.9

                  	
                    Obligations
      Upon Termination

                  	 
      	
                    79

                  
	
                    15.10

                  	
                    Termination
      and Survival of Terms

                  	 
      	
                    80

                  
	
                    ARTICLE
      XVI. INDEMNIFICATION

                  	
                     

                  	
                    80

                  
	
                    16.1

                  	
                    Contractor
      Indemnification

                  	 
      	
                    80

                  
	
                    16.2

                  	
                    FPL
      Indemnification

                  	 
      	
                    81

                  
	
                    16.3

                  	
                    Conditions
      of Indemnification

                  	 
      	
                    82

                  
	
                    16.4

                  	
                    Contributory
      Negligence

                  	 
      	
                    83

                  
	
                    16.5

                  	
                    Remedies
      Not Exclusive

                  	 
      	
                    83

                  
	
                    16.6

                  	
                    Payment

                  	 
      	
                    83

                  
	
                    16.7

                  	
                    Survival
      of Indemnification

                  	 
      	
                    83

                  
	
                    ARTICLE
      XVII. DISPUTE RESOLUTION

                  	
                     

                  	
                    83

                  
	
                    17.1

                  	
                    Friendly
      Consultation

                  	 
      	
                    83

                  
	
                    17.2

                  	
                    Litigation.

                  	 
      	
                    83

                  
	
                    17.3

                  	
                    Continuing
      Obligations and Rights

                  	 
      	
                    84

                  
	
                    17.4

                  	
                    Tolling
      Statute of Limitations

                  	 
      	
                    84

                  
	
                    17.5

                  	
                    Audit
      Rights

                  	 
      	
                    84

                  
	
                    ARTICLE
      XVIII. MISCELLANEOUS

                  	
                     

                  	
                    84

                  
	
                    18.1

                  	
                    Assignment.

                  	 
      	
                    84

                  
	
                    18.2

                  	
                    Good
      Faith Dealings; Authorship

                  	 
      	
                    85

                  
	
                    18.3

                  	
                    Confidentiality.

                  	 
      	
                    85

                  
	
                    18.4

                  	
                    Notice

                  	 
      	
                    87

                  
	
                    18.5

                  	
                    Waiver

                  	 
      	
                    88

                  
	
                    18.6

                  	
                    Severability

                  	 
      	
                    88

                  
	
                    18.7

                  	
                    Governing
      Law

                  	 
      	
                    88

                  
	
                    18.8

                  	
                    Entire
      Agreement; Amendments

                  	 
      	
                    88

                  
	
                    18.9

                  	
                    Expenses
      and Further Assurances

                  	 
      	
                    88

                  
	
                    18.10

                  	
                    No
      Third Party Beneficiary

                  	 
      	
                    89

                  
	
                    18.11

                  	
                    Offset

                  	 
      	
                    89

                  
	
                    18.12

                  	
                    Counterparts

                  	 
      	
                    89

                  
	
                    18.13

                  	
                    Limitations
      of Liability

                  	 
      	
                    89

                  
	
                    18.14

                  	
                    Time
      is of the Essence

                  	 
      	
                    90

                  
	
                    18.15

                  	
                    Records
      Retention

                  	 
      	
                    90

                  
	
                    18.16

                  	
                    Successors
      and Assigns

                  	 
      	
                    90

                  
	
                    18.17

                  	
                    Financing
      Parties’ Requirements

                  	 
      	
                    90

                  
	
                    18.18

                  	
                    Financial
      Assurances

                  	 
      	
                    90

                  
	
                    18.19

                  	
                    Waiver
      of Claims.

                  	 
      	
                    91

                  
	
                    18.20

                  	
                    Acceptance
      or Rejection in Bankruptcy.

                  	 
      	
                    91

                  
	
                    18.21

                  	
                    Contractor’s
      License

                  	 
      	
                    92

                  


          

        

      

    

    

      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
v of vi

          
            

          

        

        
           


        

      

    

     

     

     

    TURNKEY
ENGINEERING, PROCUREMENT AND CONSTRUCTION

    AGREEMENT
FOR

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

     

    TABLE OF
CONTENTS

    (continued)

    


    


    Appendices

    
      
        
          
            	
                    Appendix
      A

                  	
                    Scope
      of Work

                  
	
                    Appendix
      B

                  	
                    Project
      Controls Requirements

                  
	
                    Appendix
      C

                  	
                    Critical
      Milestones and Milestones

                  
	
                    Appendix
      D

                  	
                    Construction
      and Milestone Payment Schedule

                  
	
                    Appendix
      E

                  	
                    ***

                  
	
                    Appendix
      F

                  	
                    Form
      of Request for Payment

                  
	
                    Appendix
      G

                  	
                    Form
      of Final Acceptance Certificate

                  
	
                    Appendix
      H

                  	
                    Form
      of Contractor Certificate for Partial Waiver of Liens

                  
	
                    Appendix
      H-1

                  	
                    Form
      of Subcontractor Certificate for Partial Waiver of
Liens

                  
	
                    Appendix
      I

                  	
                    ***

                  
	
                    Appendix
      J

                  	
                    Option
      Pricing

                  
	
                    Appendix
      K

                  	
                    Module
      Warranty

                  
	
                    Appendix
      L

                  	
                    Operating
      and Maintenance Manuals

                  
	
                    Appendix
      M

                  	
                    FPL
      Permits

                  
	
                    Appendix
      N

                  	
                    Termination
      Payment Schedule

                  
	
                    Appendix
      O

                  	
                    Project
      Management Team

                  
	
                    Appendix
      P

                  	
                    Legal
      Description of Property Site

                  
	
                    Appendix
      Q

                  	
                    Intentionally
      Deleted

                  
	
                    Appendix
      R

                  	
                    Form
      of Contractor Certificate for Final Waiver of Liens

                  
	
                    Appendix
      R-I

                  	
                    Form
      of Subcontractor Certificate for Final Waiver of Liens

                  
	
                    Appendix
      S

                  	
                    Form
      of Request for Change Order

                  
	
                    Appendix
      T

                  	
                    Intentionally
      Deleted

                  
	
                    Appendix
      U

                  	
                    Form
      of Letter of Credit

                  
	
                    Appendix
      V

                  	
                    Contractor’s
      Exclusions

                  
	
                    Appendix
      W

                  	
                    Intentionally
      Deleted

                  
	
                    Appendix
      X

                  	
                    Intentionally
      Deleted

                  
	
                    Appendix
      Y

                  	
                    Form
      of Quality Assurance Programs

                  
	
                    Appendix
      Z

                  	
                    Form
      of Safety Plan

                  
	
                    Appendix
      Z-1

                  	
                    Safe
      and Secure Workplace Policy

                  
	
                    Appendix
      HH

                  	
                    Acceptance
      Testing

                  
	
                    Appendix
      II

                  	
                    ***

                  


          

        

      

    

    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
vi of vi

          
            

          

        

        
           


        

      

    

    


     

    


    TURNKEY
ENGINEERING, PROCUREMENT AND CONSTRUCTION

    AGREEMENT

    FOR

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    


    THIS TURNKEY ENGINEERING, PROCUREMENT
AND CONSTRUCTION AGREEMENT FOR SOLAR PHOTOVOLTAIC GENERATING FACILITY
(this “Agreement”), dated as of July 3, 2008, is by and between FLORIDA POWER
& LIGHT COMPANY, a Florida corporation (hereinafter called “FPL”) and
SunPower Corporation, Systems, a Delaware corporation (hereinafter called
“Contractor”).

    


    W I T N E S S E T
H:

    


    WHEREAS, FPL wishes to
construct and operate a solar photovoltaic generation facility with a minimum
nominal capacity of 25 MW (net), and all services and utilities related thereto,
all to be built on the Property Site (as hereinafter defined) located in DeSoto
County, Florida;

    


    WHEREAS, Contractor has
represented that it is experienced and qualified in providing technical
assistance, licensing, engineering, procurement, supply, construction
management, construction, commissioning, start-up and testing services, and that
it possesses the requisite expertise and resources to complete the Work (as
hereinafter defined);

    


    WHEREAS, Contractor has agreed
to provide, through itself or through Subcontractors and Vendors (as such terms
are hereinafter defined), such Work on a “turn-key” basis for the Contract Price
(as hereinafter defined); and

    


    WHEREAS, Contractor has agreed
to guarantee the timely and proper completion of the Work in strict accordance
with the terms and conditions hereinafter set forth.

    


    NOW, THEREFORE, in
consideration of the foregoing premises, the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, FPL and Contractor hereby agree as
follows:

    


    ARTICLE
I.

    GENERAL
MATTERS

     

     

    
      	
              1.1

            	
              Defined
      Terms

            


    

     

    As used
in this Agreement, including the appendices, exhibits and other attachments
hereto, each of the following terms shall have the meaning assigned to such term
as set forth below:

     

    
      	
              1.1.1

            	
              “Affiliate”
      means, in relation to any Person, any other
  Person:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Which
      directly or indirectly controls, or is controlled by, or is under common
      control with, such Person; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Which
      directly or indirectly beneficially owns or holds fifty percent (50%) or
      more of any class of voting stock or other equity interests of such
      Person; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Which
      has fifty percent (50%) or more of any class of voting stock or other
      equity interests that is directly or indirectly beneficially owned or held
      by such Person, or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Who
      either holds a general partnership interest in such Person or such Person
      holds a general partnership interest in the other
  Person.

            


    

     

    For purposes of this definition, the word “controls” means
possession, directly or indirectly of the power to direct or cause the direction
of the management or policies of a Person, whether through the ownership of
voting securities or otherwise.

     

    
      
        
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Photovoltaic EPC

           


        

        
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1 of 98

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                1.1.2

              	
                “After-Tax
      Basis” means, with respect to any indemnity payment to be received by any
      Person, the amount of such payment (the base payment) supplemented by a
      further payment (the additional payment) to that Person so that the sum of
      the base payment plus the additional payment shall, after deduction of the
      amount of all Federal, state, and local income Taxes required to be paid
      by such Person in respect of the receipt or accrual of the base payment
      and the additional payment (taking into account any reduction in such
      income Taxes resulting from Tax benefits realized by the recipient as a
      result of the payment or the event giving rise to the payment), be equal
      to the amount required to be received.  Such calculations shall
      be made on the basis of the highest generally applicable Federal, state,
      and local income tax rates applicable to the corporation for whom the
      calculation is being made for all relevant periods, and shall take into
      account the deductibility of state and local income taxes for Federal
      income tax purposes. The foregoing calculations shall be made by the
      recipient Person’s third party tax
advisors.

              


      

       

    

    
      	
              1.1.3

            	
              “Agreement”
      has the meaning set forth in the first paragraph hereof, as same may be
      amended, supplemented or modified from time to time in accordance with the
      terms hereof.

            


    

     

    
      	
              1.1.4

            	
              “Applicable
      Laws” means any act, statute, law, regulation, permit, license, ordinance,
      rule, judgment, order, decree, directive, guideline or policy (to the
      extent mandatory) or any similar form of decision or determination by, or
      any interpretation or administration of, any of the foregoing by any
      Government Authority with jurisdiction over the Plant, the Job Site, the
      performance of the Work or other services to be performed under the
      Contract Documents.

            


    

     

    
      	
              1.1.5

            	
              “Applicable
      Permits” means any and all permits, clearances, licenses, authorizations,
      consents, filings, exemptions, rulings or approvals from or required by
      any Government Authority that are necessary for the performance of the
      Work or ownership or use of the
Work.

            


    

     

    
      	
              1.1.6

            	
              “Applicable
      Standards” means those sound and prudent practices, acts, methods,
      specifications, codes and standards of design, engineering, assembly,
      erection, installation, construction, performance, safety and workmanship
      prudently and generally engaged in or observed by the majority of the
      professional engineering and construction contractors performing
      engineering and construction services for major, grid-connected solar
      electric generating facilities in the United States that, in the exercise
      of good judgment, would have been expected to accomplish the desired
      result in a manner consistent with Applicable Laws, Applicable Permits,
      reliability, safety, environmental protection, local conditions, economy
      and efficiency.  Notwithstanding the foregoing, the Work or any
      portion thereof shall meet specifications that are at least as stringent
      as those set forth in Appendix A, Scope of Work, and any other
      specifications set forth in this
Agreement.

            


    

     

    
      	
              1.1.7

            	
              “Builder’s
      Risk Policy” has the meaning set forth in Section 9.9.4, All Risk
      Installation and Builder’s Risk Insurance, of Article IX,
      INSURANCE.

            


    

     

    
      	
              1.1.8

            	
              “Business
      Day” means any day other than a Saturday, Sunday or a legal holiday in
      Florida, United States.

            


    

     

    
      	
              1.1.9

            	
              “Capability
      Verification Test” means the test further described in Appendix HH,
      Performance Testing.

            


    

     

    
      	
              1.1.10

            	
              “Change
      In Law” means the (A) enactment, adoption, promulgation, modification, or
      repeal (in each case, after the date of this Agreement but before the date
      of Provisional Acceptance) of any Applicable Law of any Government
      Authority of (i) the State of Florida (or any city, county or municipality
      therein) or (ii) the Federal Government of the United States to the extent
      such federal law, directly affects the Work performed at the Property Site
      or (B) the modification after the date of this Agreement of any FPL
      Permit, and as to both (A) and (B) that establishes requirements that
      materially and adversely affect Contractor’s costs or schedule for
      performing the Work; provided, however, a change in (x) any federal, state
      or local Tax law or any other law imposing a Tax, duty, levy, impost, fee,
      royalty, or charge for which Contractor is responsible hereunder, or (y)
      any Applicable Law affecting the cost of Contractor’s or any
      Subcontractor’s or Vendor’s Labor, including increases in worker’s
      compensation rates, shall not be a Change In Law pursuant to this
      Agreement.

            


    

     

    
      	
              1.1.11

            	
              “Change
      Order” has the meaning set forth in Section 6.1, Change Order at FPL’s
      Request, of Article VI, CHANGE
ORDERS.

            


    

     

    
      
        
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2

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                1.1.12

              	
                “Changes”
      has the meaning set forth in Section 6.1, Change Order at FPL’s Request,
      of Article VI, CHANGE ORDERS.

              


      

       

    

    
      	
              1.1.13

            	
              “Commencement
      Date” means the date Contractor anticipates it will construct improvements
      at, or deliver materials to, the Job Site that may be insured pursuant to
      a builder’s risk policy, as set forth in a written Notice delivered by
      Contractor to FPL pursuant to Section
5.1.1.

            


    

     

    
      	
              1.1.14

            	
              “Confidential
      Information” has the meaning set forth in Section 18.3, Confidentiality,
      of Article XVIII, MISCELLANEOUS.

            


    

     

    
      	
              1.1.15

            	
              “Construction
      and Milestone Payment Schedule” means the schedule of
      construction/milestone completion installment payments of the Contract
      Price attached hereto as Appendix
D.

            


    

     

    
      	
              1.1.16

            	
              “Contract
      Documents” means this Agreement and all appendices, exhibits incorporated
      into the Agreement (as set forth in Section 1.3, Appendices), as same may
      be amended, supplemented or modified from time to time in accordance with
      the terms hereof.

            


    

     

    
      	
              1.1.17

            	
              “Contract
      Price” means the total sum payable by FPL as stated in Section 7.1,
      Contract Price, for all labor, all materials, and all equipment, which sum
      shall be due in accordance with the terms of the Contract Documents as
      consideration for the timely performance of the Scope of Work to be
      performed by or through Contractor on a “turn-key” basis in order to
      complete the Project, all in strict accordance with the terms of the
      Contract Documents, which sum shall only be subject to adjustment in
      accordance with the Contract Documents, including but not limited to the
      adjustments contemplated in Appendix J, Option
  Pricing.

            


    

     

    
      	
              1.1.18

            	
              “Contractor”
      means SunPower Corporation, Systems, a Delaware corporation (as referenced
      in the opening paragraph hereof), and includes its legal successors and
      permitted assignees as may be accepted by FPL, in writing, pursuant to the
      terms of the Contract Documents.

            


    

     

    
      	
              1.1.19

            	
              “Contractor
      Deliverables” means each of the design criteria, system descriptions,
      manuals, Drawings, Final Plans, design calculations, quality assurance
      reports and all other material documents relating to the Project to be
      delivered to FPL in accordance with the requirements of the Contract
      Documents.

            


    

     

    
      	
              1.1.20

            	
              “Contractor
      Equipment” means all of the equipment, materials, apparatus, structures,
      tools, supplies and other goods provided and used by Contractor and its
      Subcontractors and Vendors for performance of the Work but which is not
      intended to be incorporated into the
Plant.

            


    

     

    
      	
              1.1.21

            	
              “Contractor
      Event of Default” has the meaning set forth in Section 15.1, Contractor
      Events of Default, of Article XV,
TERMINATION.

            


    

     

    
      	
              1.1.22

            	
              “Contractor
      Insurance Policies” has the meaning set forth in Section 9.1, Contractor
      Insurance Policies, of Article IX,
INSURANCE.

            


    

     

    
      	
              1.1.23

            	
              ***

            


    

     

    
      	
              1.1.24

            	
              ***

            


    

     

    
      	
              1.1.25

            	
              “Contractor
      Permits” means the Applicable Permits, other than FPL Permits, to be
      obtained by Contractor as described in Appendix A, Scope of Work, or
      otherwise required pursuant to the Contract
  Documents.

            


    

     

    
      	
              1.1.26

            	
              “Contractor
      Project Engineering Manager” means the person designated by Contractor as
      having the responsibility, authority and supervisory power of Contractor
      for the engineering and design of the
Plant.

            


    

     

    
      	
              1.1.27

            	
              “Contractor
      Project Manager” means the person designated by Contractor as having the
      centralized responsibility, authority and supervisory power of Contractor
      for design, procurement, construction, testing and start-up of the Plant,
      as well as all matters relating to the administration of the provisions of
      the Contract Documents.

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

     

    
      
        
          Solar
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3

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      
        	
                1.1.28

              	
                “Contractor
      Site Manager” means an employee of Contractor, working under the
      supervision of the Contractor Project Manager, located at the Property
      Site on a daily basis.

              


      

       

    

    
      	
              1.1.29

            	
              “Contractor
      Taxes” has the meaning set forth in Section 3.24, Contractor Taxes, of
      Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR.

            


    

     

    
      	
              1.1.30

            	
              “Contractor’s
      Representative” has the meaning given in Section 3.12, Project Management
      and Contractor’s Representative, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR.

            


    

     

    
      	
              1.1.31

            	
              ***

            


    

     

    
      	
              1.1.32

            	
              ***

            


    

     

    
      	
              1.1.33

            	
              “Credit
      Rating” means, on the date such rating is determined, the LC Issuing
      Bank’s latest:  (i) unsecured debt rating; (ii) corporate credit
      rating; or (iii) issuer rating.

            


    

     

    
      	
              1.1.34

            	
              “Critical
      Milestones” means the Milestones set forth in Appendix C, Critical
      Milestones and Milestones.

            


    

     

    
      	
              1.1.35

            	
              “Critical
      Parameters” has the meaning set forth in Section 3.19.7, Quality Assurance
      Program, of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR.

            


    

     

    
      	
              1.1.36

            	
              “Critical
      Path” means a determination of the Project Schedule specifically
      illustrating those unique activities and durations that must be completed
      in sequence to complete the Work, which sequence shall be determined using
      critical path method precedence networking techniques applied by
      Contractor.

            


    

     

    
      	
              1.1.37

            	
              “Damages”
      has the meaning set forth in Section 16.1, Contractor Indemnification, of
      Article XVI, INDEMNIFICATION.

            


    

     

    
      	
              1.1.38

            	
              “Day”
      or “day” means a period of twenty-four (24) consecutive hours from 12:00
      midnight (Eastern time), and shall include Saturdays, Sundays and all
      holidays except that in the event a time period set forth in the Contract
      Documents expires on a Day that is not a Business Day, such period shall
      be deemed to expire on the next Business Day
  thereafter.

            


    

     

    
      	
              1.1.39

            	
              “Defect”
      means, any designs, engineering, software, drawings, components, tools,
      Equipment, installation, construction, workmanship or Work that, in FPL’s
      reasonable judgment:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Do
      not conform to the terms or requirements of the Contract
      Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Are
      not of uniform good quality, free from defects or deficiencies in design,
      application, manufacture or workmanship, or that contain improper or
      inferior workmanship; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Would
      adversely affect the:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Performance
      of the Plant under anticipated operating
  conditions;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Continuous
      safe operation of the Plant during the Plant’s design
  life;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Structural
      integrity of the Plant;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Economic
      value of FPL’s investment in the Plant, all as determined by reference to
      Prudent Utility Practices.

            


    

     

    Anything
to the contrary notwithstanding, the Parties agree that Work shall be considered
to be defective if it does not conform to Applicable Standards.

     

    
      	
              1.1.40

            	
              “Dispute”
      has the meaning set forth in Section 17.1, Friendly Consultation, of
      Article XVII, DISPUTE RESOLUTION.

            


    

     

    
      	
              1.1.41

            	
              “Drawings”
      means all:

            


    

    


     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
        
          Solar
Photovoltaic EPC

           


        

        
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4

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      
        
          	
                  
                  

                	
                  (a) 

                	
                  Specifications,
      calculations, designs, plans, drawings, engineering and analyses, and
      other documents which determine, establish, define or otherwise describe
      the scope, quantity, and relationship of the components of the Plant,
      including the structure and foundation thereof;
  and

                


        

      

       

    

    
      	
               
      

            	
              (b)

            	
              Technical
      drawings, operating drawings, specifications, shop drawings, diagrams,
      illustrations, schedules and performance charts, calculations, samples,
      patterns, models, operation and maintenance manuals, piping and
      instrumentation diagrams, underground structure drawings, conduit and
      grounding drawings, lighting drawings, conduit and cable drawings,
      electric one-line’s, electric schematics, connection diagrams and
      technical information of a like
nature,

            


    

     

    
      	
               
      

            	
               

            	
              prepared
      or modified by Contractor or any of its Subcontractors or Vendors all of
      which are required to be delivered by Contractor, or any Subcontractor or
      Vendor, from time to time under the Contract Documents or at FPL’s request
      which illustrates any of the Equipment or any other portion of the Work,
      either in components or as
completed.

            


    

     

    
      	
              1.1.42

            	
              ***
      has the meaning set forth in Section
11.4.

            


    

     

    
      	
              1.1.43

            	
              “Environmental
      Control Program” means the environmental control program provided by FPL
      to Contractor.

            


    

     

    
      	
              1.1.44

            	
              “Environmental
      Plan” has the meaning set forth in Section 3.19.4, Health Plan, Safety
      Plan, and Environmental Plan, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR.

            


    

     

    
      	
              1.1.45

            	
              “Environmental
      Resource Plan” means the environmental resource plan prepared by FPL,
      which has been provided to Contractor prior to the date of the
      Agreement.

            


    

     

    
      	
              1.1.46

            	
              “Equipment”
      means all of the equipment, materials, apparatus, structures, tools,
      supplies, goods and other items provided by Contractor and its
      Subcontractors and Vendors that are installed or incorporated into the
      Plant or otherwise form or are intended to form part of the Work or the
      Plant (other than Contractor
Equipment).

            


    

     

    
      	
              1.1.47

            	
              “Exempt
      Equipment” has the meaning set forth in Section 3.24.2, Exempt Equipment,
      of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR.

            


    

     

    
      	
              1.1.48

            	
              “Expected
      Energy Output” has the meaning set forth in Section 2.1.2 of Appendix
      HH.

            


    

     

    
      	
              1.1.49

            	
              “Final
      Acceptance” means that all of the following have occurred as of the most
      recent applicable Tests:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Provisional
      Acceptance has been achieved;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Tests, mechanical calibrations, electrical continuity and ground fault
      tests have been successfully completed and any Defects found have been
      corrected;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Either
      the:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Final
      Acceptance Performance Level specified in Section 11.3, Final Acceptance
      Performance level; Guaranteed Performance Level, of Article XI, CONTRACTOR
      GUARANTEES AND LIQUIDATED DAMAGES, has been met or exceeded as determined
      pursuant to Section 11.6, Determination of Performance, of Article XI,
      CONTRACTOR GUARANTEES AND LIQUIDATED DAMAGES;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Plant
      has achieved at a minimum the Minimum Performance Level as determined
      pursuant to Section 11.6, Determination of Performance, of Article XI,
      CONTRACTOR GUARANTEES AND LIQUIDATED DAMAGES, and (A) the Contract Price
      has been reduced in accordance with Section 10.5 for the percentage of the
      Final Acceptance Performance Level that has not been achieved and (B)
      Contractor has performed all Remediation Work requested by FPL related to
      any Work not associated with the percentage of the Final Acceptance
      Performance Level that has been
achieved;

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
5

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (d)

              	
                The
      Plant has been constructed in accordance with the Contract Documents and
      the Drawings;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Final Plans accurately reflect the Plant as
  constructed;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      Plant is capable of being operated in a safe, normal, reliable and
      continuous manner in accordance with Applicable Laws and Applicable
      Permits (excluding for this purpose all variances or waivers of any
      Applicable Permits) and the Contract Documents at all operating conditions
      and modes specified in the Scope of
Work;

              


      

    

     

    
      	
               
      

            	
              (g)

            	
              Contractor
      shall have delivered to FPL all operation and maintenance manuals and
      Final Plans in accordance with the Scope of
  Work;

            


    

     

    
      	
               
      

            	
              (h)

            	
              No
      defective or incomplete portions of the Work
  exist;

            


    

     

    
      
        	
                
                

              	
                (i)

              	
                Either:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              All
      items on the Punch List have been completed;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Parties have reached an agreement pursuant to Section 10.6, Punch List, of
      Article X, SYNCHRONIZATION, TESTS, MECHANICAL COMPLETION, PROVISIONAL
      ACCEPTANCE AND FINAL ACCEPTANCE, and Contractor has paid all amounts due
      to FPL pursuant thereto;

            


    

     

    
      	
               
      

            	
              (j)

            	
              All
      of Contractor’s cleanup and related obligations have been
      completed;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Any
      and all Liens in respect to the Plant, the Contract Documents, the
      Equipment, the Job Site or any fixtures, personal property or Equipment
      included in the Work created by, through or under, or as a result of any
      act or omission of, Contractor or any Subcontractor, Vendor or other
      Person providing labor or materials in connection with the Work shall have
      been released or bonded in form reasonably satisfactory to
      FPL;

            


    

     

    
      	
               
      

            	
              (l)

            	
              Contractor
      has delivered to FPL a Contractor’s Lien Waiver and Release, in
      substantially the form of Appendix R, Form of Contractor Certificate for
      Final Waiver of Liens, from Contractor and Subcontractor’s Certificate for
      Final Waiver of Liens in the form of Appendix R-1, Form of Subcontractor
      Certificate for Final Waiver of Liens, from each Substantial Subcontractor
      and Substantial Vendor;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Contractor
      shall have paid all Schedule Liquidated Damages due under the Contract
      Documents, if any;

            


    

     

    
      	
               
      

            	
              (n)

            	
              All
      other outstanding obligations of Contractor hereunder that FPL has
      notified Contractor of shall have been satisfied;
  and

            


    

     

    
      	
               
      

            	
              (o)

            	
              FPL
      has approved of and signed the Final Acceptance Certificate pursuant to
      Section 10.8.

            


    

     

    
      	
              1.1.50

            	
              “Final
      Acceptance Certificate” means the certificate issued by FPL indicating
      that Final Acceptance has been achieved by
  Contractor.

            


    

     

    
      	
              1.1.51

            	
              “Final
      Acceptance Date” means the date of achievement of Final Acceptance as
      indicated in the Final Acceptance Certificate pursuant to Section 10.8,
      Final acceptance of the plant, of Article X, SYNCHRONIZATION, TESTS,
      MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE AND FINAL
      ACCEPTANCE.

            


    

     

    
      	
              1.1.52

            	
              “Final
      Acceptance Performance Level” means that, at a minimum, the Actual Energy
      Output is equal to or greater than *** percent (***%) of the Net Energy
      Output Guarantee when corrected to Guarantee Design Conditions, calculated
      as follows: ***

            


    

     

    Where
“Actual Energy Output” has the meaning given in Section 2.1.2 of Appendix
HH.

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
6

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
       

      
        	
                1.1.53

              	
                “Final
      Acceptance Performance Level Date” has the meaning set forth in Section
      11.4.1.

              


      

       

      
        	
                1.1.54

              	
                “Final
      Plans” means final Drawings and final specifications, as revised to
      reflect the changes during construction, and shall include as-built
      drawings, piping and instrumentation diagrams, underground structure
      drawings (including buried piping, all utilities, and critical hidden
      items), electric one-lines, electric schematics and connection
      diagrams.

              


      

    

     

    
      	
              1.1.55

            	
              “Financial
      Closing”  means that all of
      the following events shall have occurred (which events may occur over a
      period of time) with respect to the Plant: (i) the Financing Documents
      have been fully executed (which documents may be executed over a period of
      time) which together provide for financing for the Plant in an amount and
      on the terms acceptable to FPL; (ii) all conditions precedent to the
      initial availability of funds under the Financing Documents referred to in
      the preceding clause (i) have been fulfilled or waived and the first draw
      thereunder has been made by FPL; and (iii) FPL has received commitments
      for such equity as is required by FPL and satisfies the requirements of
      the Financing Parties.

            


    

     

    
      	
              1.1.56

            	
              “Financing
      Documents” means all the loan agreements, notes, indentures, securities,
      debt instruments, bonds, security agreements, swap agreements, letters of
      credit and other documents or agreements with a Financing Party or
      relating to a financing (including refinancing) by a Financing
      Party.

            


    

     

    
      	
              1.1.57

            	
              “Financing
      Parties” means the lenders, security holders, investors, export credit
      agencies, multilateral institutions, equity providers and others providing
      debt or equity financing or refinancing to or on behalf of FPL or any
      Affiliate of FPL or for the Project or any portion thereof, or any trustee
      or agent acting on behalf of any of the
  foregoing.

            


    

     

    
      	
              1.1.58

            	
              “Force
      Majeure Event” has the meaning set forth in Section 14.1, Definition of
      Force Majeure Event, of Article XIV, FORCE MAJEURE AND FPL CAUSED
      DELAY.

            


    

     

    
      	
              1.1.59

            	
              “FPL”
      means Florida Power & Light Company, a Florida corporation (as
      referenced in the opening paragraph hereof) and it includes its legal
      successors and those assignees as may be designated by FPL, in writing,
      pursuant to the terms of this
Agreement.

            


    

     

    
      	
              1.1.60

            	
              “FPL
      Caused Delay” means a material delay in Contractor’s performance of any
      Critical Milestone, to the extent Contractor demonstrates that such delay
      was actually and demonstrably caused by FPL’s failure to perform any
      covenant of FPL hereunder (other than by exercise of rights under this
      Agreement, including the exercise by FPL of the right to have defective or
      nonconforming Work corrected or re-executed), including, without
      limitation, FPL’s failure to timely obtain any FPL Permit, and which
      actually, demonstrably and adversely affects the Critical
      Path.  Contractor expressly acknowledges and agrees that any
      delay, to the extent caused by Contractor’s action or inaction (other than
      by exercise of rights under this Agreement), is not an FPL Caused
      Delay.

            


    

     

    
      	
              1.1.61

            	
              “FPL
      Event of Default” has the meaning set forth in Section 15.6, FPL Events of
      Default, of Article XV, TERMINATION

            


    

     

    
      	
              1.1.62

            	
              “FPL
      Interconnection Facilities” shall have the meaning ascribed thereto in
      Section 2.3 of Appendix A, Scope of
Work.

            


    

     

    
      	
              1.1.63

            	
              “FPL
      Permits” means the Applicable Permits to be obtained by FPL as set forth
      in Appendix A, Scope of Work.

            


    

     

    
      	
              1.1.64

            	
              “FPL
      Taxes” has the meaning set forth in Section 4.9, FPL Taxes, of Article IV,
      CERTAIN OBLIGATIONS OF FPL.

            


    

     

    
      	
              1.1.65

            	
              “GAAP”
      shall mean generally accepted accounting principles in the United States
      of America, consistently applied throughout the specified
      period.

            


    

     

    
      	
              1.1.66

            	
              “Government
      Authority” means any and all foreign, national, federal, state, county,
      city, municipal, local or regional (or equivalent) authorities,
      departments, bodies, commissions, corporations, branches, directorates,
      agencies, ministries, courts, tribunals, judicial authorities, legislative
      bodies, administrative bodies,

            


    

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
7

          
            

          

        

        
           


        

      

    

     

     

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    regulatory
bodies, autonomous or quasi-autonomous entities or taxing authorities or any
department, municipality or other political subdivision thereof.

     

    
      	
              1.1.67

            	
              “Grid”
      means the interconnected high voltage transmission facilities being a part
      of the FPL transmission system.

            


    

     

    
      	
              1.1.68

            	
              “Guarantee
      Design Conditions” means Standard Test Conditions as such term is defined
      in the Scope of Work and Appendix
HH.

            


    

     

    
      	
              1.1.69

            	
              “Guaranteed
      Performance Level” means the Net Energy Output Guarantee, as guaranteed by
      Contractor pursuant to Section 11.3, Final Acceptance Performance Level;
      Guaranteed Performance Level, of Article XI, CONTRACTOR GUARANTEES AND
      LIQUIDATED DAMAGES.

            


    

     

    
      	
              1.1.70

            	
              “Guaranteed
      Performance Test” means the test performed by Contractor in order to
      determine the Net Energy Output of the Plant, as more particularly
      described in Section 2.0 of Appendix HH, Acceptance
    Testing.

            


    

     

    
      	
              1.1.71

            	
              “Guaranteed
      Provisional Acceptance Date” means ***, the date which Contractor
      guarantees that the Project shall achieve Provisional Acceptance, as such
      date may be extended in accordance with the terms
  hereof.

            


    

     

    
      	
              1.1.72

            	
              “Hazardous
      Material” means any hazardous or toxic chemicals, hazardous materials,
      hazardous waste, hazardous constituents, hazardous or toxic or radioactive
      substances or petroleum products (including crude oil or any fraction
      thereof) defined or regulated as such under any Applicable
      Laws.

            


    

     

    
      	
              1.1.73

            	
              “Health
      Plan” has the meaning set forth in Section 3.19.4, Health Plan, Safety
      Plan, and Environmental Plan, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR.

            


    

     

    
      	
              1.1.74

            	
              “Indemnified
      Person” has the meaning set forth in Section 16.3, Conditions of
      indemnification, of Article XVI,
  INDEMNIFICATION.

            


    

     

    
      	
              1.1.75

            	
              “Indemnifying
      Party” has the meaning set forth in Section 16.3, Conditions of
      indemnification, of Article XVI,
  INDEMNIFICATION.

            


    

     

    
      	
              1.1.76

            	
              “Independent
      Engineer” means the Person appointed by the Financing Parties and approved
      by FPL to ensure that the Work is completed in accordance with the
      Contract Documents.

            


    

     

    
      	
              1.1.77

            	
              “Initial
      LC Amount Expiration Date” has the meaning set forth in Section
      7.5.1.

            


    

     

    
      	
              1.1.78

            	
              “Initial
      Site Mobilization” means the first instance when any of Contractor or its
      Subcontractors’ or Vendors’ Labor or other representatives is present on
      the Property Site after the date of this
  Agreement.

            


    

     

    
      	
              1.1.79

            	
              “Intangible
      Asset” means any asset that is treated as an intangible asset according to
      GAAP, including:

            


    

     

    
      	
               
      

            	
              (a)

            	
              goodwill,
      including any amounts (however designated on the balance sheet)
      representing the cost of acquisitions of subsidiaries in excess of
      underlying tangible assets;

            


    

     

    
      	
               
      

            	
              (b)

            	
              patents,
      trademarks and copyrights;

            


    

     

    
      
        	
              	
                (c)

              	
                leasehold
      improvements not recoverable at the expiration of a lease;
    and

              


      

    

     

    
      	
               
      

            	
              (d)

            	
              deferred
      charges (including, but not limited to, unamortized debt discount and
      expense, organization expenses and experimental and development expenses,
      but excluding prepaid expenses).

            


    

     

    
      	
              1.1.80

            	
              “Intellectual
      Property Rights” has the meaning set forth in Section 3.32, Intellectual
      Property Rights, of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES
      OF CONTRACTOR.

            


    

     

    
      	
              1.1.81

            	
              “Job
      Site” means the Property Site (other than the area designated as Protected
      Areas, if any, and not constituting a part of the Job Site on the survey
      provided by FPL pursuant to Section 4.7, Description of Property Site, of
      Article IV, CERTAIN OBLIGATIONS OF FPL) and any other areas where
      Contractor

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
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8

          
            

          

        

        
           


        

      

    

    


     

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    may
temporarily obtain care, custody and control, use, easement or license for
purposes directly, indirectly or incidentally related to performance of, or as
an accommodation to, the Work.

     

    
      	
              1.1.82

            	
              “Labor”
      means the workforce of the relevant Person, including its staff and
      employee and non-employee and skilled and unskilled
    workers.

            


    

     

    
      	
              1.1.83

            	
              “Latest
      Limited Notice to Proceed Date” has the meaning set forth in Section
      5.2.2.

            


    

     

    
      	
              1.1.84

            	
              “Latest
      Notice to Proceed Date” has the meaning set forth in Section
      5.2.4.

            


    

     

    
      	
              1.1.85

            	
              “LC
      Issuing Bank” means the domestic financial institution, acceptable to FPL
      and the Financing Parties and satisfying the requirements set forth in
      Section 7.5.3, LC Issuing Bank, of Article VII, CONTRACT PRICE; PAYMENTS
      TO CONTRACTOR, which institution will issue the Letter of Credit on behalf
      of Contractor in connection with the Project, as more particularly
      described in Section 7.5, Letters of Credit, of Article VII, CONTRACT
      PRICE; PAYMENTS TO CONTRACTOR.

            


    

     

    
      	
              1.1.86

            	
              “Letter
      of Credit” has the meaning set forth in Section 7.5, Letters of Credit, of
      Article VII, CONTRACT PRICE; PAYMENTS TO
  CONTRACTOR.

            


    

     

    
      	
              1.1.87

            	
              “Lien”
      means any lien, security interest, mortgage, hypothecation, encumbrance or
      other restriction on title or property
interest.

            


    

     

    
      	
              1.1.88

            	
              “Lift
      Stay Order” has the meaning set forth in Section 18.20, Acceptance or
      Rejection in Bankruptcy, of Article XVIII,
  MISCELLANEOUS.

            


    

     

    
      	
              1.1.89

            	
              “Limited
      Notice to Proceed” means each notice given by FPL to Contractor directing
      Contractor to commence a limited portion of the
  Work.

            


    

     

    
      	
              1.1.90

            	
              “Major
      Equipment” means any item or component, or set of items of components, of
      the Project with a value in excess of $***, the proper or efficient
      function of which materially affects the Plant’s output or
      reliability.

            


    

     

    
      	
              1.1.91

            	
              “Major
      Manufacturers” means the manufacturers of the Major
    Equipment.

            


    

     

    
      	
              1.1.92

            	
              “Mechanical
      Completion” means that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Equipment for the Project has been installed, including with the required
      connections and controls to produce electrical
  power;

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      Equipment related to the solar tracking system, if any, has been installed
      and checked for alignment, lubrication and
  rotation;

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      remaining electrical systems have been checked out and are ready for
      operation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      electrical continuity and ground fault tests and all mechanical tests and
      calibrations have been completed;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              All
      instrumentation is operational and has been calibrated in accordance with
      manufacturers’ standards and guidelines and, where possible, loop
      checked.

            


    

     

    
      	
              1.1.93

            	
              “Milestones”
      means the activities, events and targets, or combination thereof, set
      forth in Appendix C, Critical Milestones and Milestones, attached
      hereto.

            


    

     

    
      	
              1.1.94

            	
              “Minimum
      Performance Level” means that, at a minimum and as determined in Section
      11.6, Determination of Performance, of Article XI, CONTRACTOR GUARANTEES
      AND LIQUIDATED DAMAGES, the Net Energy Output is equal to or greater than
      *** percent (***%) of the Net Energy Output Guarantee when corrected to
      Guarantee Design Conditions.

            


    

     

    
      	
              1.1.95

            	
              “Module
      Warranty Period” has the meaning set forth in Section
      12.1.4(c).

            


    

     

    
      	
              1.1.96

            	
              “Moody’s”
      means Moody’s Investor Services,
Inc.

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
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9

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              1.1.97

            	
              “Net
      Energy Output” means electrical energy of the Plant, in kWh, measured at
      the revenue quality meters at the FPL Interconnection
      Facilities.

            


    

     

    
      	
              1.1.98

            	
              “Net
      Energy Output Guarantee” has the meaning set forth in Section 11.3,
      Guaranteed Performance Level, of Article XI, CONTRACTOR GUARANTEES AND
      LIQUIDATED DAMAGES.

            


    

     

    
      	
              1.1.99

            	
              “Noise
      Guarantee” means that the Project will function at a noise level that is
      equal to or less than the lower of the noise limitations set forth in
      Appendix A, Scope of Work, or the noise limitations contained in the
      Applicable Permits and Applicable Laws (as demonstrated by the Noise Test
      and excluding for purposes of determining compliance with the Applicable
      Permits and Applicable Laws all variances and waivers that may be
      applicable thereto).

            


    

     

    
      	
              1.1.100

            	
              “Noise
      Test” means the tests more particularly described in Appendix A, Scope of
      Work, which shall be performed simultaneously with the testing of the
      Minimum Performance Level and the Guaranteed Performance Level in order to
      evidence satisfaction of the Noise Guarantee for the
  Plant.

            


    

     

    
      	
              1.1.101

            	
              “Notice
      to Proceed” means the written notice given from FPL to Contractor
      directing Contractor to commence performance of the entire
      Work.

            


    

     

    
      	
              1.1.102

            	
              “Notice
      to Proceed Date” has the meaning set forth in Section
    5.2.4.

            


    

     

    
      	
              1.1.103

            	
              “O&M
      Contractor” means the Person selected by FPL for the operation and
      maintenance of the Plant.

            


    

     

    
      	
              1.1.104

            	
              “O&M
      Personnel” has the meaning set forth in Section 3.22, Training of O&M
      Personnel, of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR

            


    

     

    
      	
              1.1.105

            	
              “Operating
      Guidelines” means the guidelines or requirements specified in the Utility
      interconnection agreement applicable to the
  Project.

            


    

     

    
      	
              1.1.106

            	
              “Operating
      Mode Test” means the test further described in Appendix A, Scope of
      Work.

            


    

     

    
      	
              1.1.107

            	
              “Parties”
      means collectively, FPL and
Contractor.

            


    

     

    
      	
              1.1.108

            	
              “Party”
      means individually, FPL or
Contractor.

            


    

     

    
      	
              1.1.109

            	
              “Payment
      Output Percentage” means the percentage determined in accordance with the
      following formula:

            


    

    


    ***

    
      
         

        
          
            
              	
                       Where:

                    	 	 	 
	 	 Output
      Percentage  = 	 	
                      
                        the
      percentage of the Guaranteed Performance Level achieved
      up to ***% (for purposes of Section 10.5.1) and ***% (for purposes of
      Section
11.4.3).

                      

                    


            

          

        

         

      

    

    
      	
              1.1.110

            	
              “Person”
      means an individual, partnership, corporation, limited liability company,
      company, business trust, joint stock company, trust, unincorporated
      association, joint venture, Government Authority or other entity of
      whatever nature.

            


    

     

    
      	
              1.1.111

            	
              “Plant”
      means the nominal 25 MW (net) solar photovoltaic, electrical generating
      facility, to be located on the Property Site, including the solar
      photovoltaic panels, the solar tracking system, if any, and all
      structures, facilities, appliances, lines, conductors, instruments,
      apparatus, components, roads and other equipment comprising and
      integrating the entire facility as more particularly described in Appendix
      A, SCOPE OF WORK.

            


    

     

    
      	
              1.1.112

            	
              “Plant
      Warranty Period” has the meaning set forth in Section
      12.1.4(b).

            


    

     

    
      	
              1.1.113

            	
              “Pre-Existing
      Hazardous Material” means Hazardous Material that existed on or in the
      Property Site prior to Initial Site Mobilization by
      Contractor.

            


    

    


     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
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10

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              1.1.114

            	
              “Procedures
      Manual” has the meaning set forth in Section 3.19.3, Procedures Manual, of
      Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR.

            


    

     

    
      	
              1.1.115

            	
              “Project”
      means the Plant and all equipment, services and utilities related thereto
      which must be designed, constructed, assembled, erected, commissioned,
      started, tested and otherwise completed by, or through, Contractor as part
      of the Scope of Work and in strict accordance with the provisions of the
      Contract Documents.

            


    

     

    
      	
              1.1.116

            	
              “Project
      Loss Manual” means the project loss manual prepared by FPL which has been
      provided to Contractor prior to the date of this
  Agreement.

            


    

     

    
      	
              1.1.117

            	
              “Project
      Schedule” means the schedule for completion of the Work attached hereto as
      Appendix B, Project Schedule.

            


    

     

    
      	
              1.1.118

            	
              “Property
      Site” means that certain piece of property located in DeSoto County,
      Florida, as more particularly described in Appendix P, Legal Description
      of Property Site.

            


    

     

    
      	
              1.1.119

            	
              “Protected
      Areas” has the meaning set forth in Section 3.16.4, Protected Areas, of
      Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR.

            


    

     

    
      	
              1.1.120

            	
              “Provisional
      Acceptance” means that all of the following have occurred for the
      Project:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Mechanical
      Completion has been achieved;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Plant has been synchronized with the Grid in accordance with the Scope of
      Work and the Utility’s interconnection
  requirements;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Plant is capable of being operated safely, normally, reliably and
      continuously in accordance with the requirements of all Applicable Laws,
      Applicable Permits and the Contract Documents at all operating conditions
      and modes specified in the Scope of
Work;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Project has achieved at a minimum the Minimum Performance Level as
      determined pursuant to Section 11.6, Determination of Performance, of
      Article XI, CONTRACTOR GUARANTEES AND LIQUIDATED
  DAMAGES;

            


    

     

    
      
        	
              	
                (e)

              	
                The
      Project has achieved the Noise Guarantee simultaneously with the Minimum
      Performance Level;

              


      

    

     

    
      	
               
      

            	
              (f)

            	
              The
      Operating Mode Tests and the Capability Verification Tests have been
      successfully completed and all criteria for passing such tests have
      achieved;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Contractor
      has provided FPL with copies of all Contractor
  Permits;

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      training of O&M Personnel has been
  completed;

            


    

     

    
      	
               
      

            	
              (i)

            	
              All
      spare parts required under the Contract Documents have been delivered by
      Contractor to the Property Site in accordance with Section 3.26, Spare
      Parts Availability, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR;

            


    

     

    
      	
               
      

            	
              (j)

            	
              All
      Work has been completed in accordance with the requirements of the
      Contract Documents (other than items on the Punch List);
    and

            


    

     

    
      	
               
      

            	
              (k)

            	
              Contractor
      shall have paid all Schedule Liquidated Damages due under the Contract
      Documents, if any.

            


    

    


    For the
avoidance of doubt, it is expressly acknowledged and agreed that the
commencement or completion of any stormwater system to be built in connection
with the Project shall not be a condition to achieving Provisional
Acceptance.

     

    
      	
              1.1.121

            	
              “Provisional
      Acceptance Date” means the actual date of achieving Provisional Acceptance
      as determined pursuant to Section 10.7, Provisional Acceptance, of Article
      X, SYNCHRONIZATION, TESTS, MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE
      AND FINAL ACCEPTANCE.

            


    

     

    
      
        
          Solar
Photovoltaic EPC

           


        

        
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11

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                1.1.122

              	
                “Prudent
      Utility Practices” means those sound and prudent practices, acts, methods,
      specifications, codes and standards generally followed by the United
      States electric utility industry with respect to design, construction,
      operation, and maintenance of first class, major electric generating,
      transmission, and distribution facilities (including but not limited to,
      the engineering, operating and safety practices generally followed by the
      electric utility industry) that, in the exercise of good judgment, would
      have been expected to accomplish the desired result in a manner consistent
      with Applicable Laws, Applicable Permits, reliability, safety,
      environmental protection, local conditions, economy and
      efficiency.

              


      

       

    

    
      	
              1.1.123

            	
              “Punch
      List” has the meaning set forth in Section 10.6, Punch List, of Article X,
      SYNCHRONIZATION, TESTS, MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE AND
      FINAL ACCEPTANCE.

            


    

     

    
      	
              1.1.124

            	
              “Qualified
      Insurer” has the meaning set forth in Section 9.3, Qualified Insurers, of
      Article IX, INSURANCE.

            


    

     

    
      	
              1.1.125

            	
              “Quality
      Assurance Program” has the meaning set forth in Section 3.19.7, Quality
      Assurance Program, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR.

            


    

     

    
      	
              1.1.126

            	
              “Quality
      Control Manual” has the meaning set forth in Section 3.19.7, Quality
      Assurance Program, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR.

            


    

     

    
      	
              1.1.127

            	
              “Remediation
      Work” means work required by FPL to remove all Work and Contractor
      Equipment from the Property Site and restore the Property Site to the
      condition of the Property Site immediately prior to Initial Site
      Mobilization.

            


    

     

    
      	
              1.1.128

            	
              “Remedial
      Plan” means a plan of corrective action, submitted by Contractor pursuant
      to Section 10.5, Performance Shortfalls, of Article X, SYNCHRONIZATION,
      TESTS, MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE AND FINAL ACCEPTANCE,
      that specifies in reasonable detail the actions Contractor proposes to
      undertake to cause the Project to satisfy the Final Acceptance Performance
      Level, and the period of time in which Contractor proposes to complete the
      corrective action; provided that such corrective action is reasonably
      likely to cause the Project to satisfy the Final Acceptance Performance
      Level as determined by root cause analysis of the deficiencies identified
      by previous testing.

            


    

     

    
      	
              1.1.129

            	
              “Request
      for Payment” means the written requests from Contractor to FPL for payment
      hereunder, which requests shall be in substantially the form of Appendix
      F, Form of Request for Payment.

            


    

     

    
      	
              1.1.130

            	
              “S&P”
      means Standard and Poor’s Ratings Group (a division of McGraw Hill
      Companies).

            


    

     

    
      	
              1.1.131

            	
              “Safe
      and Secure Workplace Policy” means the safe and secure workplace policy of
      FPL which is attached hereto as Appendix Z-1, Safe and Secure Workplace
      Policy, as same may be amended or modified by FPL from time to
      time.

            


    

     

    
      	
              1.1.132

            	
              “Safety
      Plan” has the meaning set forth in Section 3.19.4, Health Plan, Safety
      Plan and Environmental Plan, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR.

            


    

     

    
      	
              1.1.133

            	
              “Schedule
      Liquidated Damages” has the meaning set forth in Section 11.2, Schedule
      Liquidated Damages, of Article XI, CONTRACTOR GUARANTEES AND LIQUIDATED
      DAMAGES.

            


    

     

    
      	
              1.1.134

            	
              “Scheduled
      Synchronization Date(s)” means the date identified by Contractor in a
      notice received by FPL at least one hundred forty (140) days prior to such
      date as being the date on which Contractor will first attempt to cause the
      generating equipment of the Project to be electrically synchronized and
      connected to the Grid.

            


    

     

    
      	
              1.1.135

            	
              “Scope
      of Work” means the services and work to be provided, or caused to be
      provided, by or through Contractor under the Contract Documents for the
      Contract Price, as more particularly described in Appendix A, Scope of
      Work, as the same may be amended from time to time in accordance with the
      terms hereof, and which Scope of Work includes, without limitation, all
      licenses, Contractor Permits, technical assistance, engineering, assembly,
      construction management, construction, services, labor,
      materials,

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    equipment,
Contractor Equipment, operations and management that are indicated on, inferable
from, or incidental to, the Contract Documents or the Drawings prepared in
connection with the Contract Documents or that are likely to be required in
accordance with Applicable Law, or that are properly and customarily included
within the general scope and magnitude of the work incorporated into similar
projects having similar output and performance requirements, all in order to
produce a Project that complies with the requirements of the Contract
Documents.

     

    
      	
              1.1.136

            	
              “Subcontractor”
      means any contractor, constructor or material man who performs any portion
      of the Scope of Work other than
Contractor.

            


    

     

    
      	
              1.1.137

            	
              “Substantial
      Subcontractor” means a Subcontractor whose contract or contracts (in the
      aggregate) with Contractor require payments by Contractor totaling at
      least *** Dollars ($***).

            


    

     

    
      	
              1.1.138

            	
              “Substantial
      Vendor” means a Vendor whose contract or purchase orders (in the
      aggregate) with Contractor require payments by Contractor of at least ***
      Dollars ($***).

            


    

     

    
      	
              1.1.139

            	
              “Switchyard
      Facilities” means the area adjacent to the Plant designated by FPL for the 23 kV voltage equipment
      and apparatus used for connecting the Plant to the FPL Interconnection
      Facilities, all as more particularly described in Appendix A, Scope of
      Work.

            


    

     

    
      	
              1.1.140

            	
              “Tangible
      Net Worth” with respect to any Person means such Person’s total
      stockholder’s equity minus its Intangible Assets, each as would be
      reflected on a balance sheet prepared in accordance with
    GAAP.

            


    

     

    
      	
              1.1.141

            	
              “Tax”
      or “Taxes” means all fees, taxes, including sales taxes, use taxes, stamp
      taxes, value-added taxes, ad valorem taxes and property taxes (personal
      and real, tangible and intangible), customs, duties, tariffs, levies,
      assessments, withholdings and other charges and impositions of any nature,
      plus all related interest, penalties, fines and additions to tax, now or
      hereafter imposed by any Applicable Law or Government Authority (including
      penalties or other amounts payable pursuant to subtitle B of Title I of
      ERISA).

            


    

     

    
      	
              1.1.142

            	
              “Termination
      Payment” has the meaning set forth in Section 15.3.2, Termination Payment,
      of Article XV, TERMINATION.

            


    

     

    
      	
              1.1.143

            	
              “Termination
      Payment Schedule” means Appendix N
hereto.

            


    

     

    
      	
              1.1.144

            	
              “Test
      Notice” has the meaning set forth in Section 10.1.2, Test Notice, of
      Article X, SYNCHRONIZATION, TESTS, MECHANICAL COMPLETION, PROVISIONAL
      ACCEPTANCE AND FINAL ACCEPTANCE

            


    

     

    
      	
              1.1.145

            	
              “Tests”
      means the Operating Mode Test, the Capability Verification Test, the
      Guaranteed Performance Test and the Noise
Test.

            


    

     

    
      	
              1.1.146

            	
              “Utility”
      means FPL.

            


    

     

    
      	
              1.1.147

            	
              “Vendor”
      means any supplier, manufacturer or vendor of Equipment to Contractor or
      any Subcontractor.

            


    

     

    
      	
              1.1.148

            	
              “Warranty
      Period” and “Warranty Periods” have the meanings set forth in Section
      12.1.4, Warranty Period, of Article XII, CONTRACTOR’S
      WARRANTIES.

            


    

     

    
      	
              1.1.149

            	
              “Work”
      has the meaning set forth in Section 3.1, Scope of Work; Applicable
      Standards, of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR, and includes the Plant, the Equipment, the Contractor
      Deliverables and any other product or result of the Work, but excludes any
      storm water system at or related to the Project
  Site.

            


    

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    Unless
the context of the Contract Documents otherwise requires:

     

    
      	
              1.2.1

            	
              The
      headings contained in this Agreement are used solely for convenience and
      do not constitute a part of this Agreement between the Parties, nor should
      they be used to aid in any manner to construe or interpret this
      Agreement;

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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13

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              1.2.2

            	
              The
      gender of all words used herein shall include the masculine, feminine and
      neuter and the number of all words shall include the singular and plural
      words;

            


    

     

    
      	
              1.2.3

            	
              The
      terms “hereof”, “herein” “hereto” and similar words refer to this entire
      Agreement and not to any particular Article, Section, Appendix or any
      other subdivision of this
Agreement;

            


    

     

    
      	
              1.2.4

            	
              References
      to “Article,” “Section” or “Exhibit” are to this Agreement unless
      specified otherwise;

            


    

     

    
      	
              1.2.5

            	
              Reference
      to “this Agreement” (including any Appendix hereto) or any other
      agreement, Exhibit, permit or document shall be construed as a reference
      to such agreement or document as the same may be amended, modified,
      supplemented or restated, and shall include a reference to any document
      which amends, modifies, supplements or restates, or is entered into, made
      or given pursuant to or in accordance with its
  terms;

            


    

     

    
      	
              1.2.6

            	
              References
      to any law, statute, rule, regulation, notification or statutory provision
      (including Applicable Laws, Applicable Permits and the Operating
      Guidelines) shall be construed as a reference to the same as it may have
      been, or may from time to time be, amended, modified or
      re-enacted;

            


    

     

    
      	
              1.2.7

            	
              References
      to any Person shall be construed as a reference to such Person’s
      successors and permitted assigns;
and

            


    

     

    
      	
              1.2.8

            	
              References
      to “includes,” “including” and similar phrases means “including, without
      limitation.”

            


    

     

    
      	
              1.3

            	
              Appendices

            


    

     

    The
following Appendices are attached to and incorporated into and made a part of
this Agreement:

     

    
      	
              1.3.1

            	
              Appendix
      A

            	
              Scope
      of Work

            


    

     

    
      	
              1.3.2

            	
              Appendix
      B

            	
              Project
      Controls Requirements

            


    

     

    
      	
              1.3.3

            	
              Appendix
      C

            	
              Critical
      Milestones and Milestones

            


    

     

    
      	
              1.3.4

            	
              Appendix
      D

            	
              Construction
      and Milestone Payment Schedule

            


    

     

    
      	
              1.3.5

            	
              Appendix
      E

            	
              ***

            


    

     

    
      	
              1.3.6

            	
              Appendix
      F

            	
              Form
      of Request for Payment

            


    

     

    
      	
              1.3.7

            	
              Appendix
      G

            	
              Form
      of Final Acceptance Certificate

            


    

     

    
      	
              1.3.8

            	
              Appendix
      H

            	
              Form
      of Contractor Certificate for Partial Waiver of
  Liens

            


    

     

    
      	
              1.3.9

            	
              Appendix
      H-1

            	
              Form
      of Subcontractor Certificate for Partial Waiver of
  Liens

            


    

     

    
      	
              1.3.10

            	
              Appendix
      I

            	
              ***

            


    

     

    
      	
              1.3.11

            	
              Appendix
      J

            	
              Option
      Pricing

            


    

     

    
      	
              1.3.12

            	
              Appendix
      K

            	
              Module
      Warranty

            


    

     

    
      	
              1.3.13

            	
              Appendix
      L

            	
              Operating
      and Maintenance Manuals

            


    

     

    
      	
              1.3.14

            	
              Appendix
      M

            	
              FPL
      Permits

            


    

     

    
      	
              1.3.15

            	
              Appendix
      N

            	
              Termination
      Payment Schedule

            


    

     

    
      	
              1.3.16

            	
              Appendix
      O

            	
              Project
      Management Team

            


    

     

    
      	
              1.3.17

            	
              Appendix
      P

            	
              Legal
      Description of Property Site

            


    

     

    
      	
              1.3.18

            	
              Appendix
      Q

            	
              Intentionally
      Deleted

            


    

     

    
      	
              1.3.19

            	
              Appendix
      R

            	
              Form
      of Contractor Certificate for Final Waiver of
  Liens

            


    

     

    
      	
              1.3.20

            	
              Appendix
      R-I

            	
              Form
      of Subcontractor Certificate for Final Waiver of
  Liens

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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14

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              1.3.21

            	
              Appendix
      S

            	
              Form
      of Request for Change Order

            


    

     

    
      	
              1.3.22

            	
              Appendix
      T

            	
              Intentionally
      Deleted

            


    

     

    
      	
              1.3.23

            	
              Appendix
      U

            	
              Form
      of Letter of Credit

            


    

     

    
      	
              1.3.24

            	
              Appendix
      V

            	
              Contractor’s
      Exclusions

            


    

     

    
      	
              1.3.25

            	
              Appendix
      W

            	
              Intentionally
      Deleted

            


    

     

    
      	
              1.3.26

            	
              Appendix
      X

            	
              Intentionally
      Deleted

            


    

     

    
      	
              1.3.27

            	
              Appendix
      Y

            	
              Form
      of Quality Assurance Programs

            


    

     

    
      	
              1.3.28

            	
              Appendix
      Z

            	
              Form
      of Safety Plan

            


    

     

    
      	
              1.3.29

            	
              Appendix
      Z-1

            	
              Safe
      and Secure Workplace Policy

            


    

     

    
      	
              1.3.30

            	
              Appendix
      HH

            	
              Acceptance
      Testing

            


    

     

    
      	
              1.3.31

            	
              Appendix
      II

            	
              ***

            


    

     

    
      	
              1.4

            	
              Order
      of Precedence

            


    

     

    
      	
              1.4.1

            	
              In
      the event of conflicts among the terms of the Contract Documents,
      interpretations shall be based upon the following Contract Documents which
      are set forth in ranked order of
precedence:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Amendments,
      addenda or other modifications to the Contract Documents (including Change
      Orders) duly signed and issued after the signing of this Agreement and
      effected in accordance with the terms hereof, with those of a later date
      having precedence over those of an earlier
date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Agreement; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Appendices to the Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      the event of a conflict among, or within, any other Contract Document(s)
      within any one of the levels set forth in the foregoing order of
      precedence, or between the Contract Documents and Applicable Laws or
      Applicable Permits, or among Applicable Laws or Applicable Permits
      themselves, the more stringent or higher quality requirements shall
      control.  All obligations imposed on Contractor and each
      Subcontractor under the Agreement or under Applicable Laws, Applicable
      Permits or Applicable Standards and not expressly imposed or addressed in
      the Contract Documents shall be in addition to and supplement the
      obligations imposed on Contractor under the Contract Documents, and shall
      not be construed to create an “irreconcilable
  conflict.”

            


    

     

    
      	
              1.5

            	
              Language

            


    

     

    
      	
              1.5.1

            	
              The
      Contract Documents and all documentation to be supplied hereunder
      (including, without limitation, all Contractor Deliverables and all
      warranties provided hereunder) shall be in the English
      language.

            


    

     

    ARTICLE
II.

    RETENTION
OF CONTRACTOR

     

    
      	
              2.1

            	
              Retention
      of Contractor

            


    

     

    FPL
hereby engages Contractor, and Contractor hereby agrees to be engaged by FPL to
perform the Work in accordance with the terms and conditions set forth
herein.

     

    
      	
              2.2

            	
              Status
      of Contractor; No
Partnership

            


    

     

    Contractor
shall be an independent contractor with respect to any and all Work performed
and to be performed under the Contract Documents.  The Contract
Documents shall not be interpreted or construed to create an association, joint
venture or partnership relationship among or between the Parties or any similar
relationship, obligations or liabilities.  Neither Party shall have
any right, power or authority to enter into any agreement or undertaking for,
act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind or obligate the other Party.

     

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              2.3

            	
              Subcontractors
      and Vendors.

            


    

     

    
      	
              2.3.1

            	
              Subject
      to the terms hereof, Contractor shall have the right to have any portion
      of the Work performed by a Subcontractor or Vendor qualified to perform
      such Work pursuant to written subcontracts or written purchase orders;
      provided that Contractor shall not be relieved from any liability or
      obligation under the Contract Documents.  Except as otherwise
      expressly provided in the Contract Documents, Contractor shall be solely
      responsible for engaging, managing, supervising and paying all such
      Subcontractors and Vendors.  Contractor shall require that all
      Work performed, and all Equipment provided by Subcontractors and Vendors
      are received, inspected and otherwise furnished in accordance with the
      Contract Documents, and Contractor shall be solely liable for all acts,
      omissions, liabilities and Work (including Defects therein) of such
      Subcontractors and Vendors.  FPL shall not have any obligation
      or liability to any Subcontractor or Vendor.  Nothing in any
      contract, subcontract or purchase order with any Subcontractor or Vendor
      shall in any way diminish or relieve Contractor from any duties and
      obligations under the Contract Documents; and each such contract,
      subcontract and purchase order must provide that the rights thereunder are
      assignable to FPL and the Financing Parties or their designees at any time
      without the prior consent of the applicable Subcontractor or
      Vendor.  No Subcontractor or Vendor is intended to be or shall
      be deemed a third-party beneficiary of the Contract
    Documents.

            


    

     

    
      	
              2.3.2

            	
              FPL
      shall have the right to approve, in advance in writing, each Substantial
      Subcontractor and Substantial Vendor in accordance with the terms
      hereof.  Prior to retaining any Substantial Subcontractors or
      Substantial Vendors, Contractor shall notify FPL in writing and provide it
      with such information as necessary to enable FPL to evaluate each such
      proposed Substantial Subcontractor or Substantial Vendor for the portion
      of the Work proposed to be performed by it.  Within fifteen (15)
      days after receipt of such information, FPL shall advise Contractor if any
      proposed Substantial Subcontractor or Substantial Vendor is
      unacceptable.  If FPL fails to object to any proposed
      Substantial Subcontractor or Substantial Vendor within such fifteen (15)
      day period, Contractor may retain such Substantial Subcontractor or
      Substantial Vendor for the portion of the Work proposed.  If FPL
      objects in writing (stating with reasonable detail the basis for such
      objection) within such fifteen (15) day period to such proposed
      Substantial Subcontractor or Substantial Vendor, Contractor shall not
      retain such proposed Substantial Subcontractor or Substantial
      Vendor.  Approval of any Substantial Subcontractor or
      Substantial Vendor under this paragraph shall only be for the portion of
      the Work so approved.  Contractor hereby acknowledges and agrees
      that the review and/or acceptance of any subcontract by FPL and the
      acceptance of the approved Substantial Subcontractors and Substantial
      Vendors shall not:  (i) modify, in any way, the obligations of
      Contractor pursuant to the Contract Documents; or (ii) be raised as a
      claim or as a defense or counterclaim to any claim in connection with the
      Contract Documents.

            


    

     

    
      	
              2.3.3

            	
              Contractor
      shall submit to FPL a copy of each purchase order or agreement entered
      into with a Substantial Subcontractor or Substantial Vendor for Major
      Equipment.  Each purchase order or agreement shall show, where
      applicable, the Vendor’s or Subcontractor’s name, manufacturer’s name,
      materials type, model number, size, quantity and lists of the Major
      Equipment ordered, and shall be submitted to FPL when issued for
      purchase.  For purposes of clarity, it is understood and agreed
      that no document required to be submitted to FPL pursuant to this Section
      2.3.3 shall be required to contain any economic terms, all of which
      economic terms may be redacted prior to submission to
  FPL.

            


    

     

    
      	
              2.3.4

            	
              Each
      subcontract and purchase order shall require such Subcontractor and Vendor
      to assume toward Contractor those terms and conditions of contracting
      which Contractor customarily includes in its subcontracts.  At a
      minimum, all subcontracts shall require the Subcontractors to comply with
      Applicable Laws and Applicable Permits, shall provide that FPL has the
      right of inspection as provided hereunder and require such Subcontractors
      and Vendors to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Be
      subject to the labor obligations hereunder as well as the safety and
      security provisions of the Contract
Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Provide
      guarantees and warranties with respect to its portion of the Work and the
      Equipment,

            


    

     

    
      	
               
      

            	
              (c)

            	
              Provide
      certificates of insurance as set forth
herein;

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (d)

              	
                Be
      subject to the dispute resolution procedures as required herein;
      and

              


      

       

    

    
      	
               
      

            	
              (e)

            	
              Have
      such terms and conditions as are reasonably and customarily
      obtained.

            


    

     

    
      	
               
      

            	
               

            	
              All
      subcontracts shall preserve and protect the rights of FPL, shall not
      prejudice such rights and shall require each Subcontractor to enter into
      similar agreements with other
Subcontractors.

            


    

     

    
      	
              2.3.5

            	
              In
      addition to the requirements set forth in Section 2.3.4, above, Contractor
      shall include in each subcontract and purchase order the following
      language to make FPL an express third-party beneficiary of such
      subcontract or purchase order:

            


    

     

    “The
parties hereto agree and acknowledge that the services/work/equipment to be
provided hereunder by [subcontractor] will be incorporated into the power
station being developed by [FPL].  As such, the parties expressly
agree that FPL is a third party beneficiary of this [Agreement] entitled, in its
own name or in the name of [Contractor], to enforce this [Agreement] against
[subcontractor].”

     

    ARTICLE
III.

    CERTAIN
OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR

     

    
      	
              3.1

            	
              Scope
      of Work; Applicable Standards.

            


    

     

    
      	
              3.1.1

            	
              Contractor
      shall, at its own cost and expense:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Design,
      engineer, procure, construct, start up, and carry out the Tests for the
      Plant, and perform its other obligations hereunder, including completion
      of the Scope of Work and any warranty work hereunder;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Manage,
      supervise, inspect and furnish all Labor, Equipment, Contractor Equipment,
      temporary structures, temporary utilities, products and services for the
      foregoing,

            


    

     

    
      	
               
      

            	
               

            	
              all
      on a turnkey basis, in accordance with the Contract Documents, including,
      without limitation, the Project Schedule and the Scope of Work, as the
      same may be modified from time to time in accordance with the terms hereof
      by a Change Order or other amendment hereto (all of the foregoing being
      collectively referred to in this Agreement as the
  “Work”).

            


    

    


    


    
      	
              3.1.2

            	
              Subject
      to the remedies provided for herein, Contractor shall perform the Work and
      turn the Plant over to FPL in a manner that
is:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Sufficient,
      complete and adequate in all respects necessary for the Project to
      successfully achieve Provisional Acceptance by the Guaranteed Provisional
      Acceptance Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      conformance with professional standards and skill, expertise and diligence
      of design and construction professionals regularly involved in first
      class, major grid-connected solar power projects in the United
      States;

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      compliance with the terms of the Contract Documents, the Operating
      Guidelines, the Utility’s interconnection requirements, all Applicable
      Laws, Applicable Standards and Applicable Permits;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Approved
      as to form, use and content by all Government Authorities and private
      entities authorized to administer or enforce any building or construction
      code or standard whose approval of the final design of the Plant, or any
      portion thereof, is necessary for the construction, operation or
      interconnection of the Plant.

            


    

     

    
      	
              3.1.3

            	
              Contractor’s
      Exclusions.  In light of the foregoing, Contractor has
      included within the Contract Price the cost to complete the entire Scope
      of Work.  Items need not be specifically listed in the Contract
      Documents or in Appendix A, Scope of Work, in order to be deemed to be
      items within the Scope of Work.  It is understood that
      Contractor is better qualified to list exclusions than FPL is to list
      inclusions.  Therefore, 

            


    

    


    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    any item
indicated on the Contract Documents, inferable therefrom, incidental thereto or
required in accordance with any Applicable Law, Applicable Standards, Applicable
Permits or Prudent Utility Practices, that is not specifically excluded from the
Scope of Work in Contractor’s exclusions set forth on Appendix V, Contractor’s
Exclusions, is to be considered as part of the Scope of Work.  In
addition, theScope of Work includes all that should be properly included and all
that would be customarily included within the general scope and magnitude of the
Work in order to achieve the Guaranteed Performance Level applicable to the
Project.  As a result, except for Contractor’s exclusions set forth on
Appendix V, Contractor’s Exclusions, Contractor hereby waives any and all claims
for an increase in the Contract Price or an extension of the Guaranteed
Provisional Acceptance Date based, in whole or in part, upon an assertion that
any certain license, technical assistance, engineering, assembly, construction,
service, labor, material, equipment, operation or management is beyond the Scope
of Work when such license, technical assistance, engineering, assembly,
construction, service, labor, material, equipment, operation or management is
indicated in the Contract Documents, the Drawings or other instruments of
service prepared in connection with the Contract Documents, inferable therefrom,
incidental thereto, required in accordance with any Applicable Law, Applicable
Standards, Applicable Permits, Prudent Utility Practices or otherwise necessary
in order to complete a Project in accordance with and subject to the
requirements of the Contract Documents.

     

    
      	
              3.1.4

            	
              Contractor
      shall perform the Work in conformance with professional standards and
      skill, expertise and diligence of design and construction professionals
      regularly involved in first class, major, grid-connected solar power
      projects for public utilities in the United States.  Without
      limiting the generality of the foregoing, Contractor
  shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Comply
      with, and shall cause the Work and all components thereof to comply with,
      the Operating Guidelines, Applicable Laws, Applicable Standards,
      Applicable Permits, Prudent Utility Practices, the requirements of the
      Contract Documents and the generally accepted standard of care, skill and
      diligence as would be provided by, in the case of engineering services, a
      prudent engineering firm, and in the case of construction or procurement
      services, by a prudent construction firm, in each case experienced in
      supplying such services in the United States to power-producing entities
      for first class, major power
projects;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Cause
      the Work to be performed with Contractor’s best skill and judgment, in a
      safe, expeditious, good and workmanlike manner in accordance with the
      preceding paragraph (a);

            


    

     

    
      	
               
      

            	
              (c)

            	
              Cause
      the Work to be approved as to form, use and content by all Government
      Authorities and private entities authorized to administer or enforce any
      building or construction code or standard whose approval of the final
      design of the Project, or any portion thereof, is necessary for the
      construction or operation of the
Project;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Cause
      the Plant to be designed to operate, and shall cause the Plant to be
      capable of being operated, at all levels and operating modes in accordance
      with the Operating Guidelines, Applicable Laws, Applicable Standards,
      Applicable Permits, Prudent Utility Practices and the requirements of the
      Contract Documents; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              Cause
      the Plant and all items of Equipment and improvements comprising the Plant
      to be designed, manufactured, installed, calibrated and tested where
      applicable in accordance with the published standards (as of the dates
      specified) of the organizations listed in the Scope of Work and Contractor
      shall notify FPL of any standards of such organizations that are
      inconsistent with each other and advise FPL of the manner in which it
      intends to resolve such inconsistency in accordance with the published
      standard.

            


    

     

    
      Contractor
shall inspect or cause to be inspected all items to be incorporated into or used
in the performance of the Work and shall reject those items determined not to be
in compliance with the requirements of the Contract Documents.  Except
as otherwise expressly provided in this Agreement, the standard of performance
set forth in this Section 3.1.4, shall apply to all aspects of the Work, and
this Section 3.1.4, shall be deemed to be incorporated by reference into each
provision of the Contract Documents describing the Work, Contractor’s
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    the Contract Documents”, “in accordance with the Contract
Documents” or words of similar effect.  In no event will references in
any provision of Contract Documents to one or more of the standards, guidelines,
practices, regulations, laws, or permits contained in this Section 3.1.4, be
interpreted to limit in the applicability of all such standards, guidelines,
practices, regulations, laws, and permits to such
provision.  Additionally, as a condition
to meeting Provisional Acceptance and Final Acceptance, the Work for such
milestone must be completed in accordance with all of the standards, guidelines,
practices, regulations, laws, and permits contained in this Section
3.1.4.

     

    
      	
              3.1.5

            	
              Contractor
      acknowledges that this Agreement constitutes, subject to the terms hereof,
      a fixed price obligation to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Engineer,
      design, procure, construct, test and start up through Provisional
      Acceptance a turnkey Project, complete in every detail, within the time
      and for the purpose designated
herein;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Achieve
      Final Acceptance within the time designated
  herein;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Comply
      with all of the warranty obligations set forth in this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Perform
      Contractor’s other obligations
hereunder.

            


    

     

    
      	
               
      

            	
              (e)

            	
              References
      to the obligations of Contractor under this Agreement as being “turnkey”
      and performing the Work on a “turnkey basis” means that Contractor is
      obligated to supply all of the Equipment and design services, install all
      of the Equipment and supply all labor and to supply and perform all of the
      Work, in each case as may reasonably be required, necessary, incidental,
      or appropriate (whether or not specifically set forth in this Agreement)
      to complete the Work such that the Project satisfies the applicable terms,
      conditions, and Contractor’s obligations concerning the Guaranteed
      Performance Level and other guarantees and requirements set forth in this
      Contract Documents, all for the Contract
Price.

            


    

     

    
      	
              3.2

            	
              Control
      and Method of the Work.

            


    

     

    
      	
              3.2.1

            	
              Subject
      to the terms hereof, Contractor shall be solely responsible for performing
      or causing to be performed the Work in accordance with the terms of the
      Contract Documents, and for all means, methods, techniques, sequences,
      procedures, and safety and security programs in connection with such
      performance.  Contractor shall inform FPL in advance concerning
      its plans for carrying out the
Work.

            


    

     

    
      	
              3.2.2

            	
              Whenever
      the words “as ordered,” “as directed,” “as required,” “as permitted,” “as
      allowed,” “approved,” “reasonable,” “suitable,” “acceptable,” “properly,”
      “satisfactory,” or words or phrases of similar effect and import are used,
      it shall be understood that none of such terms shall imply that FPL has
      any authority over, right to control or responsibility for supervision of
      Contractor or its Subcontractors or Vendors, such supervision (including
      sole control over and responsibility therefor) being strictly reserved for
      Contractor.  Any method of Work suggested by FPL that is used by
      Contractor will be used at the risk and responsibility of Contractor, and
      FPL will assume no responsibility
therefor.

            


    

     

    
      	
              3.3

            	
              Compliance
      with Law

            


    

    Contractor
shall comply, and shall cause all of its Subcontractors, Vendors and Persons
that it has a right to direct who are engaged in the performance of any of the
Work to comply with, all Applicable Laws and Applicable
Permits.  Contractor shall perform the Work in a manner designed to
protect the environment on and off the Job Site and minimize damage or nuisance
to Persons and property of the public or others, including damage or nuisance
resulting from pollution, noise or other causes arising as a consequence of
methods of construction or operation of the Plant.  The foregoing
shall not be construed as to limit Contractor’s obligations and liabilities
under Section 3.15, Protection and Safety, below.

     

    
      	
              3.4

            	
              Certain
      Matters Pertaining to Job Site.

            


    

     

    
      	
              3.4.1

            	
              Project
      Inspection.  Contractor acknowledges that, prior to the
      date of this Agreement, Contractor:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Has
      made a complete and careful examination of the Job Site and the
      surrounding areas, drawings and specifications and other information set
      forth in the Contract Documents;

            


    

     

    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (b)

              	
                Has
      made a complete and careful examination to determine the difficulties and
      hazards incident to the performance of the Work,
  including:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      location of the Project;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      proximity of the Project to adjacent facilities and
      structures;

              


      

       

    

    
      	
               
      

            	
              (iii)

            	
              The
      conditions of the roads and waterways in the vicinity of the Job Site,
      including the conditions affecting shipping and transportation, access,
      disposal, handling and storage of
materials;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      nature and character of the soil, terrain, surface and subsurface
      conditions of the Job Site;

            


    

     

    
      	
               
      

            	
              (v)

            	
              The
      labor conditions in the region of the Job
Site;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              Applicable
      Laws and Applicable Permits;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              Rights
      of FPL regarding the Job Site as set forth
  herein;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              The
      local weather conditions based upon previous weather
  data;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              The
      qualifications of all Subcontractors and
  Vendors;

            


    

     

    
      	
               
      

            	
              (x)

            	
              The
      Safe and Secure Workplace Policy, the Project Loss Manual and
      Environmental Control Program; and

            


    

     

    
      	
               
      

            	
              (xi)

            	
              All
      other known matters and other matters that Contractor should know under
      Applicable Standards that might affect Contractor’s performance under this
      Agreement or the design, engineering, procurement, construction, start-up,
      demonstration and testing of the Plant;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Has
      determined to Contractor’s satisfaction the nature and extent of such
      difficulties and hazards.

            


    

     

    
      	
              3.4.2

            	
              Responsibility
      for Interpreting Sub-Surface Data.  Notwithstanding the
      above, where FPL has made investigations of subsurface conditions in areas
      where Work is to be performed under this Agreement, such investigations
      are made by FPL for the purpose of study and design.  To the
      extent the records of such investigation are included in this Agreement,
      the interpretation of such records shall be the sole responsibility of
      Contractor.  FPL assumes no responsibility whatsoever with
      respect to the sufficiency or accuracy of such investigations, the records
      thereof, or of the interpretations set forth and there is no warranty or
      guarantee, either express or implied, that the conditions indicated by
      such investigations or records thereof are representative of those
      existing throughout such areas, or any part thereof, or that unforeseen
      developments may not occur, or that materials other than or in proportions
      different from those indicated may not be
  encountered.

            


    

     

    
      	
              3.4.3

            	
              In
      light of the foregoing and subject to Section 3.4.4, Differing Condition,
      Contractor accepts the Job Site in its existing condition and waives any
      right to additional compensation beyond the Contract Price or an extension
      of the Guaranteed Provisional Acceptance Date, and any other claims that
      may arise due, in whole or in part, to errors or omissions in, or
      inconsistencies among, the Contract Documents and any information provided
      in connection with the Project.  Contractor shall be solely
      responsible for performing any preliminary Work on the Job Site necessary
      for the commencement of construction to occur, including removal of all
      physical impediments to performing Work on the Job Site, above and below
      ground.

            


    

     

    
      	
              3.4.4

            	
              Differing
      Condition.  Notwithstanding the acknowledgments set forth
      in Section 3.4.1, no less than sixty (60) days prior to commencement of
      Contractor’s mobilization on the Job Site (the “Geotechnical Investigation
      Completion Date”), Contractor may conduct a geotechnical investigation in
      the location of the Job Site or any portion thereof as Contractor
      reasonably deems necessary to confirm the site conditions referred to in
      Sections 3.4.1, and 3.4.2, above.  If as a result of the
      geotechnical investigation,
Contractor:

            


    

    


     

    
      
        
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (a)

              	
                Encounters
      any concealed subsurface conditions which a reasonable, experienced
      Contractor would not foresee existing at the Job Site and which vary
      materially from the conditions shown in the Contract Documents;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      such condition causes a material increase or decrease in the Contract
      Price or time required for performance of the Work or otherwise materially
      affects any provision of this
Agreement,

              


      

       

    

    
      	
               
      

            	
               

            	
              then
      Contractor shall notify FPL thereof and FPL may
  either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Issue
      a Change Order to address such condition;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Terminate
      this Agreement pursuant to Section
15.3.

            


    

     

    
      	
               
      

            	
               

            	
              Contractor
      specifically waives the right to make any such claims after the
      Geotechnical Investigation Completion Date.  Except as set forth
      in this Section 3.4.4, Contractor assumes the risk of surface and
      subsurface conditions at the Job Site and shall not be entitled to an
      extension of the Project Schedule or an increase in the Contract
      Price.

            


    

     

    
      	
              3.5

            	
              FPL
      Access to Job Site

            


    

     

    Subject
to Contractor’s reasonable safety policies, FPL shall have the right to have
representatives on the Job Site full time.  In addition, Contractor
shall provide reasonable access to the Job Site and the Work at all times to
FPL, FPL’s other contractors, the Independent Engineer and the Financing Parties
and their respective employees, representatives, agents and consultants, subject
to Contractor’s reasonable safety policies.

     

    
      	
              3.6

            	
              Inspection
      and Testing of Work in Progress.

            


    

     

    
      	
              3.6.1

            	
              Each
      item of Equipment to be supplied by Contractor shall be subject to
      inspection and testing during and upon completion of its fabrication and
      installation in accordance with the provisions of the Scope of
      Work.  Without limiting the foregoing, Contractor shall be
      responsible for inspection and testing of the Equipment in accordance with
      Applicable Standards.

            


    

     

    
      	
              3.6.2

            	
              Contractor
      shall perform inspection, expediting, quality surveillance and traffic
      services as are required for performance of the Scope of
      Work.  Contractor shall perform such detailed inspection of Work
      in progress at intervals appropriate to the stage of construction or
      fabrication of the Project as is necessary to ensure that such Work is
      proceeding in accordance with this Agreement and the Contract Documents
      and to protect FPL against Defects and deficiencies in such
      Work.  At least fifteen (15) Business Days prior to the time
      Contractor or its representative intends to inspect any item of Major
      Equipment, Contractor shall notify FPL in writing of such inspection which
      notice shall state the date, time and place where such inspection is to be
      conducted (provided that, if the inspection will occur at a location
      outside of the United States of America, Contractor shall provide such
      notice as soon as possible but in no event less than fifteen (15) Business
      Days prior to such inspection).  FPL and/or its designated agent
      may, at FPL’s option, accompany Contractor to the inspection by notifying
      Contractor in writing within five (5) Business Days of receipt of notice
      of the inspection.  FPL’s failure to notify Contractor within
      the permitted time period shall be deemed to be a decision by FPL not to
      attend the inspection.  Contractor shall arrange for access to
      the manufacturer’s facilities to permit any such inspection to be
      conducted smoothly.  Contractor shall reimburse FPL for any
      costs necessarily and reasonably incurred by FPL due to Contractor’s
      failure to prepare any portion of the Work for inspection or testing after
      having provided notice to FPL of any such inspection or
      test.  With respect to any inspection that FPL chooses not to
      attend, Contractor shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Keep
      FPL informed in all material respects of the progress and quality of all
      work;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Advise
      FPL of any deficiencies revealed through such inspections and of the
      measures proposed by Contractor to remedy such deficiencies in order to
      avoid any delay in the completion of the Work and Contractor’s performance
      of the Work; provided that, any such notice provided pursuant to this
      Section 3.6.2, shall not constitute a request for adjustment, extension or
      modification of the Project Schedule or FPL’s consent to any of the same;
      and

            


    

     

    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                 
      

              	
                (c)

              	
                Upon
      FPL’s request, provide FPL with a reasonable opportunity to review
      Contractor’s records with respect to such
      inspections.  Contractor shall include the right to inspection
      by FPL or its representative in all subcontracts and purchase
      orders.

              


      

       

      
        	
                3.6.3

              	
                Contractor
      shall permit FPL and, as authorized by FPL, any Person designated by FPL,
      and the Financing Parties to inspect, test and observe the Work from time
      to time; provided, however, that none of such Persons shall have any
      authority or responsibility for such Work.  Contractor shall
      provide FPL each month during performance of the Work with a schedule of
      all testing proposed for the following three (3) month period in
      compliance with the requirements of the Scope of
  Work.

              


      

       

    

    
      	
              3.7

            	
              No
      Waiver of Responsibility

            


    

     

    No
inspection made, acceptance of Work, payment of money or approval given by FPL,
the Financing Parties or the Independent Engineer shall relieve Contractor of
its obligations for the proper performance of the Work in accordance with the
terms hereof.  Subject to the limitations of Article XII, Contractor’s
Warranties, FPL may reject any Work with Defects or which is not in accordance
with the requirements of the Contract Documents, regardless of the stage of
completion, the time or place of discovery of error, and whether FPL previously
accepted any or all of such Work through oversight or
otherwise.  Except with respect to the achievement of Provisional
Acceptance and Final Acceptance, no approval given by FPL, in and of itself,
shall be considered as an assumption of risk or liability by any such
Person.  Any such approval shall mean that the Person giving the
approval has no objection to the adoption or use by Contractor of the matter
approved at Contractor’s own risk and responsibility.  Contractor
shall have no claim relating to any such matter approved, including any claims
relating to the failure or inefficiency of any method approved.

     

    
      	
              3.8

            	
              Defective
      Work

            


    

     

    
      	
              3.8.1

            	
              Prior
      to Provisional Acceptance, Contractor shall at its own cost and expense
      correct or replace any Work that contains a Defect, or is not otherwise in
      accordance with the Contract Documents.  Equipment that has been
      replaced, if situated on the Job Site, shall be removed by Contractor from
      the Job Site at Contractor’s own cost and
  expense.

            


    

     

    
      	
              3.8.2

            	
              If
      Contractor or any Subcontractor defaults or neglects to carry out the
      Scope of Work in accordance with the Contract Documents and Contractor
      fails within a reasonable period of time (as reasonably determined by FPL)
      after it knows or should have known of such default or neglects to
      commence and continue correction of such default or neglect with diligence
      and promptness, FPL may, without prejudice to other remedies FPL may have
      under this Agreement, correct such deficiencies.  In such event,
      an appropriate Change Order shall be issued deducting from payments then
      or thereafter due to Contractor the reasonable cost of correcting such
      deficiencies, including reasonable compensation for the costs to enforce
      this provision (including reasonable attorneys’ fees) and any consultant’s
      additional services and reasonable expenses made necessary by such
      default, neglect or failure.  If payments then or thereafter due
      to Contractor are not sufficient to cover such amounts, Contractor shall
      pay the difference to FPL within three (3) days from FPL’s request
      therefor.

            


    

     

    
      	
              3.8.3

            	
              Contractor
      shall correct any and all deficiencies as required by the Contract
      Documents notwithstanding any actual or possible legal obligation or duty
      of a Subcontractor concerning same and nothing contained in this Section
      shall modify Contractor’s obligation to achieve Final Acceptance in
      accordance with the Contract
Documents.

            


    

     

    
      	
              3.9

            	
              Clean-Up.

            


    

     

    
      	
              3.9.1

            	
              Without
      limiting the provisions of Section 3.16, Environmental Matters, Contractor
      shall at all times keep the Job Site reasonably free from waste, rubbish
      and Hazardous Material, other than Pre-Existing Hazardous Material,
      relating to its Work.  Contractor shall maintain the Job Site in
      a neat and orderly condition throughout the performance of the
      Work.  Contractor shall employ sufficient personnel to clean its
      office and FPL’s office at the Job Site and work areas each working day
      and shall cooperate with the other Persons working at the Job Site to keep
      the Job Site clean.

            


    

     

    
      
        
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                3.9.2

              	
                Prior
      to the Final Acceptance Date or as soon as practicable after the
      termination of this Agreement by FPL in accordance with the provisions of
      Article XV, TERMINATION, Contractor
shall:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Remove
      all Contractor Equipment from the Job Site (other than equipment, supplies
      and materials necessary or useful to the operation or maintenance of the
      Plant and Equipment and equipment, supplies and materials directed by FPL
      to remain at the Job Site until completion of the
  Plant);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Clean
      out all pits, pipes, chambers and
conduits;

              


      

      


    

    
      	
               
      

            	
              (c)

            	
              Tear
      down and remove all temporary structures on the Job Site built by it or
      its Subcontractors and restore such areas to a condition consistent with
      that of a newly constructed photovoltaic solar power plant, except as
      required by Applicable Law, Section 3.16.4, Protected Areas, or any other
      provision of this Agreement; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Remove
      all waste, rubbish and Hazardous Material from and around the Job Site,
      except that Contractor shall not be required to excavate, remove,
      transport or otherwise dispose of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Pre-Existing
      Hazardous Material on the Job Site, other than as set forth in Section
      3.16.1(d); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Any
      waste, rubbish or Hazardous Material caused by FPL or its
      representatives.

            


    

     

    
      	
              3.10

            	
              Obtaining,
      Maintaining and Identifying
Permits

            


    

     

    
      	
              3.10.1

            	
              Contractor
      shall, and shall cause its Subcontractors to comply with, all Applicable
      Permits, including FPL Permits and Contractor
      Permits.  Contractor shall timely obtain and maintain all
      Contractor Permits.  In addition, Contractor shall timely
      prepare and submit to the applicable Government Authority all engineering
      and construction related submittals, reports and other items (including
      those set forth in Appendix A, Scope of Work) required to maintain and
      comply with any FPL Permit and provide all assistance reasonably requested
      by FPL in connection with FPL’s efforts to obtain the FPL Permits,
      including, without limitation, witnesses testimony, depositions,
      preparation and submission of exhibits, reports or submittals, technical
      calculations and attending meetings; provided that FPL shall provide
      Contractor, at no cost to FPL, with all information, documentation and
      assistance reasonably requested by Contractor to permit Contractor to
      comply with the provisions of this Section 3.10.1.  In the event
      that any Applicable Permit is required for the Plant or to perform the
      Work that is not identified in the Contract Documents, Contractor or FPL,
      as applicable, shall promptly, after it becomes aware of the need for such
      Applicable Permit, notify the other Party that such Applicable Permit is
      required.  If such permit is of a nature typically obtained by
      contractors in power projects, Contractor shall, at its sole cost and
      expense, be obligated to obtain and maintain such Applicable Permit on
      behalf of FPL. Otherwise, FPL shall obtain and maintain such Applicable
      Permit.

            


    

     

    
      	
              3.10.2

            	
              All
      Applicable Permits (other than any building permits (but excluding any
      applicable occupancy certificates) or other Applicable Permits designated
      as either “To be issued in the name of Contractor” or “To be issued in the
      name of FPL and Contractor” on Appendix A, Scope of Work, or Appendix M,
      FPL Permits) shall be issued in the name of FPL unless otherwise required
      by Applicable Law or such Applicable Permit.  If any Contractor
      Permit (or application therefor) is in the name of FPL or otherwise
      requires action by FPL, FPL shall, upon the request of Contractor, sign
      such application or take such action as reasonably
      appropriate.

            


    

     

    
      	
              3.10.3

            	
              FPL
      reserves the right to review any such application of Contractor; provided,
      however, that FPL’s exercise of such right shall not under any
      circumstances be considered an approval of the necessity, effect or
      contents of such application or related permit.  Contractor
      shall deliver to FPL true and complete copies of all Applicable Permits
      obtained by Contractor upon its receipt thereof.  Contractor
      shall use best efforts to identify in writing to FPL all Applicable
      Permits and other government requirements for performance of the Work not
      identified in the Contract Documents, or shall confirm in writing that, to
      the best of Contractor’s knowledge, there are no such Applicable Permits
      or other government requirements other than as identified in the Contract
      Documents prior to the date of this
Agreement.

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

       

      
        	
                3.11

              	
                Labor.

              


      

       

      
        	
                3.11.1

              	
                General.  Contractor
      shall be responsible for retaining all Labor necessary for it to perform
      its obligations hereunder and comply with the provisions hereof, all in
      accordance with Applicable Laws.  Contractor shall be
      responsible for all costs incurred in complying with this Section 3.11, or
      otherwise associated with its Labor, including, without limitation, costs
      incurred by any member of its Labor, whether by direct contract or
      subcontract, for medical treatment, transport and accommodation as a
      result of injuries or illness arising from engagement or employment in the
      execution of the Work.

              


      

       

    

    
      	
              3.11.2

            	
              Engagement
      of Labor.  Contractor shall make its own arrangements for
      the engagement of all Labor in connection with the Contract Documents and
      the performance of the Work.  Contractor shall employ in the
      performance of the Work only Labor, whether supervisors, skilled workers
      or laborers, who are competent to perform their assigned duties in a safe
      and secure manner and shall use all reasonable efforts to cause its
      Subcontractors and Vendors to adhere to the same standard with respect to
      their Labor.  Contractor agrees, where required by Applicable
      Law, to employ only licensed personnel in good standing with their
      respective trades and licensing authorities to perform engineering,
      design, architectural and other professional services in the performance
      of the Work.  All such professional services shall be performed
      with the degree of care, safety, skill and responsibility customary among
      such licensed personnel.  All Labor shall have received formal
      documented training, to the extent required by Applicable Standards, in
      their area of expertise and, if applicable,
  certification.

            


    

     

    
      	
              3.11.3

            	
              Identification.  Contractor
      shall identify each member of its and its Subcontractor’s and Vendor’s
      Labor in accordance with the standards and procedures that are mutually
      acceptable to the Parties.

            


    

     

    
      	
              3.11.4

            	
              Supply
      of Services for Labor.  Contractor shall provide and
      maintain at the Job Site, in accordance with Applicable Laws and
      Applicable Permits, such accommodations, services and amenities as
      necessary for all Labor employed for the purpose of or in connection with
      the Contract Documents, including all water supply (both for drinking and
      other purposes), electricity supply, sanitation, safety, security, fire
      prevention and fire­-fighting equipment, refuse disposal systems and
      other requirements in connection with such accommodations or
      amenities.

            


    

     

    
      	
              3.11.5

            	
              Alcohol
      and Drugs.  Contractor shall not possess, consume,
      import, sell, give, barter or otherwise dispose of any alcoholic beverages
      or drugs (excluding drugs for proper medical purposes and then only in
      accordance with Applicable Law) at the Job Site, or permit or suffer any
      such possession, consumption, importation, sale, gift, barter or disposal
      by its Subcontractors, agents or Labor and shall at all times assure that
      the Job Site is kept free of all such substances.  Contractor
      shall immediately identify and remove from its or its Subcontractors’
      employment at the Job Site any person (whether in the charge of Contractor
      or any Subcontractor) who is in possession of or under the influence of
      any dangerous or controlled drug, alcohol or other such substance at any
      time during such person’s performance of any portion of the Work,
      excluding any person using a prescription drug under supervision and
      approval from a medical doctor, or any other person who does or whose
      actions may create any unsafe condition or other situation that may cause
      damage or harm to any person or
property.

            


    

     

    
      	
              3.11.6

            	
              Arms
      and Ammunition.  Except as required for Job Site
      security, Contractor shall not possess, give, barter or otherwise dispose
      of, to any person or persons, any arms or ammunition of any kind at the
      Job Site, or permit or suffer the same as aforesaid and shall at all times
      assure that the Job Site is kept free from arms and
      ammunition.

            


    

     

    
      	
              3.11.7

            	
              Disorderly
      Conduct.  Contractor shall be responsible for the conduct
      and deeds of its Labor and its Subcontractors’ Labor relating to the
      Contract Documents and the consequences thereof.  Contractor
      shall at all times take all reasonable precautions to prevent any
      unlawful, riotous or disorderly conduct by or among such Labor and for the
      preservation of peace, protection and safety of Persons and property in
      the area of the Job Site against the same.  Contractor shall not
      interfere with any members of any authorized police, military or security
      force in the execution of their
duties.

            


    

     

    
      	
              3.11.8

            	
              General
      Management of Employees.  Subject to FPL’s rights as set
      forth in Section 3.11.11, Replacement at FPL’s Request, Contractor shall
      preserve its rights to exercise and shall exercise its management rights
      in 

            


    

    


    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
    

     

    
      	 	performing
      the Work.  Such management rights shall include the rights to
      hire, discharge, promote and transfer employees; to select and remove
      foremen or other persons at other levels of supervision; to establish and
      enforce reasonable standards of production; to introduce, to the extent
      feasible, labor saving equipment and materials; to determine the number of
      craftsmen necessary to perform a task, job or project; and to establish,
      maintain and enforce rules and regulations conducive to efficient and
      productive operations.


    

     

    
      	
              3.11.9

            	
              Labor
      Disputes.  Contractor shall use reasonable efforts to
      minimize the risk of labor-related delays or disruption of the progress of
      the Work.  Contractor shall promptly take any and all reasonable
      steps that may be available in connection with the resolution of
      violations of collective bargaining agreements or labor jurisdictional
      disputes, including the filing of appropriate processes with any court or
      administrative agency having jurisdiction to settle, enjoin or award
      damages resulting from violations of collective bargaining agreements or
      labor jurisdictional disputes.  Contractor shall advise FPL
      promptly, in writing, of any actual or threatened labor dispute of which
      Contractor has knowledge that might materially affect the performance of
      the Work by Contractor or by any of its Subcontractors or
      Vendors.  Notwithstanding the foregoing, the settlement of
      strikes, walkouts, lockouts or other labor disputes shall be at the
      discretion of the Party having the difficulty, except as expressly
      provided for in Section 14.1, Definition of Force Majeure
      Event.

            


    

     

    
      	
              3.11.10

            	
              Personnel
      Documents.  Contractor shall ensure that all its
      personnel and personnel of any Subcontractors or Vendors performing the
      Work are, and at all times shall be, in possession of all such documents
      (including, without limitation, visas, driver’s licenses and work permits)
      as may be required by any and all Applicable
  Laws.

            


    

     

    
      	
              3.11.11

            	
              Replacement
      at FPL’s Request.  Within one (1) day after request by
      FPL, Contractor shall remove from the Job Site and performance of the
      Work, and shall cause any Subcontractor or Vendor to remove from the Job
      Site and performance of the Work, any Person performing the Work whom FPL
      determines, in its sole discretion, to be creating a safety hazard or a
      material risk of either:  (i) non-achievement of Mechanical
      Completion or Provisional Acceptance; or (ii) material non-performance by
      Contractor in accordance with this Agreement.  In addition,
      Contractor shall include in each subcontract a provision that requires
      each Subcontractor and Vendor to remove any employee or independent
      contractor of such Subcontractor or Vendor used in the Work or in such
      Subcontractor’s and Vendor’s warranty obligations within one (1) day after
      receiving notice from FPL to remove such employee or independent
      contractor.

            


    

     

    
      	
              3.12

            	
              Project
      Management and
      Contractor’s
  Representative.

            


    

     

    
      	
              3.12.1

            	
              Project
      Management.  Contractor has designated a management team
      as set forth on Appendix O, Project Management Team, and any future
      members of the management team must be approved by FPL in writing prior to
      his/her designation, which approval shall not be unreasonably
      withheld.  During the performance of the Work from the Initial
      Site Mobilization and thereafter, Contractor shall maintain continuously
      at the Job Site adequate management, supervisory, administrative, security
      and technical personnel, including the Contractor Site Manager, to ensure
      expeditious and competent handling of all matters related to the Work,
      according to its determination of the staffing required for this
      purpose.  Contractor will not re-assign, remove or replace the
      Contractor Project Manager, Contractor Project Engineering Manager or
      Contractor Site Manager without FPL’s prior written consent, which consent
      shall not be unreasonably withheld.  Contractor shall promptly
      replace its Contractor Project Manager, Contractor Project Engineering
      Manager or Contractor Site Manager, upon written request of FPL, if such
      individual is disorderly or if in FPL’s opinion, such individual is
      otherwise incompetent for his position and
    responsibilities.

            


    

     

    
      	
              3.12.2

            	
              Contractor’s
      Representative.  Contractor shall appoint one individual
      (the “Contractor’s Representative”), with the prior written consent of
      FPL, which shall not be unreasonably withheld, who shall be authorized to
      act on behalf of Contractor and with whom FPL may consult at all
      reasonable times, and whose instructions, requests and decisions in
      writing will be binding upon Contractor.  Contractor shall not
      remove or replace such representative without prior written notice to
      FPL.

            


    

    


     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                3.13

              	
                Temporary
      Office Quarters.

              


      

       

      
        	
                3.13.1

              	
                During
      the performance of the Work from the Initial Site Mobilization and
      thereafter, Contractor shall maintain, at a reasonable location designated
      by FPL, a suitable office at the Property Site at or near the site of the
      Work which shall be the headquarters of Contractor’s Representative
      designated pursuant to Section 3.12, Project Management and Contractor’s
      Representative, above.

              


      

       

    

    
      	
              3.13.2

            	
              Contractor
      shall provide FPL’s representatives with office space, including all
      utilities, heating, ventilation and air conditioning, contemporaneously
      with the existence of Contractor’s site office specified in paragraph (a)
      above, which office space shall be subject to the approval of FPL and be
      in compliance with the requirements therefore in Appendix A, SCOPE OF
      WORK.  Contractor shall properly maintain such offices and shall
      employ sufficient personnel to clean such office each working day that
      such offices are used.  Contractor shall be responsible for
      paying all utility deposits and charges, other than long distance
      telephone charges related to calls made by FPL and its representatives,
      related to such offices for FPL.

            


    

     

    
      	
              3.14

            	
              Cooperation
      with Other Contractors/Community.

            


    

     

    
      	
              3.14.1

            	
              Contractor
      acknowledges that work may be performed by others at the Job Site during
      the execution of Work under this Agreement.  Contractor further
      acknowledges that FPL, through itself or through its employees,
      subcontractors or agents, will continue to work and perform activities in
      connection therewith at and around the Job Site during the execution of
      the Work under this Agreement.  Contractor shall cooperate and
      cause its Subcontractors and Vendors to cooperate with FPL and other
      unrelated contractors who may be working at or near the Job Site in order
      to assure that neither Contractor, nor any of its Subcontractors or
      Vendors unreasonably hinders or increases, or makes more difficult than
      necessary the work being done by FPL and other unrelated
      contractors.  Contractor agrees to perform the Work in full
      cooperation with such others and to permit, without charge, reasonable
      access to, and use of, the Job Site and the Work, by said others or by
      FPL, whether such Work is partially or entirely complete, when, in the
      judgment of FPL, such access or use is necessary for the performance and
      completion of the work of others.  All material and labor shall
      be furnished, and the Work performed, at such time or times as shall be
      for the best interest of all contractors concerned, to the end that all
      Work, and the work of any separate contractor, will be properly
      coordinated and completed in accordance with the applicable schedules and
      the times of completion required by the Contract
  Documents.

            


    

     

    
      	
              3.14.2

            	
              In
      addition to complying with all Applicable Laws and Applicable Permits,
      Contractor shall use reasonable efforts, and cause its Subcontractors and
      Vendors to use their reasonable efforts, to assist FPL in creating,
      assessing and carrying out programs which shall, during all phases of the
      Work, minimize the impacts upon the host community caused by the
      construction of the Project.  Such programs shall
      include:  (i) sequencing of the Work so as to minimize the
      impacts of noise and dust at and around the Job Site; and (ii) using local
      labor and other resources whenever possible and cost
      effective.

            


    

     

    
      	
              3.15

            	
              Protection
      and Safety.

            


    

     

    
      	
              3.15.1

            	
              Prior
      to the Provisional Acceptance Date, Contractor shall be responsible for
      the security, protection and safety of all Persons (including members of
      the public and the employees, agents, contractors, consultants and
      representatives of FPL, the Financing Parties, Contractor and its
      Subcontractors and Vendors, and other contractors and subcontractors) and
      all public and private property (including structures, sewers and service
      facilities above and below ground, along, beneath, above, across or near
      the Job Site) that are at or near the Job Site or that are in any manner
      affected by the performance of the Work.  As of the Provisional
      Acceptance Date, FPL shall have operational control over the
      Project.  Notwithstanding the foregoing, Contractor shall remain
      responsible for the security, protection and safety of all Persons
      performing any portion of the Work at the direction of Contractor as well
      as any damage to property caused directly or indirectly by Contractor’s
      negligent acts or omissions and/or failure to comply with the provisions
      of the Contract Documents while on the Job
Site.

            


    

     

    
      	
              3.15.2

            	
              Contractor
      shall initiate and maintain reasonable safety precautions and accident
      prevention programs for the Job Site and in the performance of the Work,
      which shall be in compliance with all Applicable Laws and Applicable
      Permits, to prevent injury to persons or damage to property on, about or
      adjacent to the Job

            


    

    


    
      
        
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
    

     

    
      	 	Site and in the
      performance of the Work.  Without limiting the generality of the
      foregoing, Contractor shall furnish and maintain all necessary safety
      equipment such as barriers, signs, warning lights and guards as required
      to provide adequate protection to persons and property.  In
      addition, Contractor shall give reasonable notice to owners of public and
      private property and utilities when such property is susceptible to injury
      or damage through the performance of the Work and shall make all necessary
      arrangements with such owners relative to the removal and replacement of
      protection of such property or utilities.


    

     

    
      	
              3.15.3

            	
              Contractor
      shall provide FPL, within five (5) Days following its occurrence, with
      written:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Notification
      of all Occupational Safety and Health Act recordable
    events;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notifications
      and copies of all citations by Government Authorities concerning accidents
      or safety violations at the Job
Site;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Reports
      of near misses at the Job Site; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Copies
      of written accident reports for lost time
  accidents.

            


    

     

    
      	
               
      

            	
               

            	
              Contractor
      shall promptly deliver to FPL any written communication with any
      Government Authority or insurance company (including any notices) with
      respect to accidents that occur at the Job
Site.

            


    

     

    
      	
              3.16

            	
              Environmental
      Matters.

            


    

     

    
      	
              3.16.1

            	
              Hazardous
      Material.  Contractor shall, and shall cause its
      Subcontractors and Vendors to, comply with all Applicable Laws relating to
      Hazardous Material and all Applicable Permits.  Without limiting
      the generality of the foregoing:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contractor
      shall, and shall cause its Subcontractors and Vendors to, apply for,
      obtain, maintain and renew all Contractor Permits, and comply with all
      Applicable Permits, in any case, as required by Applicable Laws regarding
      Hazardous Material that are necessary, customary or advisable for the
      performance of the Work.  Contractor shall, and shall cause its
      Subcontractors and Vendors to, have an independent Environmental
      Protection Agency identification number for disposal of Hazardous Material
      under the Contract Documents if and as required under Applicable Laws or
      Applicable Permits.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contractor
      shall conduct its activities under the Contract Documents, and shall cause
      each of its Subcontractors to conduct its activities, in a manner designed
      to prevent pollution of the environment or any other release of any
      Hazardous Material by Contractor and its Subcontractors and Vendors in a
      manner or at a level requiring remediation pursuant to any Applicable
      Law.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Contractor
      shall not cause or allow the release or disposal of Hazardous Material at
      the Job Site, bring Hazardous Material to the Job Site, or transport
      Hazardous Material from the Job Site, except in accordance with Applicable
      Law and Applicable Permits.  Contractor shall be responsible for
      the management of and proper disposal of all Hazardous Material brought
      onto or generated at the Job Site by it or its Subcontractors or Vendors,
      if any.  Contractor shall cause all such Hazardous Material
      brought onto or generated at the Job Site by it or its Subcontractors or
      Vendors, if any, to be:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Transported
      only by carriers maintaining valid permits and operating in compliance
      with such permits and laws regarding Hazardous Material pursuant to
      manifest and shipping documents identifying only Contractor as the
      generator of waste or person who arranged for waste disposal;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Treated
      and disposed of only at treatment, storage and disposal facilities
      maintaining valid permits operating in compliance with such permits and
      laws regarding Hazardous Material, from which, to the best of Contractor’s
      knowledge, there has been and will be no release of Hazardous
      Material.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Contractor
      shall submit to FPL a list of all Hazardous Material to be brought onto or
      generated at the Job Site prior to bringing or generating such Hazardous
      Material onto or 

            


    

     

    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
    

     

    
      	 	at the Job
      Site.  Contractor shall keep FPL informed as to the status of
      all Hazardous Material on the Job Site and disposal of all Hazardous
      Material from the Job Site.


    

    
       

      
        	
                 
      

              	
                (d)

              	
                If
      Contractor or any of its Subcontractors or Vendors releases any Hazardous
      Material on, at, or from the Job Site, or becomes aware of any Person who
      has stored, released or disposed of Hazardous Material on, at, or from the
      Job Site during the Work, Contractor shall immediately notify FPL in
      writing.  If Contractor’s Work involved the area where such
      release occurred, Contractor shall immediately stop any Work affecting the
      area.  Contractor shall, at its sole cost and
      expense, diligently proceed to take all necessary or desirable remedial
      action to clean up fully the contamination caused by
      any:

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              Release
      by Contractor or any of its Subcontractors or Vendors of any Pre-Existing
      Hazardous Material; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Hazardous
      Material that was brought onto or generated at the Job Site by Contractor
      or any of its Subcontractors or Vendors, whether on or off the Job
      Site.

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      Contractor discovers any Pre-Existing Hazardous Material that has been
      stored, released or disposed of at the Property Site, Contractor shall
      immediately notify FPL in writing.  If Contractor’s Work
      involves the area where such a discovery was made, Contractor shall
      immediately stop any Work affecting the area and FPL shall determine a
      reasonable course of action.  Contractor shall not, and shall
      cause its Subcontractors and Vendors to not, take any action that may
      exacerbate any such contamination.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Contractor
      shall be solely responsible for remedial action to clean up fully the
      contamination referenced in Section 3.16.1(d).  If so requested
      by FPL, Contractor shall cooperate with and assist FPL in making the Job
      Site available for taking necessary remedial steps to clean up any such
      contamination at FPL’s expense as determined in accordance with Section
      6.3, Changes to Contract Price; Disputes, of Article VI, CHANGE ORDERS.
      Contractor shall promptly deliver to FPL any notice or violation, letter
      of non-compliance or similar communication from any Government
      Authority.

            


    

     

    
      	
              3.16.2

            	
              Waste
      Treatment and Disposal.  Without limiting the
      foregoing:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Toxic Waste and Industrial
      Hazards:  Contractor shall be responsible for the proper
      management and disposal of all toxic waste and industrial hazards brought
      onto or generated at the Job Site by it or its Subcontractors or Vendors,
      if any.  Contractor shall, and shall cause its Subcontractors
      and Vendors to, comply with all Applicable Laws, Applicable Permits and
      applicable safety standards related to the treatment, storage, disposal,
      transportation and handling of toxic wastes and industrial
      hazards.  Contractor shall not store or dispose of toxic wastes
      and industrial hazards near groundwater, surface water or drainage
      systems.  Liquid wastes shall not be dumped onto the ground or
      in any groundwater, surface water or drainage systems.  All
      waste oil and grease resulting from construction activities shall be
      collected and disposed of in a manner that prevents contamination to soil,
      ground water, and surface water, and incinerated if
      possible.  Vehicle maintenance shall be conducted in safe areas
      away from watercourses and oil or fluid runoff shall be collected in
      grease traps.  Toxic waste and industrial hazard storage
      containers shall be well-labeled.

            


    

     

    
      
        	
              	
                (b)

              	
                Sanitary and Solid
      Waste:  Contractor shall take appropriate measures in
      accordance with the Applicable Law and Applicable Permits for the
      treatment and disposal of sanitary and solid waste, and in particular,
      Contractor shall perform the Work in such a manner so as to protect
      environmentally sensitive areas and water supplies.  Run-off
      from disposal sites shall be
curtailed.

              


      

    

     

    
      	
              3.16.3

            	
              Fuel
      Storage.  The location, facilities, safety measures and
      environmental and pollution control in connection with storage of fuel or
      like substances shall comply with all Applicable Laws and Applicable
      Permits.

            


    

    


     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                3.16.4

              	
                Protected
      Areas.  Contractor acknowledges that portions of the
      Property Site may be wetlands or other protected areas (“Protected Areas”)
      as indicated on the survey to be provided by FPL pursuant to Section 4.7,
      Description of Property Site, of Article IV, CERTAIN OBLIGATIONS OF
      FPL.  Certain of these Protected Areas, if designated on such
      survey, do not constitute a part of the Job Site.  Contractor
      shall erect a temporary barrier or other blockade to isolate Protected
      Areas and protect such areas from impact by any
      Work.  Contractor shall not allow any Work to be conducted in or
      otherwise interfere with or impact such Protected
      Areas.  Contractor shall, and shall cause its Subcontractors and
      Vendors to, comply with the Environmental
      Resource Plan and all permits, rules, regulations and all other Applicable
      Laws and Applicable Permits in connection with the Protected Areas on or
      adjacent to the Property
Site.

              


      

       

    

    
      	
              3.17

            	
              Fire
      Prevention.

            


    

     

    
      	
              3.17.1

            	
              Contractor
      shall be responsible for providing adequate fire prevention and protection
      at the Job Site and shall take all reasonable precautions to minimize the
      risk of fire at the Job Site.  Contractor shall provide
      instruction to the Labor in fire prevention control and shall provide
      appropriate fire-fighting and fire protection equipment and systems at the
      Job Site.

            


    

     

    
      	
              3.17.2

            	
              Contractor
      shall promptly collect and remove combustible debris and waste material
      from the Job Site in accordance with Applicable Laws and Applicable
      Permits, and shall not permit such debris and material to
      accumulate.  Contractor shall control the usage of fires for any
      purpose in the vicinity of the Work and shall agree upon the
      appropriateness of any such fires with FPL.  Any areas of
      vegetation damaged by fire which are reasonably determined by FPL to have
      been initiated by Contractor’s or Subcontractors’ Labor shall be
      recultivated and otherwise rehabilitated by Contractor, at Contractor’s
      expense.

            


    

     

    
      	
              3.17.3

            	
              Contractor
      will complete all systems, procedures and Equipment constituting the Plant
      fire protection system as necessary during construction to protect Work in
      progress, in particular with regard to fuel and other flammable
      materials.

            


    

     

    
      	
              3.18

            	
              Religious
      and Archaeological Resources

            


    

     

    In the
event any archaeological or religious sites, places, monuments or areas are
discovered or identified by Contractor during the performance of Work under the
Contract Documents, Contractor shall leave such sites untouched and protected by
fencing and shall immediately stop any Work affecting the
area.  Contractor shall notify FPL of any such discovery as soon as
practicable, and Contractor shall carry out FPL’s instructions for dealing with
the same.  All fossils, coins, articles of value or antiquity and
structures and other remains or things of geological, archaeological,
historical, religious, cultural or similar interest discovered on the Job Site
shall, as between FPL and Contractor, be deemed to be the absolute property of
FPL.  Contractor shall prevent its and its Subcontractors’ and
Vendors’ Labor and any other Persons from removing or damaging any such article
or thing.

     

    
      	
              3.19

            	
              Reports,
      Plans and Manuals.

            


    

     

    
      	
              3.19.1

            	
              Status
      Reports.  Within ten (10) days after the beginning of
      each month, commencing with the month following the date of this
      Agreement, Contractor shall prepare and submit to FPL written progress
      reports, in accordance with the requirements of Appendix B, Project
      Schedule and Reporting Requirements, which include a description of the
      progress and status of the Work compared to the Project Schedule, the
      status of Equipment and other scheduled deliveries, the Subcontractors’
      activities and engineering, procurement and construction
      progress.  In addition, each such progress report will provide
      cost information regarding backcharges and a summary of any Changes
      executed by the Parties as of the date of such report.  A
      reasonable number of photographs shall also be included reasonably
      documenting the construction progress. Each photograph
      shall show the date, Contractor’s name and description of the view
      taken.  In accordance with Section 5.3, Project Schedule, of
      Article V, PROJECT SCHEDULE, Contractor shall also report any events which
      may affect the Project Schedule, including any Force Majeure Events, liens
      on the Property Site or the Project, or any asserted violations of
      Applicable Laws.

            


    

     

    
      	
              3.19.2

            	
              Reporting
      of Accidents.  Contractor shall report in writing to FPL
      (and, to the extent required by any Applicable Law or Applicable Permit,
      the appropriate Government Authority) details of any significant safety
      event or accident required to be reported under U.S. Department of Labor
      Occupational Safety &

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
    

     

    
      	 	Health
      Administration standards that is on or about the Job Site as soon as
      possible after its occurrence, but in any event not later than forty-eight
      (48) hours after such accident occurs.  In the case of any
      fatality or serious injury or accident, Contractor shall, in addition,
      notify FPL (and, to the extent required by any Applicable Law or
      Applicable Permit, the appropriate Government Authority)
      immediately.


    

    
       

      
        	
                3.19.3

              	
                Procedures
      Manual.  No later than forty-five (45) days following the
      date hereof, Contractor shall prepare and submit to FPL a procedures
      manual that describes the administrative procedures to be used by Contractor
      and FPL for interfacing during the performance of the Work (the
      “Procedures Manual”).  Contractor shall either promptly make
      changes to the Procedures Manual suggested by FPL or negotiate and resolve
      in good faith with FPL such changes.  Upon approval of the
      Procedures Manual by the Parties, the Parties shall comply with the
      provisions thereof.  The Procedures Manual may be changed from
      time to time with the approval of the Parties.  Contractor shall
      provide six (6) copies, as well as an electronic copy, of the Procedures
      Manual to FPL.

              


      

       

    

    
      	
              3.19.4

            	
              Health
      Plan, Safety Plan and Environmental Plan.  No later than
      thirty (30) days prior to Initial Site Mobilization, Contractor shall
      prepare and submit to FPL:

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      health plan that includes health, first aid facility/area with qualified
      attendant and emergency procedures to be used at the Job Site (the “Health
      Plan”);

            


    

     

    
      	
               
      

            	
              (b)

            	
              An
      environmental plan (the “Environmental Plan” as more particularly
      described in Appendix A, Scope of Work) that
  includes:

            


    

     

    
      	
               
      

            	
              (i)

            	
              A
      Hazardous Material, waste and industrial hazards management and disposal
      program which details the controlled usage and treatment of all Hazardous
      Material, toxic wastes, industrial hazards, sanitary waste, solid waste
      and other waste brought onto, used or produced at the Job Site or in
      relation to the Work and outlines a management structure for carrying out
      the specific provisions of such
program;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              An
      environmental protection and management program, including, without
      limitation, a sediment and erosion control
  program

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      revegetation program, with a Change Order related thereto;
    and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      description, location and drawings of construction facilities and
      temporary works; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      safety plan substantially in the form of Appendix Z, Form of Safety Plan,
      which shall include an acknowledgement by Contractor that Contractor shall
      at all times remain in compliance with all federal, state and local safety
      codes (the “Safety Plan”).

            


    

     

    
      	
               
      

            	
               

            	
              Each
      of the Health Plan, Environmental Plan and Safety Plan shall be consistent
      with all Applicable Laws and Applicable Permits and shall be submitted to
      FPL for review and comment.  Contractor shall either promptly
      make changes to such Health Plan, Environmental Plan or Safety Plan
      incorporating the comments of FPL or negotiate and resolve in good faith
      with FPL any such changes. Contractor shall comply and ensure that its
      Subcontractors comply with the Health Plan, Environmental Plan, Safety
      Plan, the Safe and Secure Workplace Policy, the Project Loss Manual and
      the Environmental Control Program.

            


    

     

    
      	
              3.19.5

            	
              Meetings.  During
      the performance of the Scope of Work, Contractor and FPL shall, at a
      minimum, conduct meetings each month at a mutually convenient time and
      date for the purpose of reviewing the progress of the Scope of Work, the
      latest progress reports, the Health Plan, the Environmental Plan, the
      Safety Plan, Quality Assurance Program, Contractor’s and Subcontractors’
      adherence to the Scope of Work and the Project Schedule as well as the
      status of any claims on the Project and claims submitted pursuant to the
      terms of the Contract Documents.  Contractor shall prepare
      detailed minutes of each such meeting, in form and content acceptable to
      FPL, and shall distribute same to FPL within five (5) days after such
      meeting.

            


    

     

    
      	
              3.19.6

            	
              Contractor
      Not Relieved of Duties or Responsibilities.  Neither the
      submission to or approval by FPL of progress and other reports, plans and
      manuals, nor the provision of general descriptions shall relieve
      Contractor of any of its duties or responsibilities under the Contract
      Documents.

            


    

    


     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                3.19.7

              	
                Quality
      Assurance Program.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Contractor
      shall use effective quality assurance programs (collectively, the “Quality
      Assurance Program”), which such
programs:

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              Propose
      the manner in which Contractor intends to achieve the highest standards in
      the performance of the entire Scope of
Work;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Shall
      be acceptable to FPL; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Shall
      be consistent with the requirements of Appendix Y, Form of Quality
      Assurance Programs, and Appendix A, Scope of Work, in performing the
      Work.

            


    

     

    
      
        	
              	
                (b)

              	
                Within
      thirty (30) days after the date of this Agreement, Contractor shall
      provide to FPL a description of the Quality Assurance Program, which shall
      be substantially in the form of Appendix Y, Form of Quality Assurance
      Programs, (the “Quality Control Manual”), to be used by Contractor in the
      performance of the Work. The Quality Control Manual shall also include all
      proposed types of Critical Parameters that Contractor shall define as the
      Scope of Work progresses.  “Critical Parameters” are defined as
      construction critical dimensions, commissioning critical set-points,
      critical alignments and process critical set-ups for Equipment,
      sub-systems, systems and the Plant, as mutually agreed to by the
      Parties.

              


      

    

     

    
      	
               
      

            	
              (c)

            	
              As
      soon as the Critical Parameters have been finalized, Contractor shall
      include the same in the Project Schedule.  Contractor shall
      provide FPL with tentative dates for the performance of Critical
      Parameters, which dates shall be updated monthly, and shall also provide
      FPL with twenty-four (24) hour written notice prior to performance of any
      Critical Parameters.  FPL will review and provide comments to
      such programs in writing within thirty (30) days after submission by
      Contractor.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      FPL’s comments are reasonable changes to the quality assurance programs
      submitted by Contractor, Contractor will effect such changes at no
      additional cost to FPL and resubmit such programs to FPL within ten (10)
      days after Contractor receives FPL’s comments.  FPL will have
      ten (10) days after such resubmission to review and provide comments to
      such programs resubmitted by Contractor.  Such procedure shall
      continue with the same ten (10) day time periods until FPL accepts such
      programs.  If FPL fails to respond within any of the applicable
      periods specified above, FPL shall be deemed to have agreed to the last
      such programs submitted by Contractor.  If applicable,
      Contractor shall also submit verification of ISO 9001
      qualification.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Contractor’s
      program shall address how improvement actions will be applied on the
      Project’s processes, products and services.  Contractor shall
      also have in place a formal system of collecting, reviewing and evaluating
      corrective and preventive actions from a lessons learned process that will
      ensure desirable changes regarding engineering, procurement, construction,
      start-up, turnover or operation feedback from recently completed (or in
      process projects) are incorporated.

            


    

     

    
      	
               
      

            	
              (f)

            	
              A
      post award (pre-production) meeting shall be held at Contractor’s facility
      to demonstrate Contractor’s understanding of the quality and quality
      assurance requirements, and present their methods of complying with these
      requirements.

            


    

     

    
      	
              3.20

            	
              Drawings,
      Engineering Data and Other Materials.

            


    

     

    
      	
              3.20.1

            	
              All
      Drawings, Final Plans, reports and other information (except financial,
      accounting and payroll records) furnished to Contractor, or prepared by
      it, its Subcontractors or others in connection with the performance of the
      Work, whenever provided, shall be kept by Contractor in an orderly and
      catalogued fashion for reference by FPL during the performance by
      Contractor of the Work.  Contractor shall maintain at the
      Property Site at least one (1) copy of all Drawings, Final Plans, Change
      Orders and other modifications in good order and marked to record all
      changes made during performance of the Work, including, without
      limitation, all field deviations from the construction
      drawings.  As a condition precedent to Final
  

            


    

     

    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
      
      

       

      
        	 	 Acceptance, or
      upon the earlier termination of this Agreement, Contractor shall transfer
      the Final Plans to FPL and they shall become the sole property of
      FPL.


      

       

      
        	
                3.20.2

              	
                Final
      Plans (in both hard copy and magnetic media at no extra charge to FPL), if
      not furnished earlier, shall be furnished to FPL upon Contractor’s request
      for a Final Acceptance Certificate or upon the earlier termination of this
      Agreement.  Contractor and any of its Subcontractors, as
      applicable, may retain copies all such documents for their records,
      subject to the confidentiality provisions of this
    Agreement.

              


      

       

    

    
      	
              3.20.3

            	
              Within
      ninety (90) days after the date of this Agreement, Contractor shall
      furnish FPL (in electronic format whenever available) with conceptual
      engineering drawings and the specifications pertaining to the electric
      generators and step-up transformers of the Plant, including demonstrations
      that the:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Requirements
      for reactive supply facilities at the Plant will be met;
    and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Plant
      will meet the guidelines and performance standards set forth in the
      Contract Documents and the Operating
Guidelines.

            


    

     

    
      	
              3.20.4

            	
              Contractor
      shall submit all Drawings in electronic format to FPL in accordance with
      Appendix A, Scope of Work, for review and comment as provided in the Scope
      of Work.  Based upon FPL’s comments, if any, Contractor shall
      resolve FPL’s comments.  Contractor shall revise such Drawings
      from time to time, as required to reflect any changes, in the actual
      installation of any individual Equipment or system or the Plant as a
      whole.  Notwithstanding anything contained herein to the
      contrary, FPL’s review and/or acceptance of the Drawings, or any portion
      thereof, shall not in any way relieve Contractor of any of its obligations
      or warranties set forth herein, including, but not limited to, its full
      responsibility for the accuracy of the dimensions, details, integrity and
      quality of the Drawings.

            


    

     

    
      	
              3.21

            	
              Operating
      and Maintenance Manuals

            


    

     

    Contractor
shall supply FPL with manuals and/or handbooks (in electronic format) which
provide, either in a single manual or handbook or collectively, complete
operating and maintenance instructions (including inventories of spare parts and
tools and parts lists with ordering instructions) for each major piece of
Equipment and system of the Plant.  Each such manual and handbook
shall comply with the requirements of the Scope of Work and the guidelines
contained in Appendix L, including with respect to matters such as quantity,
content and the time when such manuals are to be supplied to FPL, and shall be
substantially complete and delivered to FPL prior to Mechanical Completion in
order to support training of personnel and start-up and testing of the
Plant.

     

    
      	
              3.22

            	
              Training
      of O&M Personnel.

            


    

     

    
      	
              3.22.1

            	
              During
      the construction of the Plant, and at least ninety (90) days prior to the
      Provisional Acceptance Date, Contractor shall provide, at its own expense,
      a training program in Plant operation and maintenance for FPL’s Plant
      personnel and the O&M Contractor’s Plant personnel (collectively,
      “O&M Personnel”).  The training program provided by
      Contractor shall be subject to FPL’s prior written approval and
      shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Include
      classroom and field training;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Include
      all manuals, drawings, and other educational materials necessary or
      desirable for the adequate training of O&M Personnel;
    and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Establish
      quality controls so that O&M Personnel are suitably trained and
      capable of operating and maintaining the Plant after Provisional
      Acceptance.

            


    

     

    
      	
               
      

            	
               

            	
              Representatives
      of manufacturers of Equipment shall be utilized to provide specialized
      training for such Equipment where deemed necessary by the
      Parties.  All training programs conducted in accordance with
      this Section 3.22, shall be videotaped and made available to FPL in
      electronic format.

            


    

     

    
      	
              3.22.2

            	
              Contractor
      shall make every reasonable effort to use the O&M Personnel during
      Plant start-up and initial operation; however, neither FPL nor O&M
      Contractor shall be obligated to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Supply
      personnel for the construction of the Plant;
nor

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (b)

              	
                Provide
      during Plant start-up and initial operation more O&M Personnel than
      the number of O&M Personnel FPL and O&M Contractor would use
      during normal Plant operation as determined by FPL.  Contractor
      shall have complete responsibility for directing, coordinating, monitoring
      and supervising O&M Personnel during Plant start-up and initial Plant
      operations.

              


      

       

      
        	
                3.22.3

              	
                In
      addition, Contractor shall:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Remain
      solely responsible for performing the Work in accordance with this
      Agreement, including Contractor’s obligation to achieve Mechanical
      Completion, achieve Provisional Acceptance by the Guaranteed
      Provisional Acceptance Date and achieve Final Acceptance, regardless of
      any act, omission, failure, non-achievement, or non-performance of the
      O&M Personnel;

              


      

       

    

    
      	
               
      

            	
              (b)

            	
              Remain
      fully responsible for all acts and omissions of the O&M Personnel in
      connection with the commissioning and operation of the Plant until the
      Provisional Acceptance Date as fully as if Contractor had independently
      engaged such O&M Personnel; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Be
      responsible for all acts and omissions of the O&M Personnel after the
      Provisional Acceptance Date if such acts or omissions are taken at the
      direction of Contractor.

            


    

     

    
      	
              3.22.4

            	
              The
      cost of the O&M Personnel’s travel, lodging, food and other living
      expenses shall be borne by FPL.  Contractor shall have the right
      to require FPL to remove O&M Personnel from the Job Site if Contractor
      reasonably believes that any such O&M Personnel is unable to properly
      perform its obligations in connection with the commissioning and operation
      of the Plant and Contractor provides FPL a written explanation of its
      reasons for exercising the removal rights granted to it hereunder;
      provided that the failure of such O&M Personnel to perform their
      obligations or the removal of any O&M Personnel pursuant to this
      Section 3.22, shall not relieve Contractor of any of its obligations
      hereunder.

            


    

     

    
      	
              3.23

            	
              Accounting
      Information;
      Financial Reporting
  Requirements

            


    

     

    
      	
              3.23.1

            	
              During
      the term of this Agreement and continuing for five (5) years after the
      Final Acceptance Date, Contractor will provide FPL with any reasonably
      necessary assistance, including providing all documents, cost information
      and other information that FPL believes necessary, in a form reasonably
      acceptable to FPL, for FPL’s federal, state or local tax filings,
      exemptions or positions advocated by FPL, including, without limitation,
      sales, use and property taxes; provided, however, that such access to cost
      information not otherwise made available to FPL pursuant to the terms
      hereof shall be disclosed to an independent auditor of FPL’s choice that
      agrees to keep secret from FPL, Contractor’s cost and other competitively
      sensitive information.

            


    

     

    
      	
              3.23.2

            	
              Unless
      otherwise publicly available, Contractor shall as soon as available, but
      in any event within sixty (60) days after each of the first three (3)
      quarters of each calendar year, deliver to FPL a copy of the complete
      unaudited balance sheet for such quarter for the *** prepared in
      accordance with generally accepted accounting principles and certified by
      the Chief Financial Officer of ***.  Unless otherwise publicly
      available, Contractor shall as soon as available, but in any event within
      ninety (90) days after December 31 of each year, deliver to FPL a copy of
      the complete audited financial statements for such year with an
      unqualified opinion for the *** prepared in accordance with generally
      accepted accounting principles.

            


    

     

    
      	
              3.24

            	
              Contractor
      Taxes.

            


    

     

    
      	
              3.24.1

            	
              Except
      for FPL Taxes, Contractor shall, as required by applicable law, pay and
      administer any and all Taxes and duties incurred or payable in connection
      with the Work, including, without limitation, taxes based on or related to
      the income, receipts, capital or net worth of Contractor, Contractor’s or
      its Subcontractors’ or Vendors’ Labor or income, except for FPL Taxes
      (collectively, “Contractor Taxes”); provided, however, that if Contractor
      is responsible for payment of FPL Taxes under Applicable Law, unless
      otherwise instructed by FPL or FPL is contesting such FPL Taxes,
      Contractor shall pay such FPL Taxes and any penalties and interest due
      thereon, and FPL shall reimburse Contractor for such FPL Taxes and any
      penalties and interest due thereon resulting from instructions provided by
      FPL upon submission of evidence of payment.  Contractor shall
      promptly provide FPL with reports or other evidence
    reasonably

            


    

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    acceptable
to FPL showing the payment of Contractor Taxes by Contractor and any FPL Taxes
required to be paid by Contractor pursuant to this Section
3.24.  Contractor shall use commercially reasonable efforts to
cooperate with FPL to endeavor to minimize any FPL
Taxes.  Notwithstanding the foregoing, Contractor agrees to purchase
for resale to FPL any machinery or equipment in connection with the Work that
would be the type of property that would qualify as manufacturing machinery and
equipment entitled to the exemption from the Florida sales and use tax provided
under Applicable Laws and, at the direction of FPL, Contractor agrees to take
such action as may be reasonably required to allow such property, to the extent
possible to qualify for any sales or use tax exemption.  If required
in connection with the purchase of any such property from its Vendors, to the
extent permitted by applicable law, Contractor agrees to provide its Vendors a
resale certificate or applicable affidavit as approved by the State of Florida
reflecting the fact that Contractor is purchasing such property for resale to
FPL.  Contractor agrees to take any other action reasonably necessary
to ensure that the purchase of qualifying machinery with respect to the Work is
exempt from sales and use tax under Florida (or other applicable)
law.  To the extent Contractor is required by Applicable Law to
collect sales tax from FPL, Contractor shall collect sales tax from FPL on all
materials physically incorporated in the Plant that are not subject to exemption
unless FPL has elected to provide Contractor with a direct pay certificate
issued to FPL by the State of Florida, in which case, FPL shall pay such sales
tax directly to the State of Florida.  In the event that an assessment
for sales and/or use or excise taxes are levied against Contractor, any
Subcontractor or Vendor, Contractor shall promptly notify FPL and furnish to FPL
a copy of such assessment.  In the event that FPL determines that the
assessment should be contested and so notifies Contractor in writing, FPL may,
at FPL’s sole cost and expense, file such documents as are necessary to contest
such assessment.  FPL shall exclusively control any contest,
assessment or other action regarding any such taxes or assessments, or any
penalties or interest in respect thereof.  In addition to Contractor’s
other obligations as set forth herein, Contractor shall cooperate with and
assist FPL, at FPL’s expense, in any contest or proceeding relating to Taxes
payable by FPL hereunder.

     

    
      	
              3.24.2

            	
              Exempt
      Equipment.  Some of the machinery, equipment, parts or
      other items of tangible personal property to be incorporated into the
      Plant may be exempt from certain taxes (such exempt items, the “Exempt
      Equipment”).  FPL and Contractor will work together to determine
      which purchases constitute purchases of Exempt Equipment, and Contractor
      and FPL will take reasonably necessary actions to ensure that such Exempt
      Equipment qualifies for applicable tax
  exemptions.

            


    

     

    
      	
              3.25

            	
              Claims
      and Liens for Labor and
Materials

            


    

     

    If FPL is
paying when due all undisputed amounts in accordance
with the Contract Documents, Contractor shall, at Contractor’s sole expense,
discharge and cause to be released, whether by payment or posting of an
appropriate surety bond in accordance with Applicable Law, within ten (10) days
after receipt of a written demand from FPL, any Lien in respect to the Plant,
the Contract Documents, the Equipment, the Job Site or any fixtures or personal
property included in the Work (whether or not any such Lien is valid or
enforceable) created by, through or under, or as a result of any act or omission
(or alleged act or omission) of, Contractor or any Subcontractor, Vendor or
other Person providing labor or materials within the scope of Contractor’s
Work.  Notwithstanding the foregoing provision, as long as FPL, in its
sole discretion, determines that the Job Site and the improvements thereon will
not be subject to any liability, penalty or forfeiture, upon the written request
of Contractor, FPL may permit Contractor to contest the validity, enforceability
or applicability of any such Lien, in which event FPL shall provide, at no cost
to FPL, such cooperation as Contractor may reasonably request in connection
therewith.

     

    
      	
              3.26

            	
              Spare
      Parts Availability.

            


    

     

    
      	
              3.26.1

            	
              Start-up
      Spare Parts.  Prior to Mechanical Completion, Contractor
      shall obtain all spare parts required for Plant start-up and
      testing.  All spare parts not used during Plant start-up and
      testing shall become the property of FPL, it being understood and agreed
      that additional photovoltaic panels held by Contractor at the Project Site
      but not incorporated into the Project shall not be deemed to be spare
      parts.

            


    

     

    
      	
              3.26.2

            	
              Operating
      Spare Parts.  At least ten (10) days prior to the
      Provisional Acceptance Date, Contractor shall provide FPL with each
      manufacturer’s recommended spare parts list for the Equipment, which list
      shall

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              include
      part numbers, recommended quantities, price, mean times to failure, mean
      times to repair and a description of lead times necessary for orders of
      such spare parts, in each case to the extent reasonably available to
      Contractor.  Contractor agrees
to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Obtain
      from each Major Manufacturer an assignable guaranty that such Major
      Manufacturer will have available for purchase by FPL for a period of ***
      (***) years after the Provisional Acceptance Date, all spare parts for the
      Major Equipment supplied by such Major Manufacturer required to keep the
      Plant in good operating condition, it being understood that some of such
      parts are not “shelf items” and will have to be manufactured by the Major
      Manufacturer after it receives an order for
  them;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Make
      spare parts (other than spare parts for the Major Equipment) available for
      purchase by FPL for a period of *** (***) years after the Provisional
      Acceptance Date to the extent that Contractor is able to obtain them from
      the manufacturer who supplied them for the Plant as originally
      built;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Find
      another source that can supply such spare parts if Contractor is unable to
      obtain such spare parts from such manufacturer;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Obtain
      a firm price for such spare parts reasonably acceptable to FPL for a
      period of *** (***) years after the Provisional Acceptance
      Date.

            


    

     

    
      	
              3.26.3

            	
              With
      regard to the spare parts described in paragraph (b) above, upon written
      notice from FPL at any time prior to the Provisional Acceptance Date,
      Contractor shall, at FPL’s expense but without mark-up or multiplier,
      purchase and have delivered to the Job Site as soon as possible permanent
      plant spares.  Contractor will pay for and replace such spares
      if used during start-up and commissioning of the
  Plant.

            


    

     

    
      	
              3.27

            	
              Contractor’s
      Obligation to Notify

            


    

     

    Contractor
shall keep FPL advised as to the status of the Equipment and Work and shall
promptly inform FPL in writing upon the occurrence of any of the following,
any:

     

    
      	
              3.27.1

            	
              Occurrence
      or event that may be expected to impact the schedule for delivery and/or
      installation of Equipment;

            


    

     

    
      	
              3.27.2

            	
              Technical
      problem not anticipated at the start of the Work or of significant
      magnitude that may impact the Plant or any component thereof or the
      Project Schedule;

            


    

     

    
      	
              3.27.3

            	
              Defect;
      and

            


    

     

    
      	
              3.27.4

            	
              Material
      changes to previously submitted information.  FPL shall have the
      right to verify the information provided by Contractor.  In
      connection therewith, Contractor shall identify those items provided to
      FPL that would enable FPL to verify such information in an expedient
      manner.

            


    

     

    
      	
              3.28

            	
              Construction
      Utilities

            


    

     

    Contractor
shall be responsible for the cost, supply and availability of electric power and
distribution requirements for the performance of the Work at the Job Site for
the construction and up to Provisional Acceptance; provided, however, Contractor
shall be responsible for the cost of any such items to the extent required in
order to reperform any Tests.  Contractor shall provide its own
telephone, facsimile, radio and other communication facilities at the Job Site
as necessary for the performance of the Work.  If FPL determines that
any Test performed or to be performed by Contractor will result in financial
harm to FPL, Contractor will accommodate FPL’s reasonable requests to mitigate
or alleviate such harm to FPL.  In addition, Contractor shall provide,
at its sole cost and expense, all chemicals for commissioning, start-up and
testing and its own temporary lighting, water and sewer facilities at the Job
Site.

     

    
      	
              3.29

            	
              Lines
      and Grades

            


    

     

    Contractor
shall provide for the proper laying out of the construction Work, for making
measurements and for establishing temporary or permanent reference marks in
connection with the construction Work and Plant.  Contractor shall
ensure that all improvements constructed in connection with the Work are
constructed within the boundaries of the Property Site as delineated in Appendix
P, Legal Description of Property Site,

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    Confidential
Information

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    and do
not encroach on any easements, rights of way or other improvements existing on
the Property Site as delineated in Appendix P, Legal Description of Property
Site.  FPL may at its sole discretion and cost, check the reference
marks, lines, grades and measurements so established.  Contractor
shall carefully preserve all monuments, bench marks and reference
points.  In case of its destruction thereof, Contractor will be
responsible for all damages, costs and expenses related to their replacement and
for any mistake or loss of time that may result therefrom.  Permanent
monuments or bench marks which must be removed or disturbed shall be protected
until they can be properly referenced for relocation.  Contractor
shall furnish materials and assistance for the proper replacement of such
monuments or bench marks.

     

    
      	
              3.30

            	
              Temporary
      Structures

            


    

     

    Temporary
structures for offices, quarters, storage and other uses for Contractor, its
Subcontractors and Vendors and FPL shall be constructed only in locations
approved by FPL.  Contractor shall erect temporary walls, bulkheads or
fences where required to isolate the construction area from adjacent property in
order to increase safety and security and to minimize noise, dust and dirt from
affecting the property surrounding the Job Site.

     

    
      	
              3.31

            	
              Weatherproof
      Coverings

            


    

     

    Contractor
shall provide adequate and sufficient weatherproof and flame resistant coverings
for outdoor storage at the Job Site.  The cover or sheeting shall be
tied down to prevent moisture from damaging the Equipment.

     

    
      	
              3.32

            	
              Intellectual
      Property Rights.

            


    

     

    
      	
              3.32.1

            	
              Contractor
      agrees to grant and hereby grants to FPL an irrevocable, permanent,
      non-exclusive, royalty-free license to utilize all of Contractor’s trade
      secrets, patents, copyrights, trademarks, proprietary rights or
      information, licenses and other intellectual property rights
      (collectively, the “Intellectual Property Rights”) and the Intellectual
      Property Rights of third parties (to the extent of Contractor’s rights
      thereto which can be transferred without violation of obligations owed to
      such third parties), to the extent now existing or developed primarily for
      the Project, related to the Work, to the extent reasonably necessary for
      completion, design, construction, installation, operation, maintenance,
      repair, or replacement of the Project, or Contractor’s expansion,
      modification, or alteration of the Project (or any subsystem or component
      thereof designed, specified, or constructed by Contractor under this
      Agreement).

            


    

     

    
      	
              3.32.2

            	
              FPL
      shall have the right to assign the benefit of such license to any
      Financing Party in connection with granting a security interest in the
      Project or any portion thereof, to a purchaser in connection with a
      transfer of the Project, or to any subsequent purchaser or assignee of
      same.  Any such purchaser or assignee shall acquire such license
      subject to the same terms and restrictions as stated in this Section
      3.32.

            


    

     

    
      	
              3.32.3

            	
              Contractor
      shall, prior to directing any Subcontractor to produce any design or
      engineering work in connection with the Project, obtain a valid written
      assignment of all applicable Intellectual Property Rights from such
      Subcontractor in terms identical to those that obligate Contractor to FPL
      as expressed in this Section 3.32, which Intellectual Property Rights
      Contractor hereby assigns to FPL.

            


    

     

    
      	
              3.32.4

            	
              Should
      Contractor or any employee or agent of Contractor make any invention or
      discovery in connection with performing the Work, such invention or
      discovery shall be deemed to be the sole and exclusive property of
      Contractor.  To the extent FPL has any right or title thereto or
      interest therein, FPL hereby assigns (and shall cause the assignment of)
      all such right and title to, and interest in, any such invention or
      discovery to Contractor.  FPL shall, at Contractor’s expense and
      request, cooperate in pursuing and effecting the transfer to Contractor of
      all of FPL’s right and title to and interest in any such invention or
      discovery, including, without limitation, executing or causing the
      execution of assignments and applications, and assign with prosecution and
      enforcement of rights with respect to any such invention or discovery,
      including, without limitation, executing patent applications and powers of
      attorney with respect
thereto.  ***.

            


    

    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              3.32.5

            	
              This
      Section 3.32, shall survive the expiration or termination of this
      Agreement.

            


    

     

    
      	
              3.33

            	
              Emergencies

            


    

     

    In the
event of any emergency that endangers or could endanger life or property,
Contractor shall take such action as may be reasonable and necessary to prevent,
avoid or mitigate injury, damage or loss and shall, as soon as possible, report
any such incidents, including Contractor’s response and actions with respect
thereto, to FPL.

     

    
      	
              3.34

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
              3.35

            	
              Wastewater,
      Potable Water 

            


    

     

    Contractor
shall supply at its expense all raw, potable and other water at the Job Site as
necessary in connection with the installation, start-up and testing of the
Plant.  Contractor shall dispose of all wastewater in conformance with
Applicable Law and Applicable Permits.

     

    
      	
              3.36

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
              3.37

            	
              Start
      Up Process

            


    

     

    Contractor
shall perform the Plant start-up in accordance with the process set forth in
Appendix A, Scope of Work.  Whenever FPL’s staffing situation permits,
FPL and Contractor shall mutually agree upon and utilize qualified FPL seconded
personnel for start-up leadership positions, including the technical start-up
manager and key start-up supervision positions; provided, however, Contractor
shall remain fully responsible for all acts and omissions of such personnel in
connection with the commissioning and operation of the Plant until the
Provisional Acceptance Date as if Contractor had independently engaged such
personnel, and be responsible for all acts and omissions of such personnel after
the Provisional Acceptance Date if such acts or omissions are taken at the
direction of Contractor.

     

    
      	
              3.38

            	
              Accommodations
      Regarding Testing

            


    

     

    Contractor
shall (excluding any action which will affect Contractor’s ability to complete
the Work within the time required pursuant to this Agreement or increase
Contractor’s cost to complete the Work) coordinate with FPL the scheduling of
any Test, which efforts may include modification of Contractor’s planned test
program to maximize the value of energy sold.  Contractor shall
coordinate such Test with the dispatch schedule for the Plant, so as not to
interfere with FPL’s or its Affiliates’ obligations with respect
thereto.

     

    
      	
              3.39

            	
              Access

            


    

     

    Contractor
shall use only the entrance(s) to the Job Site specified by FPL for ingress and
egress of all personnel, equipment, vehicles, and
materials.  Contractor shall perform the Work consistent and in
accordance with FPL’s ownership, license and easement rights in and to the Job
Site.

     

    
      	
              3.40

            	
              Nature
      of Obligations

            


    

     

    Except as
expressly stated to the contrary herein, the Contract Price includes the cost of
completion of all the foregoing obligations.  Contractor hereby agrees
that it shall be ultimately responsible for the performance of all activities,
which may be necessary and desirable for the full performance of the Scope of
Work, all in accordance with the Contract Documents.

     

    ARTICLE
IV.

    CERTAIN
OBLIGATIONS OF FPL

     

    
      	
              4.1

            	
              Permits

            


    

     

    FPL
shall, with Contractor’s reasonable assistance (to be provided at no cost to
FPL), timely obtain and maintain, at its own cost and expense, all FPL
Permits.  In addition, FPL shall execute such applications as
Contractor may reasonably request in connection with obtaining any of the
Contractor Permits; provided, that FPL shall provide Contractor with such
information and documentation, at no cost to FPL, as Contractor shall reasonably
request in order to execute such applications.  FPL shall deliver to
Contractor evidence that the FPL Permits necessary to begin construction of the
Plant have been received by FPL or, if any such

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    required
FPL Permit has not actually been issued, that it has been approved for issuance,
or in the opinion of FPL, will be approved for issuance.

     

    
      	
              4.2

            	
              Interconnection
      Facilities

            


    

     

    At least
thirty (30) days prior to the Provisional Acceptance Date, FPL shall give
Contractor reasonable access to the FPL Interconnection Facilities.

     

    
      	
              4.3

            	
              FPL
      Obligations in Scope of Work

            


    

     

    FPL shall
comply with each and every obligation and duty assigned to FPL in the Scope of
Work.

     

    
      	
              4.4

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
              4.5

            	
              Access
      to Property Site

            


    

     

    Subject
to Section 3.37, Start Up Process, of Article III, CERTAIN OBLIGATIONS AND
RESPONSIBILITIES OF CONTRACTOR, and consistent with the terms of the Applicable
Permits and FPL’s ownership, license, and easement rights in and to the Job
Site, FPL shall make the Job Site reasonably available to Contractor and its
Subcontractors and Vendors and assure reasonable rights of ingress and egress to
and from the Job Site for Contractor and its Subcontractors and Vendors for
performance of the Work; provided, however, that Contractor shall coordinate
with FPL regarding:  (i) initial entry onto the Job Site or any part
thereof; and (ii) contact with the Persons who own property on or near, or have
granted license or easement rights in and to, the Job Site.  During
the period commencing on the Final Acceptance Date and ending at the expiration
of the Warranty Period provided in Section 12.1.4(c), FPL shall make the Job
Site reasonably available to Contractor for the sole purpose of monitoring FPL’s
compliance with operation and maintenance manuals and manufacturers’ guidelines
applicable to the Equipment in connection with Contractor’s satisfaction of its
warranty obligations under Article 12, Contractor’s Warranties.

     

    
      	
              4.6

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
              4.7

            	
              Description
      of Property Site

            


    

     

    On or
before thirty (30) days after the date of the Agreement, FPL shall deliver to
Contractor a boundary survey of the Property Site.  Contractor may
rely on such boundary survey for the sole purpose of establishing the boundaries
of the Property Site.

     

    
      	
              4.8

            	
              Notice
      of Financial Closing

            


    

     

    FPL shall
give Contractor prompt written notice of the scheduled and actual date of
Financial Closing.

     

    
      	
              4.9

            	
              FPL
      Taxes

            


    

     

    FPL shall
pay all real property taxes assessed against the Property Site and any permanent
use charges (but excluding charges and taxes for utilities and fuel to be
supplied by Contractor as required hereunder, which shall be Contractor’s
responsibility), and, subject to Section 3.24, Contractor Taxes, of Article III,
CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR FPL, shall be responsible
for the payment of, or reimbursement to Contractor of, state or local sales
and/or use taxes assessed by the State of Florida (or any city, county or
municipality therein) in connection with the purchase of all Equipment, except
for such taxes FPL contests in good faith, in each case including any such taxes
resulting from a Change In Law (collectively, “FPL Taxes”).  In the
event that FPL is required to pay additional Taxes, penalties or interest
because Contractor failed to follow written instructions of FPL appropriately or
to comply with its obligations under Section 3.24, Contractor Taxes, of Article
III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR FPL, Contractor
shall be responsible for the cost of such additional Taxes, penalties or
interest within thirty (30) days of FPL’s request therefor.

     

    
      	
              4.10

            	
              FPL’s
      Cooperation

            


    

     

    At no
additional cost to FPL, FPL shall make reasonable efforts to supply to
Contractor, in a timely manner, either directly or indirectly, material
information and data that is available to FPL and that is required for the
performance of the Work; provided, however, FPL does not warrant the correctness
of the information and

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    documentation
provided hereunder.  Although FPL may provide or may have provided
Contractor with copies of certain studies, reports or other information
(including oral statements), Contractor acknowledges and agrees
that:

     

    
      	
              4.10.1

            	
              All
      such documents or information have been or will be provided as background
      information and as an accommodation to
  Contractor;

            


    

     

    
      	
              4.10.2

            	
              FPL
      makes no representations or warranties with respect to the accuracy of
      such documents or the information (including oral statements) or opinions
      therein contained or expressed; and

            


    

     

    
      	
              4.10.3

            	
              It
      is not relying on FPL for any information, data, inferences, conclusions,
      or other information with respect to the Job Site (other than the boundary
      survey referred to in Section 4.7, Description of Property Site),
      including the surface and subsurface conditions of the Job Site and the
      surrounding areas.

            


    

     

    
      	
              4.11

            	
              FPL’s
      Representative

            


    

     

    No later
than the date of this Agreement, FPL shall designate in writing one or more
representatives at the Property Site (at least one of whom shall be at the Job
Site during normal business hours) who shall act as the point of contact for
both Contractor and the Independent Engineer with respect to the prosecution of
the Work, administration of the Contract Documents on behalf of FPL, approval of
Contractor’s submissions hereunder and inspection of the Work, as reasonably
necessary for Contractor’s performance of the Work; provided that such
representative(s) shall not be authorized to execute or make any amendments to,
authorize Change Orders in respect of, or provide waivers under, this
Agreement.  FPL shall provide Contractor with prior written notice in
the event that it designates any additional representatives or removes any
existing representatives.

     

    
      	
              4.12

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
              4.13

            	
              Operation
      and Maintenance

            


    

     

    Subject
to Contractor’s removal rights set forth in Section 3.22, Training of O&M
Personnel, of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
CONTRACTOR, FPL shall, commencing fifteen (15) days prior to the anticipated
Provisional Acceptance Date (as determined by FPL based on the circumstances
existing at the time of determination), provide O&M Personnel with skills
and training appropriate for the operation of a photovoltaic solar power plant
reasonably required for training by Contractor as provided in accordance with
Section 3.22, Training of O&M Personnel, of Article III, CERTAIN OBLIGATIONS
AND RESPONSIBILITIES OF CONTRACTOR, and for testing, start-up, operation,
commissioning, and maintenance of the Project; provided, however, that
Contractor shall remain solely responsible for performing the Work in accordance
with this Agreement, including Contractor’s obligation to achieve Mechanical
Completion and Provisional Acceptance on or before the Guaranteed Provisional
Acceptance Date, regardless of any act, omission, failure, non-achievement,
negligence or non-performance of such O&M Personnel.

     

    ARTICLE
V.

    PROJECT
SCHEDULE

     

    
      	
              5.1

            	
              Commencement
      of Work

            


    

     

    Prior to
the issuance of the Notice to Proceed, Contractor shall commence and diligently
pursue completion of the Work only to the extent provided in a Limited Notice to
Proceed issued pursuant to Section 5.2.2.

     

    
      	
              5.2

            	
              Notice
      to Proceed

            


    

     

    
      	
              5.2.1

            	
              Commencement
      Date.  Between two to eight (2-8) weeks before Contractor
      will construct improvements at, or deliver materials to, the Job Site that
      may be insured pursuant to a Builder’s Risk Policy, Contractor shall
      deliver in writing to FPL a notice setting forth the Commencement
      Date.

            


    

     

    
      	
              5.2.2

            	
              Limited
      Notice to Proceed.  Prior to the issuance of the Notice
      to Proceed, FPL may issue one or more Limited Notices to Proceed;
      provided, however, if the Limited Notice to Proceed has not been issued by
      FPL pursuant to Section 5.2.3 below, on or before August 1, 2008 (the
      “Latest Limited Notice to Proceed Date”), Contractor shall be entitled to
      a day-for-day extension of the Guaranteed Provisional
      Acceptance

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    Date and
all Critical Milestone Dates related thereto for each day after August 1, 2008,
that FPL has failed to issue a Limited Notice to Proceed, in each case extension
shall be Contractor’s sole and exclusive remedy for such failure and Contractor
shall not be entitled to claim an FPL Caused Delay with respect to such
failure.  The date on which FPL provides Contractor with a Limited
Notice to Proceed, if at all, pursuant to Section 5.2.3 below, shall be the
“Limited Notice to Proceed Date”.  Any Work described in a Limited
Notice to Proceed shall be subject to the terms of this Agreement and Contractor
shall commence such portion of the Work after the Limited Notice to Proceed Date
set forth therein and thereafter diligently pursue that portion of such
Work.  Any payment by FPL with respect to such portions of the Work
shall be determined and applied to the Contract Price in accordance with Article
VII hereof.

     

    
      	
              5.2.3

            	
              Limitation
      on Work Prior to Notice to Proceed.  A Limited Notice to
      Proceed, issued pursuant to this Section 5.2.3, if any, shall authorize
      Contractor to commence performance of the Work; provided, however,
      Contractor may not perform any construction activities at the Job Site;
      and further provided, Contractor shall not enter into any contract,
      agreement or purchase order (or any obligation or commitment with respect
      thereto) with a Subcontractor or Vendor without the prior written consent
      of FPL (which consent may be granted or withheld in FPL’s sole
      discretion).

            


    

     

    
      	
              5.2.4

            	
              Notice
      to Proceed.  The Business Day after which FPL provides
      Contractor with the Notice to Proceed shall be the “Notice to Proceed
      Date”; provided, however, that the Notice to Proceed Date shall not be
      later than January 1, 2009 (the “Latest Notice to Proceed
      Date”).  On the Notice to Proceed Date, Contractor shall
      commence and shall thereafter diligently pursue all of the Work assigning
      to it a priority that should reasonably permit the attainment of
      Provisional Acceptance on or before the Guaranteed Provisional Acceptance
      Date.  Contractor shall proceed with the performance of the Work
      in accordance with the Project
Schedule.

            


    

     

    
      	
              5.2.5

            	
              Delay
      in Notice to Proceed.  If a Notice to Proceed has not
      been issued by the Latest Notice to Proceed Date, and such failure causes
      an increase in the Contract Price or time required for performance of the
      Work, then Contractor shall promptly notify FPL thereof in writing and FPL
      may either (i) issue a Change Order to address such failure in which event
      the Latest Notice to Proceed Date shall be extended for thirty (30) days
      and the procedure set forth herein shall be repeated upon the expiration
      of each additional thirty (30) day period; or (ii) terminate this
      Agreement pursuant to Section 15.3,and FPL shall only be obligated to pay
      Contractor an amount equal to any applicable Termination
      Payment.  If this Agreement is terminated pursuant to this
      Section 5.2.5, then except as set forth in Section 15.3, neither Party
      shall have any further rights or obligations hereunder (other than such
      rights and obligations that by the express terms of this Agreement survive
      the expiration or earlier termination of this Agreement or as otherwise
      set forth in a Limited Notice to
Proceed).

            


    

     

    
      	
              5.3

            	
              Project
      Schedule.

            


    

     

    
      	
              5.3.1

            	
              Contractor
      shall perform the Work in compliance with the Project Schedule, including
      completing the Work required by the Guaranteed Provisional Acceptance Date
      and the Final Acceptance Date.  Contractor hereby covenants and
      warrants to FPL that in undertaking to complete the Work in accordance
      with the terms hereof, Contractor has taken into consideration and made
      reasonable allowances for hindrances and delays incident to such Work not
      caused by FPL.  Contractor shall provide the reports as required
      herein, and provide any further information required by FPL as FPL, the
      Financing Parties or the Independent Engineer may reasonably request to
      verify actual progress and forecast future progress of the
      Work.  Contractor shall promptly notify FPL in writing of any
      occurrence that Contractor has reason to believe will adversely affect the
      completion of the Work by the Guaranteed Provisional Acceptance Date or
      materially adversely affect completion of the Work in accordance with the
      Project Schedule.  Contractor will specify in said notice the
      corrective action planned by Contractor to overcome the effect of the
      delay or potential delay.

            


    

     

    
      	
              5.3.2

            	
              Without
      limiting the obligations of Contractor under Section 5.3.1, above,
      Contractor shall provide, together with its monthly status reports
      required hereunder, a project schedule and any updates thereto that
      provide for the orderly, practicable and expeditious completion of the
      Work in accordance with the requirements of the Contract
      Documents.  The project schedule and any update shall be
      presented

            


    

    


    
      
        
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PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    electronically
on a monthly basis and in such reasonable detail as FPL and the Independent
Engineer may require and shall address all material elements of the
Work.  Additionally, the updated project schedule shall be made
available to FPL monthly, and as otherwise reasonably requested by FPL, in MS
Project format on a computer located at the Property Site.  Contractor
shall consult with FPL in connection with each update provided under this
paragraph.  Notwithstanding anything contained herein to the contrary,
in the absence of a Change Order, no update to the project schedule shall in any
way amend, alter or otherwise change the Project Schedule or the Guaranteed
Provisional Acceptance Date.

     

    
      	
              5.3.3

            	
              Adequate
      Assurance.  In the event FPL reasonably believes
      Contractor’s completion of any Critical Milestone set forth in Appendix C,
      Critical Milestones and Milestones, will not be completed by the date
      required therein, FPL shall notify Contractor in writing, and Contractor
      shall, within seven (7) days of receipt of FPL’s notice, provide to FPL a
      written plan detailing the activities or sequence of events Contractor
      will implement to assure completion of the Critical Milestone by the date
      required in Appendix C, Critical Milestones and Milestones, and Contractor
      shall promptly implement such activities and sequence of
      events.  In the event Contractor fails to complete any of the
      Critical Milestones by the date required in Appendix C, Critical
      Milestones and Milestones, Contractor shall provide to FPL a written
      recovery plan that will demonstrate achievement of the Critical Milestone
      at the earliest possible date to minimize delay of the Project Schedule
      and Contractor shall promptly implement any such recovery
      plan.  Such recovery plan shall include, without limitation,
      reasonable evidence of increases in Contractor’s work force, increases in
      the number of shifts, overtime operations, additional days of Work per
      week, and such other evidence (including Critical Path schedule analysis)
      as necessary for the timely completion of the Work in accordance with the
      Contract Documents.  Approval by FPL and the Independent
      Engineer of such plan shall not:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Be
      deemed in any way to have relieved Contractor of its obligations under
      this Agreement relating to the failure to achieve Mechanical Completion or
      Provisional Acceptance by the Guaranteed Provisional Acceptance
      Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Be
      a basis for an increase in the Contract Price;
  or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Limit
      the rights of FPL under Section 11.2, Schedule Liquidated Damages, of
      Article XI, CONTRACTOR GUARANTEES AND LIQUIDATED
  DAMAGES.

            


    

     

    
      	
               
      

            	
               

            	
              Further,
      Contractor acknowledges that the implementation of any such recovery plan
      may result in material additional costs and expenditures for Contractor
      (including by way of overtime, additional crews and/or additional
      shifts).  Contractor agrees that it shall not be entitled to a
      Change Order or any other compensation or increase in the Contract Price
      in connection with the implementation of any such recovery
      plan.

            


    

     

    
      	
              5.3.4

            	
              No
      later than fifteen (15) days following the date hereof, Contractor shall
      prepare and submit to FPL for review and comment a preliminary draft of
      the Critical Path, in form and content acceptable to FPL.  Upon
      receipt of comment from FPL, Contractor shall either promptly make changes
      to the Critical Path as suggested by FPL or negotiate and resolve in good
      faith with FPL such changes.  Upon approval of the Critical Path
      by the Parties, Contractor shall comply with the provisions
      thereof.  Contractor shall provide five (5) copies, as well as
      an electronic copy, of the Critical Path to FPL.  Contractor
      shall not revise or modify the Critical Path, except pursuant to a Scope
      Change Order mutually agreed by the
Parties.

            


    

     

    
      	
              5.3.5

            	
              In
      no event will Contractor’s failure to complete one or more Milestones by
      the date required for such Milestone change, delay or otherwise affect the
      required completion date for any other
  Milestone.

            


    

     

    
      	
              5.4

            	
              Acceleration
      of Work

            


    

     

    In
addition to the provisions of Sections 5.3.3, above, relating to delays in the
Work, in the event of delay, including any event which causes the prosecution of
the Work to fail to conform to the Project Schedule, FPL may, by notice to
Contractor, direct that the Work be accelerated by means of overtime, additional
crews or additional shifts or resequencing of the
Work.  If:

     

    
      	
               
      

            	
              (a)

            	
              Such
      delay arises from any FPL Caused Delay or Force Majeure Event;
      or

            


    

    


    
      
        
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EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
               
      

            	
              (b)

            	
              Contractor
      provides reasonable evidence to FPL that such delay results from a
      suspension pursuant to Section 15.4, Suspension by FPL for Convenience, of
      Article XV, TERMINATION.

            


    

     

    
      	
               
      

            	
               

            	
              then
      Contractor shall be entitled to reimbursement of increased cost as a
      result of such acceleration (i.e., premium portion of overtime pay,
      additional crew, shift or Equipment cost and such other items of
      incremental cost requested in advance by Contractor and approved by FPL
      which approval will not be unreasonably withheld) less savings or costs
      not incurred due to such acceleration, but expressly waives any other
      compensation therefor.  CONTRACTOR SHALL RECEIVE NO SUCH
      REIMBURSEMENT FOR COSTS ARISING OUT OF, AND CONTRACTOR SHALL BE SOLELY
      RESPONSIBLE FOR ANY COSTS INCURRED BY CONTRACTOR AS A RESULT OF,
      ACCELERATION RELATED TO ANY EVENT OTHER THAN THE EVENTS SPECIFICALLY
      DESCRIBED IN THIS SECTION 5.4, PARAGRAPHS (a) AND (b),
      ABOVE.  Contractor shall cause prosecution of the Work to
      conform to the Project Schedule within thirty (30) days after receiving
      written notice from FPL to accelerate the
Work.

            


    

     

    
      	
              5.5

            	
              Liquidated
      Damages

            


    

     

    Nothing
contained in this Article shall relieve Contractor of its obligation to pay
Schedule Liquidated Damages in the event that Provisional Acceptance is not
achieved by the Guaranteed Provisional Acceptance Date.

     

    ARTICLE
VI.

    CHANGE
ORDERS

     

    
      	
              6.1

            	
              Change
      Order at FPL’s Request.

            


    

     

    
      	
              6.1.1

            	
              FPL
      may at any time, by written notice to Contractor, request an addition to
      or deletion from or other changes in the Work or schedule therefor
      (together with any necessary or requested amendments to this Agreement
      with respect thereto) (hereinafter “Change” or “Changes”) by submitting a
      Request for Change Order in the form attached hereto as Appendix S, Form
      of Request for Change Order.  Contractor shall review and
      consider such requested Change and shall make a written response thereto
      within ten (10) days after receiving such request.  If
      Contractor believes that giving effect to any Change requested by FPL will
      increase or decrease its cost of performing the Work, shorten or lengthen
      the time needed for completion of the Work, require modification of its
      warranties in Article XII, CONTRACTOR’S WARRANTIES, or require a
      modification of any other provisions of the Contract Documents, its
      response to the Change request shall set forth such changes (including any
      amendments to the Contract Documents) that Contractor deems necessary as a
      result of the requested Change and its justification
      therefor.  If Contractor accepts the Changes requested by FPL
      (together with any amendments to the Contract Documents specified therein)
      or if the Parties agree upon a modification of such requested Changes, the
      Parties shall set forth the agreed upon Change in the Work and agreed upon
      amendments to the Contract Documents, if any, in a written change order
      signed by all Parties (a “Change Order”).  Each Change Order
      shall constitute a final settlement of all items covered therein,
      including any compensation for impact on, or delay or acceleration in,
      performing the Work.  If the Parties do not agree upon all terms
      of the Change Order, Contractor shall proceed with such Work and the
      dispute shall be resolved in accordance with Article XVII, DISPUTE
      RESOLUTION; provided that if the Parties are unable to reach agreement on
      the cost of a requested Change, Contractor shall perform the requested
      Change in accordance with Section 6.3, Changes to Contract Price,
      below.

            


    

     

    
      	
              6.1.2

            	
              FPL
      may at any time, by written notice to Contractor, propose Changes in the
      Work or the Project Schedule due to a Force Majeure Event or an FPL Caused
      Delay.  If there is a material impact that will actually,
      demonstrably, adversely and materially affect Contractor’s ability to
      complete one or more Critical Milestones by the required date as a result
      of such Force Majeure Event or an FPL Caused Delay, then the Parties agree
      to bargain reasonably and in good-faith for the execution of a mutually
      acceptable Change Order.  Force Majeure Events will only entitle
      Contractor to extensions of the Project
  Schedule.

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              6.2

            	
              Change
      Orders Requested by Contractor.

            


    

     

    
      	
              6.2.1

            	
              It
      is the intent of FPL and Contractor that the Scope of Work attached hereto
      as Appendix A, Scope of Work, includes all items necessary for the proper
      execution and completion of the Work.  As more particularly
      described in Section 3.1.3, Contractor’s Exclusions, of Article III,
      CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR work not described
      in the Scope of Work attached hereto as Appendix A, Scope of Work, shall
      not require a Change Order if such work is consistent with and reasonably
      inferable from the Scope of Work, so that an engineering, procurement and
      construction contractor of Contractor’s experience and expertise should
      have anticipated that the work would have been
  required.

            


    

     

    
      	
              6.2.2

            	
              Subject
      to Section 6.2.3, below, Contractor may at any time, by written notice to
      FPL, request a Change in the Work (together with any necessary or
      requested amendments to the Contract Documents) and FPL may accept or
      reject such request in its sole discretion.  If Contractor
      believes that such requested Change will increase or decrease its cost of
      performing the Work, lengthen or shorten the time needed for completion of
      the Work, require modification of its warranties in Article XII,
      CONTRACTOR’S WARRANTIES, or require a modification of any other provisions
      of the Contract Documents, it shall notify FPL of such, setting forth its
      justification for and effect of such changes, within ten (10) days after
      making a request for a Change.  If FPL accepts the Changes
      requested by Contractor (together with amendments to the Contract
      Documents specified therein, if any), or if the Parties agree upon a
      modification of such requested Changes, the Parties shall set forth the
      agreed upon Change in the Work and agreed upon amendments to the Contract
      Documents, if any, in a written Change Order signed by all
      Parties.  For the avoidance of doubt, the Parties agree that
      FPL’s representative referred to in Section 4.11 shall not have authority
      to approve Change Orders.  The Parties acknowledge and agree
      that one or more of the documents and agreements, including agreements
      with Subcontractors, may not be amended orally or through course of
      conduct.  The Parties hereby express their intention that this
      Agreement will not be modified orally, through course of conduct or
      otherwise (regardless of whether any other agreements or documents
      relating to this Project have been so amended or
  modified).

            


    

     

    
      	
              6.2.3

            	
              Contractor
      may at any time, by written notice to FPL, propose Changes in the Work or
      the Critical Milestones due to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      Force Majeure Event, provided that such Force Majeure Event has an impact
      that will actually, demonstrably, adversely and materially affect
      Contractor’s ability to complete one or more Critical Milestones by the
      required dates and further provided that Contractor complies with
      requirements provided in Article XIV, FORCE MAJEURE EVENT AND FPL CAUSED
      DELAY, and Section 6.2.2, above;

            


    

     

    
      	
               
      

            	
              (b)

            	
              An
      FPL Caused Delay, provided that such FPL Caused Delay has a demonstrable
      material cost increase to Contractor and/or schedule impact that will
      actually, demonstrably, adversely and materially affect Contractor’s
      ability to complete one or more Critical Milestones by the required dates
      and further provided that Contractor complies with the requirements set
      forth in Article XIV, FORCE MAJEURE EVENT AND FPL CAUSED
      DELAY;

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      Change In Law, provided that such Change In Law prevents Contractor from
      performing all or a portion of the Work, has a demonstrable material cost
      increase to Contractor and/or has a schedule impact that will actually,
      demonstrably, adversely and materially affect Contractor’s ability to
      complete one or more Critical Milestones by the required dates, and
      further provided that Contractor shall diligently make adjustments to
      minimize the effect of such Change In Law on the Project;
    or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Certain
      unforeseeable subsurface conditions but only to the extent provided in
      Section 3.4.4, Differing Condition, of Article III, CERTAIN OBLIGATIONS
      AND RESPONSIBILITIES OF CONTRACTOR.

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      Unless
the foregoing conditions are met, Contractor may not request a Change in the
Work or Critical Milestones due to a Force Majeure Event, FPL Caused Delay,
Change In Law or unforeseeable subsurface conditions.

    

     

    
      	
              6.2.4

            	
              If
      FPL agrees that Contractor has met all of the applicable conditions
      precedent for a requested Change, then the Parties agree to bargain
      reasonably and in good faith for the execution of a mutually acceptable
      Change Order.  Force Majeure Events will only entitle Contractor
      to extensions of the Project Schedule.  If in such event the
      Parties are unable to agree on a mutually acceptable Change Order, then
      the dispute shall be resolved in accordance with Article XVII, DISPUTE
      RESOLUTION.  Any extension permitted under this Section shall be
      of an equitable duration designed to reflect the delay actually caused by
      the relevant event despite Contractor’s reasonable efforts to mitigate the
      same.

            


    

     

    
      	
              6.2.5

            	
              Intentionally
      Deleted.

            


    

     

    
      	
              6.2.6

            	
              If
      Contractor knows of circumstances or events that do or may require a
      Change in the Work or Project Schedule, and Contractor does not provide
      written notification to FPL of such within fifteen (15) days after the
      date Contractor knows or should have known (in the exercise of due
      diligence) of such circumstances or events, then Contractor shall not have
      any right to request or require any additional consideration or other
      changes as to cost, schedule, warranty obligations or other provisions
      hereof, and Contractor shall have waived any claims or offsets against
      FPL, with respect to any Change Order or any necessary Change in the Work
      or Project Schedule arising out of such circumstances or
      events.

            


    

     

    
      	
              6.3

            	
              Changes
      to Contract Price; Disputes

            


    

     

    A Change
Order initiated by either Party may have the effect of either increasing or
decreasing the Contract Price.  Any Contractor response to a Change
Order under Section 6.1, Change Order at FPL’s
Request, above, and any Contractor request for Changes under Section 6.2, Change
Orders Requested by Contractor, above, shall be accompanied by a proposed all
inclusive final lump sum cost (separating materials and labor) to
FPL.  ***.

     

    
      	
              6.4

            	
              Information
      Requests

            


    

     

    FPL may
request that Contractor provide written information (prior to the issuance of a
request for Changes) regarding the effect of a contemplated Change on pricing,
scheduling, warranty obligations or on other terms of the Contract
Documents.  The purpose of such a request will be to determine whether
or not a Change will be implemented.  Contractor shall provide the
requested information within fourteen (14) days after the receipt of said
request.  Contractor will be allowed to reasonably delay its response
to such request to the extent that fulfilling such request would significantly
delay progress on the Work, unless FPL agrees to extend the required completion
date for the affected Milestone.  Such an information request is not a
Change Order and does not authorize Contractor to commence performance of the
contemplated change in Scope of Work.

     

    
      	
              6.5

            	
              Minor
      Changes

            


    

     

    FPL shall
have the direct authority to issue clarifications and order minor changes in the
Work, effected by written order, which do not involve any adjustment to the
Contract Price or the Guaranteed Provisional Acceptance Date and do not require
Contractor to incur any additional material cost or expense; provided that such
clarifications and changes are consistent with the intent of the Contract
Documents.  Such clarifications and changes shall be binding on FPL
and Contractor.  Contractor shall carry out such written 

     

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    orders promptly and Contractor shall receive no additional
compensation therefor, nor shall there be any change to the Contract
Documents.

     

    ARTICLE
VII.

    CONTRACT
PRICE; PAYMENTS TO CONTRACTOR

     

    
      	
              7.1

            	
              Contract
      Price

            


    

     

    Subject
to the following provisions of this Section 7.1, FPL shall pay Contractor the
Contract Price, equal to *** Dollars ($***), as full payment for all Work
to be performed by Contractor under the Contract Documents.  Except as
expressly set forth in this Agreement, no amounts in addition to the Contract
Price will be payable to Contractor with the exception of sales tax
reimbursement, if any, pursuant to Section 4.9, FPL Taxes, of Article IV,
CERTAIN OBLIGATIONS OF FPL.  FPL shall pay to Contractor the Contract
Price in accordance with the Construction and Milestone Payment Schedule,
subject to retention as provided in the following sentence.  Subject
to the terms and conditions of this Agreement, (i) an amount equal to ***
percent (***%) of each completion payment set forth in the Construction and
Milestone Payment Schedule shall be paid in accordance with the Construction and
Milestone Payment Schedule, (ii) *** percent (***%) of the remainder of each
completion payment set forth in the Construction and Milestone Payment Schedule
(subject to reductions to the Contract Price in accordance with the following
paragraph of this Section 7.1 and Section 10.5), except for the final payment
due and payable at Final Acceptance, as set forth on the Construction and
Milestone Payment Schedule, shall be paid upon Provisional Acceptance and (iii)
the remainder of each completion payment set forth in the Construction and
Milestone Payment Schedule (subject to reductions to the Contract Price in
accordance with the following paragraph of this Section 7.1 and Section 10.5)
not previously paid shall be paid upon Final Acceptance.  Payments
owing by FPL hereunder not paid by the end of the cure period provided for in
Section 15.6.1 shall bear interest from the date due until the date paid at a
rate per annum equal to ***.

    


    Notwithstanding
the foregoing, the Contract Price may be increased as follows:

    


     

    
      	
               
      

            	
              (a)

            	
              Contractor
      shall use good faith efforts to assess the feasibility of, and obtain a
      recommendation from a structural engineer licensed in the State of Florida
      to, construct the interior portion of the Plant on driven piers acceptable
      to FPL, as more particularly described in Section 6.3 of Appendix A, Scope
      of Work (the “Driven Pier Design”) and in the event that the structural
      engineer determines that the Driven Pier Design is not feasible,
      Contractor shall provide written notice thereof to FPL and Contractor
      shall submit, and the Parties shall agree upon, a Change Order to (i)
      effect the foundation option described in Section 6.3 of Appendix A, Scope
      of Work and (ii) increase the Contract Price by the additional amount
      necessary to effect such option, which in no event shall exceed
      $***.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      completion of the procurement and installation of switchgear for the Work
      provided for in Section 2.3 of Appendix A, Scope of Work and the final
      determination of the actual cost thereof, Contractor shall submit and the
      Parties shall agree upon a Change Order to increase the Contract Price by
      *** percent (***%) of such actual cost, but in no event shall such
      increase exceed
$***.    

            


    

     

    
      	
              7.2

            	
              Requests
      for Payment

            


    

     

    FPL shall
pay the relevant portion of the Contract Price as set forth in Section 7.1
within *** (***) days after its receipt of a Request for Payment, provided that
Contractor has delivered the Letter of Credit required pursuant to Section 7.5,
Letter of Credit, below, and all Lien waivers in accordance with Section 7.6,
Liens, below.  FPL shall deduct from the amount requested in the
applicable Request for Payment the following amounts, if any:

    


     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (a)

              	
                Schedule
      Liquidated Damages payable by
Contractor;

              


      

       

    

    
      	
               
      

            	
              (b)

            	
              Amounts
      withheld pursuant to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Section
      7.3.3, Protect FPL From Loss;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Section
      7.6.1, Satisfaction of Liens, below;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Reasonable
      costs incurred by FPL in enforcing:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Section
      6.2.2, of Article VI, CHANGE
ORDERS;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Section
      14.5, Notice of FPL Caused Delay, of Article XIV, FORCE MAJEURE AND FPL
      CAUSED DELAY; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Any
      other provision hereof (including attorneys’ and other consultants’ fees)
      regardless of whether such provisions expressly provide for withholding or
      set-off.

            


    

     

    
      	
              7.3

            	
              General
      Provisions For Payments.

            


    

     

    
      	
              7.3.1

            	
              If
      applicable, any payment by FPL shall be accompanied by a notice to
      Contractor specifying the amount of each deduction and setting forth the
      reason(s) why the deduction is justified; provided that FPL’s failure to
      provide any such notice shall not result in a breach hereof or be deemed a
      waiver of any right to deduct any amount
      hereunder.  NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
      THE CONTRARY, FAILURE BY FPL TO PAY ANY AMOUNT DISPUTED IN GOOD FAITH
      UNTIL RESOLUTION OF SUCH DISPUTE IN ACCORDANCE WITH THIS AGREEMENT SHALL
      NOT ALLEVIATE, DIMINISH, OR MODIFY IN ANY RESPECT CONTRACTOR’S OBLIGATIONS
      TO PERFORM HEREUNDER, INCLUDING CONTRACTOR’S OBLIGATION TO MEET THE
      GUARANTEED PROVISIONAL ACCEPTANCE
DATE.

            


    

     

    
      	
              7.3.2

            	
              Failure
      or forbearance on the part of FPL in withholding any amounts due under a
      Request for Payment or invoice shall not be construed as accepting or
      acquiescing to any disputed claims.  In addition, the making of
      any payment by FPL shall not constitute an admission by it that the Work
      covered by such payment (or any Work previously performed) is satisfactory
      or timely performed, and FPL shall have the same right to challenge the
      satisfactoriness and timeliness of such Work as if it had not made such
      payment.  If, after any such payment has been made, it is
      subsequently determined by FPL, acting reasonably, that Contractor was not
      entitled to all or a portion of any such payment, Contractor shall
      promptly refund all or a portion of such payment to
  FPL.

            


    

     

    
      	
              7.3.3

            	
              Protect
      FPL From Loss.  Notwithstanding any other provision to
      the contrary contained herein, FPL, in addition to its rights set forth in
      Section 7.5, Letters of Credit, shall have no obligation to make payments
      to Contractor hereunder and FPL may decide not to certify payment or may
      nullify the whole or a part of a certification for payment made pursuant
      to a previous Request for Payment to such extent as may be necessary in
      FPL’s opinion to protect FPL from loss because
  of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Defective
      Work not remedied;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Third
      party claims filed (including Liens), or reasonable evidence indicating
      probable filing of such claims;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Failure
      of Contractor to make payments when due to Subcontractors or
      Vendors;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Damage
      to FPL or another contractor, including damage to the property of FPL or
      any of its Affiliates but only to the extent Contractor may be liable for
      such damage pursuant to this
Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Contractor’s,
      or any Subcontractor’s or Vendor’s failure to carry out the Scope of Work
      in accordance with the Contract
Documents;

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      occurrence of a Contractor Event of
Default;

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                 
      

              	
                (g)

              	
                A
      good faith determination by FPL that Contractor cannot, with prompt and
      reasonable acceleration of the Work, achieve Provisional Acceptance before
      the Guaranteed Provisional Acceptance Date; provided, however, the amount
      withheld or retained on account of this paragraph, shall not exceed the
      amount of Schedule Liquidated Damages which would be payable under
      Section 11.2, Schedule Liquidated Damages, of Article XI, CONTRACTOR
      GUARANTEES AND LIQUIDATED DAMAGES, on account of the then estimated delay
      in Provisional Acceptance;

              


      

       

    

    
      	
               
      

            	
              (h)

            	
              Contractor’s
      failure to deliver a recovery plan acceptable to FPL as set forth
      in:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Section
      5.3.3, Adequate Assurance, of Article V, PROJECT SCHEDULE,
    or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      failure of Contractor to cause the prosecution of the Work to conform to
      any such recovery plan accepted by
FPL;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Contractor’s
      failure to deliver any Contractor Deliverable to FPL on or before the date
      such item is scheduled to be delivered;
or

            


    

     

    
      	
               
      

            	
              (j)

            	
              Contractor’s
      failure to remove and replace, or cause any Subcontractor or Vendor to
      remove and replace, within ten (10) days after receiving notice pursuant
      to Section 3.11.11, Replacement at FPL’s Request, of Article III, CERTAIN
      OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR, any employee of Contractor
      or such Subcontractor or Vendor who is employed in the Work or the
      warranty obligations of Contractor or such Subcontractor or
      Vendor.

            


    

     

    
      	
               
      

            	
               

            	
              Notwithstanding
      the provisions of Section 15.7, Termination by Contractor Due to FPL
      Default, of Article XV, TERMINATION, and 17.3, Continuing Obligations and
      Rights, of Article XVII, DISPUTE RESOLUTION, Contractor shall not have any
      rights of termination or suspension under such Sections as a result of
      FPL’s exercise or attempted exercise of its rights under this Section
      7.3.  FPL shall release payments withheld pursuant to this
      Section 7.3.3 within *** (***) days from the date when
      Contractor cures all such breaches to the satisfaction of
    FPL.

            


    

     

    
      	
              7.3.4

            	
              Each
      payment made pursuant to this Article shall be paid directly to
      Contractor.  Such payment shall be wire-transferred to an
      account or accounts designated by Contractor in its Request for
      Payment.

            


    

     

    
      	
              7.4

            	
              Intentionally
      Deleted.

            


    

     

    
      	
              7.5

            	
              Letters
      of Credit

            


    

     

    Simultaneously
with the execution of this Agreement, Contractor shall, at its own expense,
cause the LC Issuing Bank to issue and maintain, by renewal or replacement, for
the periods specified herein, an irrevocable, unconditional, transferable,
standby, revolving letter of credit in favor of FPL meeting the requirements of
this Section 7.5, and in form and substance as set forth on Appendix U, Form of
Letter of Credit, (the “Letter of Credit”) and such Letter of Credit must
provide for draws in the United States.  The Letter of Credit shall
constitute security for Contractor’s obligations hereunder.  All fees
and charges, including, without limitation, issuing, commitment and operation
fees and charges, relating to the Letter of Credit shall be borne by
Contractor.  The Letter of Credit shall comply with and be subject to
the following terms and conditions:

     

    
      	
              7.5.1  

            	
              Upon
      issuance, the Letter of Credit shall have a face amount equal to ***
      Dollars ($***).  On the date (the “Initial LC Amount Expiration
      Date”) sixty (60) days after either Contractor satisfies the *** or the
      Contract Price is reduced, in each case, in accordance with Section
      11.4.3,, and thereafter so long as the Letter of Credit is required to be
      provided hereunder, the face amount shall automatically be reduced to (or
      the LC Issuing Bank may issue a replacement Letter of Credit with a face
      amount equal to) *** Dollars ($***); provided, if Contractor elects to
      cause the LC Issuing Bank to issue a replacement Letter of Credit to FPL,
      upon receipt of such replacement Letter of Credit by FPL, FPL shall, as
      promptly as practicable thereafter, mark the replaced Letter of Credit
      “canceled” and return it to the LC Issuing Bank for cancellation. 
      ***

            


    

    


     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    ***.  Thirty
(30) days after the later of (a) *** and (b) the date that Contractor has
satisfied all warranty obligations related to breaches of warranty for which
Contractor was notified prior to *** (such later date, the “Letter of Credit
Expiration Date”), FPL shall return the Letter of Credit to the LC Issuing Bank
with instructions for cancellation.

     

    
      	
              7.5.2

            	
              FPL
      shall have the right to draw upon the Letter of Credit by presenting to
      the LC Issuing Bank a draw certificate pursuant to the Letter of Credit
      attached hereto as Appendix U, Form of Letter of Credit.  FPL
      may draw upon the Letter of Credit for payment for ***.  The
      Letter of Credit shall allow FPL to immediately draw up to the full amount
      then available for drawing thereunder in the event of any delay or failure
      by Contractor to restore the Letter of Credit as so required or if
      Contractor fails to renew the Letter of Credit within sixty (60) Days
      prior to the expiration thereof for renewals prior to
  ***.

            


    

     

    
      	
              7.5.3

            	
              LC
      Issuing Bank.  The LC Issuing Bank shall be a commercial bank or
      trust company organized under the laws of the United States having total
      assets of at least *** US Dollars ($***) and
  having:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Credit
      Ratings of at least “***” by S&P and “***” by Moody’s;
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      such entity is rated by either Moody’s or S&P, but not both, Credit
      Ratings of at least “***” by S&P or “***” by
  Moody’s.

            


    

     

    
      	
              7.6

            	
              Liens.

            


    

     

    
      	
              7.6.1

            	
              Satisfaction
      of Liens.  Provided FPL has paid Contractor as required
      in this Agreement: (a) within ten (10) days of receiving any notice of any
      Lien filed by any Subcontractor, or any Person working for, or through,
      Contractor or any Subcontractor, Contractor shall promptly commence to
      cause such Lien to be discharged or satisfied by bond or otherwise
      including, without limitation, by raising valid counterclaims against such
      Subcontractor; (b) the expense of discharging or satisfying by bond any
      such Lien shall be paid by Contractor at its sole cost and expense and
      shall not be a part of the Contract Price payable to Contractor; and.(c)
      Contractor shall indemnify, defend and hold harmless FPL, its Affiliates
      and all Persons acting for any of them, from and against any such Lien
      against the property of FPL (except to the extent of FPL’s failure to make
      any payment in breach of this Agreement).  If FPL receives
      notice of any such Lien, FPL shall provide notice thereof to
      Contractor.  Contractor shall promptly commence all necessary
      proceedings to discharge or satisfy by bond any such Lien as soon as
      possible, bearing all the relevant costs thereof.  FPL shall
      have the right to retain and withhold amounts on account of the Contract
      Price or draw upon the Letter of Credit in an amount sufficient to
      indemnify FPL against any such Lien until such time as FPL becomes
      satisfied that such Lien is discharged or satisfied by
    bond.

            


    

     

    
      	
              7.6.2

            	
              As
      a condition precedent to the making of any payment hereunder, Contractor
      and each of its Substantial Subcontractors and Substantial Vendors shall
      provide FPL with a certificate in the form attached hereto as Appendix H,
      Form of Contractor Certificate for Partial Waiver of Liens, and Appendix
      H-1, Form of Subcontractor Certificate for Partial Waiver of
      Liens.  Contractor shall provide such certificates
      simultaneously with each Request for
Payment.

            


    

     

    
      	
              7.6.3

            	
              Acceptance
      by Contractor of the final payment shall constitute a release by
      Contractor of FPL, Affiliates, Financing Parties and every officer and
      agent thereof from all liens (whether statutory or otherwise and including
      mechanics’ or suppliers’ liens), claims and liability hereunder with
      respect to any Work performed or furnished in connection with this
      Agreement, or for any act or omission of FPL or of
  any

            


    

     

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
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    Confidential
Information

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    person
relating to or affecting this Agreement, except claims for which Contractor has
delivered a dispute notice to FPL.  No payment by FPL shall be deemed
a waiver by FPL of any obligation of Contractor under this
Agreement.

    


     

    ARTICLE
VIII.

    TITLE,
RISK OF LOSS AND POSSESSION

     

    
      	
              8.1

            	
              Clear
      Title

            


    

     

    
      	
              8.1.1

            	
              Contractor
      warrants and guarantees that legal title to and the ownership of the Work
      (including, without limitation, all Equipment, patents, licenses,
      Contractor Deliverables, operation and maintenance manuals and any spare
      parts purchased by Contractor on behalf of FPL at FPL’s request in
      connection with the construction, operation and maintenance of the Plant)
      shall pass to FPL, free and clear of any and all Liens, upon Provisional
      Acceptance.

            


    

     

    
      	
              8.1.2

            	
              Notwithstanding
      anything to the contrary, the costs of unloading and transporting to the
      Job Site are included in the Contract
Price.

            


    

     

    
      	
              8.2

            	
              Risk
      of Loss

            


    

     

    
      	
              8.2.1

            	
              From
      the date hereof until the Provisional Acceptance Date, Contractor hereby
      assumes the risk of loss for the Project and the Work,
      including:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      Equipment whether on or off the Job
Site;

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      other Work completed on or off the Job Site;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      Work in progress.

            


    

     

    
      	
              8.2.2

            	
              All
      Equipment not yet incorporated into the Plant shall be stored in secured
      areas.  Contractor shall bear the responsibility of preserving,
      safeguarding, and maintaining such Equipment and any other completed Work
      and Work in progress (including spare parts provided by
      FPL).  If any loss, damage, theft or destruction occurs to the
      Work, on or off the Job Site, for which Contractor has so assumed the risk
      of loss, Contractor shall, at FPL’s option and at Contractor’s cost,
      promptly repair or replace the property affected thereby.  If
      FPL elects not to repair or replace the affected property, Contractor
      shall pay to FPL any proceeds received from the insurance required to be
      maintained by Contractor pursuant to Section 9.1.8 or 9.1.9 due to such
      loss, damage, theft or destruction.  Risk of loss for the
      Project and the Work shall pass to FPL (excluding Contractor Equipment and
      other items to be removed by Contractor, which shall remain the
      responsibility of Contractor) on the Provisional Acceptance
      Date.  Subject to the foregoing , from and after the date of the
      transfer of risk of loss, FPL shall assume all risk of physical loss or
      damage thereto; provided, however, Contractor shall, subject to the
      provisions of Article XII, Contractor’s Warranties, continue to be
      responsible after Provisional Acceptance Date for claims, physical loss or
      damage to the Work to the extent resulting from (a) the acts or omissions
      of Contractor or any Affiliate thereof, any Subcontractor or Vendor, or
      anyone directly or indirectly employed by any of them, or anyone for whose
      acts such Person may be liable and/or (b) any failure to comply with the
      requirements of the Contract
Documents.

            


    

     

    ARTICLE
IX.

    INSURANCE


     

    
      	
              9.1

            	
              Contractor
      Insurance Policies

            


    

     

    Upon
execution of the Agreement and continuing through the Final Acceptance Date,
Contractor shall, at its sole cost and expense, obtain and maintain and cause
its Subcontractors to obtain and maintain in force insurance policies satisfying
the requirements of this Article, providing the following coverages of the types
and in the amounts as follows (the “Contractor Insurance
Policies”):

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              9.1.1

            	
              Workers’
      Compensation Insurance.  Workers’ Compensation that
      complies with the laws of the State of Florida and such other
      jurisdictions as may be applicable to its operations and includes an
      alternate employer endorsement.  The amount of coverage of the
      insurance policy shall be the statutory amount required by the laws of the
      State of Florida.  Where applicable, coverage shall include
      protection under the U.S. Longshoreman’s and Harbor Worker’s Act, Outer
      Continental Shelf Lands Act and Maritime Law, including the Jones Act and
      Death on the High Seas Act.  Contractor expressly agrees to
      comply with all provisions of the Workers’ Compensation Laws or similar
      employee benefit laws of the United States, or wherein said Work is to be
      performed, or of the countries from which its personnel are employed,
      where required, if applicable.

            


    

     

    
      	
              9.1.2

            	
              Employers’
      Liability Insurance.  Employers’ Liability Insurance
      including Occupational Disease in the amount of One Million Dollars
      ($1,000,000).

            


    

     

    
      	
              9.1.3

            	
              Comprehensive
      or Commercial General Liability Insurance.  Comprehensive
      or Commercial General Liability insurance shall be on a broad form
      occurrence basis which shall be in the amount of One Million Dollars
      ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the
      aggregate for this Project including, but not limited to coverage for the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Premises
      and Construction Operations;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Independent
      Contractors;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Products
      and Completed Operations, maintained for a period of two (2) years from
      the Final Acceptance Date;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Explosion,
      Collapse and Underground Hazards;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Broad
      Form Contractual Liability Coverage, applicable to damages and indemnities
      set forth in this Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Personal
      Injury Coverage;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Non-Owned
      Watercraft, if applicable;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Broad
      Form Property Damage;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Cross
      Liability coverage or Severability of Interest
  clause;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Broad
      Form Named Insured Endorsement; and

            


    

     

    
      	
               
      

            	
              (k)

            	
              Action
      over coverage.

            


    

     

    
      	
              9.1.4

            	
              Automobile
      Liability Insurance.  Automobile Liability Insurance, on
      an occurrence basis including coverage for all owned, leased, hired or
      non-owned automotive equipment (and containing appropriate no fault
      insurance provisions or other endorsements as are required under
      jurisdictional law or requirements), in the amount of One Million Dollars
      ($1,000,000) per occurrence or the amount required by Applicable Law,
      whichever is greater.

            


    

     

    
      	
              9.1.5

            	
              Umbrella
      Excess Liability Insurance.  Umbrella Excess Liability to
      be provided on a following form basis with coverage as broad as the
      primary policies in the amount of Twenty Million Dollars ($20,000,000)
      each occurrence and in the
aggregate.

            


    

     

    
      	
              9.1.6

            	
              All
      Risk Equipment Insurance.  All Risk Equipment Insurance
      covering all risk of physical damage to equipment owned by Contractor
      and/or provided for use at the Job Site by
  Contractor.

            


    

     

    
      	
              9.1.7

            	
              Professional
      Liability Insurance.  Professional Liability Insurance on
      a claims made basis with limits of $1,000,000 each occurrence and, at
      execution of this Agreement, $2,000,000, and upon the Commencement Date,
      $3,000,000, aggregate for liability arising out of any negligent act,
      error, mistake or omission resulting from Contractor’s engineering,
      procurement, construction, design, commissioning, start-up and testing
      services, such coverage to remain in effect for not less than four (4)
      years following Provisional
Acceptance.

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                9.1.8

              	
                Inland
      and Marine Cargo Insurance.  Inland and Marine Cargo
      Insurance, if applicable - replacement value, which coverage may be
      included as part of the Builder’s Risk
Policy.

              


      

       

    

    
      	
              9.2

            	
              Form
      of Contractor Insurance Policies.

            


    

     

    
      	
              9.2.1

            	
              Each
      Contractor Insurance Policy shall be written on an occurrence
      basis.  Subject to the limits and coverages specified in Section
      9.1, Contractor Insurance Policies, and except for Workers’ Compensation,
      Contractor shall name FPL, designated Affiliates of FPL, the Utility, the
      Financing Parties and any other Person designated by FPL (including their
      respective officers, directors and employees) as additional insureds on
      Contractor’s liability policies as required to be carried by Contractor by
      the provisions of Section 9.1, Contractor Insurance Policies, for
      liabilities of Contractor under the Contract Documents.  Each
      Contractor Insurance Policy shall provide, either in its printed text or
      by endorsement, that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      shall be primary with respect to the interest of FPL, designated
      Affiliates of FPL and the Financing Parties (including their respective
      officers, directors and employees);
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      other insurance maintained by FPL, designated Affiliates of FPL or the
      Financing Parties is in excess and not contributory to Contractor
      Insurance Policies in all instances regardless of any like insurance
      coverage that FPL, designated Affiliates of FPL and the Financing Parties
      may have.

            


    

     

    
      	
              9.2.2

            	
              Contractor
      shall require the issuers of the coverages specified in 9.1, Contractor
      Insurance Policies, to amend such Contractor Insurance Policies
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Include
      a waiver of all rights of subrogation against the Financing Parties, FPL
      and designated Affiliates of FPL and any other Person designated by FPL
      and their respective directors, officers and
  employees;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contain
      a severability of interest
provision;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Provide
      that none of the Financing Parties, FPL or designated Affiliates of FPL or
      their respective directors, officers or employees shall be liable for the
      payment of premiums under such
policy;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Provide
      that complete copies of all inspection or other reports required or
      performed for the insurer shall be provided to both FPL and the Financing
      Parties within thirty (30) days of delivery to
  Contractor;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Provide
      that FPL and the Financing Parties must be given at least sixty (60) days’
      prior written notice  of any change in, non-renewal or
      cancellation of such coverages that are initiated by insurer, except ten
      (10) days for non-payment of premium,
and

            


    

     

    
      	
               
      

            	
              (f)

            	
              Provide
      that FPL and the Financing Parties must be given at least sixty (60) days’
      prior written notice of any change in, non-renewal or cancellation of such
      coverages that are initiated by Contractor, except ten (10) days for
      non-payment of premium.

            


    

     

    
      	
              9.2.3

            	
              Contractor
      shall be responsible for additional costs associated with modifying
      inadequate coverage, terms and conditions to meet the requirements of this
      Agreement.  Contractor shall comply with all the conditions
      stipulated in each of the insurance policies.  Contractor shall
      make no material alteration to the terms of any insurance required herein
      without the prior written approval of FPL.  If an insurer makes
      (or purports to make) any such alteration, Contractor shall notify FPL
      immediately.  If any such notice is sent from an office outside
      the United States, it will be sent by international
      courier.  Contractor shall be responsible to insure against risk
      of loss or damage to any Contractor Equipment and other equipment and
      tools that will not be incorporated into or become part of the
      Project.

            


    

     

    
      	
              9.3

            	
              Qualified
      Insurers

            


    

     

    All
Contractor Insurance Policies shall be written by insurers reasonably acceptable
to FPL and the Financing Parties and that are rated “A-” or higher by A.M.
Best’s Key Rating Guide, or as may be approved in writing 

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

                    by
FPL and the Financing Parties from time to time (a “Qualified
Insurer”).  In addition, if required by the Financing Parties, the
Qualified Insurer must be able to provide a non-vitiation endorsement.

       

      
        	
                9.4

              	
                Certificates
      of Insurance

              


      

       

    

    Contractor
shall require all insurers under Contractor Insurance Policies to provide the
Financing Parties, FPL and such other interested Persons as may be designated by
FPL with certificates of insurance, in form and substance acceptable to the
Financing Parties and FPL, evidencing and describing the insurance policies and
endorsements maintained hereunder prior to commencement of the Work, or upon
issuance of such policies, if earlier, and on each issuance anniversary while
such insurance is in effect.  The certificates of insurance shall
evidence and describe the insurance policies and endorsements, including,
without limitation, the requirements for the additional insured and waiver of
subrogation as described in Section 9.2, Form of Contractor Insurance
Policies.  Notwithstanding anything to the contrary contained herein,
evidence of such coverage shall be provided to FPL as a condition precedent to
Initial Site Mobilization.

     

    
      	
              9.5

            	
              Inspection
      of Contractor Insurance
Policies

            


    

     

    In
respect of all Contractor Insurance Policies, Contractor shall, when so
requested by FPL, produce Contractor’s policies of insurance and confirmation of
premium payment for such policies.  If policies have not been secured
on a project specific basis, Contractor may delete proprietary information not
relevant to Contractor/FPL project prior to transmission.

     

    
      	
              9.6

            	
              Subcontractors’
      Insurance

            


    

     

    Before
permitting any of its Subcontractors to perform any Work at the Job Site,
Contractor shall obtain a certificate of insurance from each such Subcontractor
evidencing that such Subcontractor has obtained the insurance required of
Subcontractors by Contractor and in the case of Substantial Subcontractors, as
required by FPL.  All policies of Substantial Subcontractors shall
include, and Contractor shall use reasonable efforts to require all other
Subcontractors to include, a waiver of any right of subrogation of the insurers
thereunder against FPL, the Financing Parties and Contractor, and any right of
the insurers to set-off or counterclaim, offset or any other deduction, whether
by attachment or otherwise, in respect of any liability or any such Person
insured under such policy.  Policies provided by Substantial
Subcontractors and Substantial Vendors shall be in amounts and upon conditions
as are customarily and normally provided in the major, grid-connected solar
power generation industry.

     

    
      	
              9.7

            	
              Remedy
      on Failure to Insure

            


    

     

    If
Contractor shall fail to obtain and keep in force Contractor Insurance Policies,
FPL may, without limiting any other remedy it may have, obtain and keep in force
any such insurance and pay such premium or premiums as may be necessary for that
purpose and recover from Contractor whether by way of deduction, offset or
otherwise the cost of obtaining and maintaining such insurance.

     

    
      	
              9.8

            	
              Management
      of Insurance Policies

            


    

     

    Except as
directed by FPL, Contractor shall be responsible for managing and administering
all Contractor Insurance Policies, including the payment of all deductibles and
self-insured retention amounts, the filing of all claims and the taking of all
necessary and proper steps to collect any proceeds on behalf of the relevant
insured Person.  Contractor shall at all times keep FPL informed of
the filing and progress of any claim.  If Contractor shall fail to
perform these responsibilities, FPL may take such action as it determines
appropriate under the circumstances.  In the event Contractor collects
proceeds on behalf of other Persons, it shall ensure that these are paid
directly from the insurers to the relevant Person and, in the event that it
receives any such proceeds, it shall, unless otherwise directed by FPL, pay such
proceed to such Party forthwith and prior thereto, hold the same in trust for
the recipient.

     

    
      	
              9.9

            	
              FPL
      Insurance Policies

            


    

     

    Subject
to Section 9.9.3, prior to the Initial Site Mobilization by Contractor and
continuing through the Final Acceptance Date, FPL shall obtain and maintain in
force with responsible and reputable insurance carriers, subject to usual and
customary terms, exclusions and limitations and deductible provisions the
following insurance of the types set forth below:

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      
        	
                9.9.1

              	
                Workers’
      Compensation Insurance.  Workers’ Compensation covering
      all of FPL’s employees - statutory
limit;

              


      

       

      
        	
                9.9.2

              	
                Employers’
      Liability Insurance.  Employers’ Liability covering all
      of FPL’s employees;

              


      

       

    

    
      	
              9.9.3

            	
              Property
      Insurance.  After Provisional Acceptance and through the
      end of all of the Warranty Periods, FPL shall provide property insurance
      for the Plant and the Property Site in an amount and on terms that FPL
      deems reasonable.

            


    

     

    
      	
              9.9.4

            	
              All
      Risk Installation and Builder’s Risk Insurance.  No later
      than the Commencement Date, FPL shall obtain and maintain in force an All
      Risk Installation and Builder’s Risk Insurance Policy (the “Builder’s Risk
      Policy”). The Builder’s Risk Policy shall be in an amount at least equal
      to the maximum foreseeable loss that could reasonably be sustained with
      respect to the Project or, if such amount is unavailable, such lower
      amount as may be commercially available at the time FPL procures such
      policy. A certificate of insurance evidencing the Builder’s Risk Policy
      shall be furnished to the Contractor within thirty days after Contractor
      notifies FPL in writing that it will construct improvements at, or deliver
      materials to, the Job Site that may be insured pursuant to a builder’s
      risk policy. Contractor shall be named as an additional insured on any
      Project-specific Builder’s Risk Policy. The Builder’s Risk Policy may
      contain separate sub-limits and deductibles subject to insurance company
      underwriting guidelines, provided the per occurrence deductible shall not
      exceed the amounts which are available to FPL on a commercially reasonable
      basis, as determined by FPL in its sole discretion. The Builder’s Risk
      Policy will be maintained in accordance with terms reasonably available in
      the insurance market for the construction of major solar electric
      generating facilities and shall cover physical loss to property at the Job
      Site which results from a Defect but will not cover the Defect, including
      the cost to remedy the Defect. FPL shall cause the underwriter of the
      Builder’s Risk Policy to waive all rights of subrogation against
      Contractor and its Subcontractors for damages covered by the Builder’s
      Risk Policy. If a loss is insured under the Builder’s Risk Policy, FPL
      will prepare and submit to the insurer any claim and proof of loss in
      accordance with the terms of the Builder’s Risk Policy, and Contractor
      shall provide FPL with such documentation as FPL may reasonably require in
      connection with the preparation of such claim and proof of loss. FPL shall
      use commercially reasonable efforts for the benefit of the Parties in
      pursuing any claim under the Builder’s Risk Policy, including, if
      permitted by the Builder’s Risk Policy, pursuit of partial payment for
      partial proof of loss and payment of undisputed amounts due under the
      Builder’s Risk Policy, provided Contractor acknowledges and agrees that
      the Builder’s Risk Policy may not require such partial payments. FPL shall
      keep the Contractor reasonably informed of the status of claims
      negotiations between FPL and the insurer under the Builder’s Risk Policy
      and if Contractor is not satisfied with the progress of such negotiations,
      it shall have the right to address such dissatisfaction with FPL’s
      management and FPL shall use reasonable efforts to address Contractor’s
      concerns. Notwithstanding the foregoing and subject to FPL’s obligation to
      use commercially reasonable efforts in pursuing claims under the Builder’s
      Risk Policy, any decisions made in the settlement or negotiation of any
      claim under the Builder’s Risk Policy shall be in FPL’s sole discretion.
      Upon availability and reasonable prior notice, Contractor’s authorized
      representative shall be entitled to receive a copy of the Builder’s Risk
      Policy. Contractor is responsible for the deductible under the Builder’s
      Risk Policy; provided, however, Contractor’s responsibility therefor shall
      in no event exceed $500,000 per
occurrence.

            


    

     

    
      	
              9.10

            	
              Form
      of FPL’s Policies

            


    

     

    
      	
              9.10.1

            	
              FPL
      shall provide Contractor with a certificate of insurance evidencing those
      policies set forth in Section 9.9, FPL Insurance Policies.  As
      it applies to this Agreement, FPL shall provide that the insurance
      required pursuant to Section 9.9, FPL Insurance Policies, shall, except
      for Workers’ Compensation, name Contractor and its Subcontractors as
      additional insureds thereunder only as their respective interests may
      appear but only with respect to Work performed pursuant to the
      Agreement.

            


    

     

    
      	
              9.10.2

            	
              Contractor
      shall be responsible for the payment of all deductibles for such claims
      caused, directly or indirectly, through the acts or omissions of
      Contractor, any Affiliate thereof, any Subcontractor or Vendor, or anyone
      directly or indirectly employed by any of them, or anyone for whose acts
      such Person may be liable.

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                9.11

              	
                Contractor’s
      Assistance

              


      

       

      In the
event a loss is sustained under any of FPL’s policies, such loss will be
adjusted by FPL and/or the Financing Parties with the insurance
companies.  Contractor will assist FPL and the Financing Parties in
the adjustment
of losses.  In the event a loss is sustained under the Builder’s Risk
Policy, such loss will be adjusted by Contractor and FPL with the insurance
companies.  FPL and Contractor agree to waive all rights of recovery
against each other, and shall cause their respective underwriters to waive all
rights of subrogation, for damages caused by fire and/or other perils to the
extent covered and paid for by the Cargo Insurance.  Contractor shall
cooperate with FPL in obtaining and maintaining the insurance policies of FPL
and shall provide all Drawings, Final Plans, certificates and other information
that FPL or its insurers may reasonably require.  Upon FPL’s
reasonable request, Contractor shall with all due diligence comply with the
conditions of FPL’s insurance polices and all reasonable requirements of the
insurers in connection with the settlement of claims, the recovery of losses and
the prevention of accidents and shall bear at its own cost the consequences of
any failure to do so.

    

     

    
      	
              9.12

            	
              Responsibility
      for Safe Delivery of Materials of
  Contractor

            


    

     

    In
addition to Section 8.2., Risk of Loss, of Article VIII, RISK OF LOSS AND
POSSESSION, Contractor shall comply with all warranty requirements or other
requirements set forth in all policies, including transport or marine/inland
marine cargo insurance policies.

     

    
      	
              9.13

            	
              No
      Limitation on Liability

            


    

     

    Nothing
in this Article shall be deemed to limit Contractor’s liability under the
Contract Documents regardless of the insurance coverages required by this
Article.  Except for the coverage limits of liability for insurance
companies set forth in Section 9.1, Contractor Insurance Policies, no limitation
of liability provided to Contractor under the Contract Documents is intended nor
shall run to the benefit of any insurance company or in any way prejudice,
alter, diminish, abridge or reduce, in any respect, the amount of proceeds of
insurance otherwise payable to FPL or the Financing Parties under coverage
required to be carried by Contractor under the Contract Documents, it being the
intent of the Parties that the full amount of insurance coverage bargained for
be actually available notwithstanding any limitation of liability contained in
the Contract Documents, if any.  FPL assumes no responsibility for the
solvency of any insurer or the failure of any insurer to settle any
claim.

     

    
      	
              9.14

            	
              FPL
      Controlled Insurance Program

            


    

     

    FPL and
Contractor agree that FPL may substitute its own Owner’s Controlled Insurance
Program (“OCIP”) for the purpose of providing during the term of the Agreement
Worker’s Compensation insurance, Commercial General Liability insurance and
other insurance requested by FPL that is typically covered by
OCIPs.  In such event, FPL shall procure and pay the costs for certain
insurance coverages on behalf of Contractor and Subcontractors.

     

    ARTICLE
X.

    SYNCHRONIZATION,
TESTS, MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE AND FINAL
ACCEPTANCE

     

    
      	
              10.1

            	
              General.

            


    

     

    
      	
              10.1.1

            	
              All
      start-up, synchronization, operation and testing conducted by Contractor
      shall be in accordance with the Contract Documents, applicable
      manufacturers’ instructions and warranty requirements, Applicable Laws,
      Applicable Standards, Applicable Permits, Prudent Utility Practices and
      any and all applicable rules as agreed to by FPL and
      Contractor.  Contractor shall provide FPL with at least thirty
      (30) days’ advance written notice of the first Test that involves
      delivering energy to the Grid.  In addition, no Test of the
      Plant that delivers electrical output shall be conducted unless Contractor
      gives prior written notice thereof as provided in Section 10.1.2, Test
      Notice.  FPL, Financing Parties, the Utility, the Independent
      Engineer, all relevant Government Authorities and their respective
      authorized representatives shall have the right to inspect the Work and to
      be present during the start-up, synchronization, operation and testing of
      the Project pursuant to this
Article.

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


    
       

      
        	
                10.1.2

              	
                Test
      Notice.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Prior
      to performing any Test, Contractor shall deliver to FPL a written notice
      thereof (a “Test Notice”) specifying a date for commencement of any or all
      of the Tests.  Contractor
shall

              


      

       

    

    
      	
               
      

            	
              coordinate
      with FPL the scheduling of any Test and FPL shall coordinate such Test
      with the dispatch schedule for the Plant, so as not to interfere with
      FPL’s or its Affiliates’ obligations with respect
      thereto.  Contractor shall deliver a Test Notice at least ten
      (10) Business Days prior to the commencement of any Test.  FPL
      shall, within five (5) Business Days after its receipt of such Test
      Notice, deliver to Contractor a written
notice:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Accepting
      such Test Notice; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Denying
      that the prerequisites for performing such Test have been completed and
      stating the facts upon which such reasonable denial is
    based.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      receipt of notice denying that the prerequisites for performing such Test
      have been completed, Contractor shall take such action as is appropriate
      to remedy the conditions described in such notice from
      FPL.  Following any such remedial action, Contractor shall
      deliver to FPL a new Test Notice conforming to the requirements of this
      Section 10.1.2, and the provisions of this Section 10.1.2, shall apply
      with respect to such new Test Notice in the same manner as they applied
      with respect to the original Test
Notice.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      foregoing procedure shall be repeated as often as necessary until FPL no
      longer rejects the Test Notice; provided, however, if Contractor is
      required to notify following receipt of FPL’s written notice in which FPL
      denies that the prerequisites for performing a task have been completed,
      such renotification may be given within five (5) Business Days of such
      notice by FPL, and FPL shall have three (3) Business Days following the
      receipt of such resubmitted notice to file written objections as described
      above.  Contractor shall reschedule Tests as requested by FPL to
      reasonably accommodate the schedules of Persons whom FPL deems necessary
      to attend the Tests.  Contractor shall promptly notify FPL of
      any proposed change in the schedule of Tests and may not conduct any such
      test under such proposed changed schedule unless FPL receives reasonable
      advance notice of the actual date of commencement of such rescheduled
      test.  FPL shall be responsible for notifying the Utility, the
      Financing Parties and the Independent Engineer for witnessing
      Tests.  Contractor shall reimburse FPL for all additional direct
      costs reasonably and necessarily incurred by FPL due to Contractor’s
      failure to provide written notice in accordance with this Section 10.2, or
      due to Contractor’s failure to prepare any portion of the Work for
      inspections or testing after having provided notice to FPL of any such
      inspection or test.

            


    

     

    
      	
              10.2

            	
              Synchronization

            


    

     

    Together
with the notice of the Scheduled Synchronization Date, Contractor shall provide
FPL a start-up and test schedule for the Project and copies of all
manufacturers’ specifications, schedules of protection schemes, and protection
relay settings.  Contractor shall promptly give FPL notice of any
expected change in the Scheduled Synchronization Date or other information
provided with the notice as described above (or any modifications thereto);
provided that Contractor shall provide at least ten (10) days prior written
notice of the actual synchronization date.  Contractor shall perform
the synchronization procedures in accordance with the Scope of Work and FPL’s
direction regarding Utility’s requirements.  Utility and its
authorized representatives shall have the right to be present during the
synchronization.

     

    
      	
              10.3

            	
              Mechanical
      Completion

            


    

     

    Upon
satisfaction of all requirements for Mechanical Completion, Contractor shall
provide FPL with a notice of Mechanical Completion.  Within three (3)
Business Days of receipt of such notice, FPL shall notify Contractor in writing
whether or not Contractor has fulfilled the requirements of Mechanical
Completion.  If Contractor has not fulfilled such requirements for
Mechanical Completion, FPL shall specify in such notice to Contractor in
reasonable detail the reasons that the requirements for Mechanical Completion
have not been met.  Contractor shall promptly act to correct such
deficiencies so as to achieve Mechanical Completion as soon as possible (and no
later than by the applicable date set forth in Appendix C, Critical Milestones
and

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    Milestones,
if such date has not already passed).  Following any such remedial
action, Contractor shall deliver to FPL a new notice of Mechanical Completion
and the provisions of this Section 10.3, shall apply with respect to such new
Mechanical Completion notice in the same manner as they applied to the original
Mechanical Completion notice so long as, if the Guaranteed Provisional
Acceptance Date shall have passed, Contractor is paying Schedule Liquidated
Damages when due in accordance with Article XI, CONTRACTOR GUARANTEES AND
LIQUIDATED DAMAGES.

     

    
      	
              10.4

            	
              Performance
      Tests

            


    

     

    
      	
              10.4.1

            	
              Contractor
      is responsible for conducting the Tests and any required re-tests for the
      purposes of determining achievement of the Minimum Performance Level and
      the Final Acceptance Performance Level.  Only after the
      Project:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Has
      achieved Mechanical Completion;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Has
      been synchronized with the Grid in accordance with the Scope of Work and
      Utility’s requirements;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Is
      capable of being operated safely, normally, reliably and continuously in
      accordance with the requirements of the Contract Documents at all
      operating conditions and modes specified in the Scope of Work (although
      minor portions of the Project not essential to its safe, continuous and
      reliable operation may remain to be completed);
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Is
      ready for the Tests to be performed in accordance with the Contract
      Documents,

            


    

     

    
      	
               
      

            	
              (e)

            	
              shall
      Contractor conduct the Tests.

            


    

     

    
      	
              10.4.2

            	
              Each
      Test shall be conducted in accordance with the terms of the Contract
      Documents, including the Scope of Work and Appendix HH, after complying
      with the notice provisions of Section 10.1.2, Test Notice.  If
      the Project achieves the Minimum Performance Level, Contractor shall, upon
      satisfaction of the other requirements to Provisional Acceptance, submit a
      notice of Provisional Acceptance in accordance with Section 10.7,
      Provisional Acceptance.  If the Project fails all or any part of
      the Tests, including, without limitation, the failure to achieve the
      Minimum Performance Level, Contractor shall take appropriate corrective
      action and the Tests shall be performed again.  If the Project
      fails all or any part of the retest, Contractor shall take appropriate
      corrective action and the Tests shall be repeated.  If
      Contractor fails to achieve the Minimum Performance Level and satisfy all
      of the other requirements of Provisional Acceptance on or prior to the
      Guaranteed Provisional Acceptance Date, Contractor shall pay Schedule
      Liquidated Damages in accordance with Section 11.2, Schedule Liquidated
      Damages, of Article XI, CONTRACTOR GUARANTEES AND LIQUIDATED
      DAMAGES.  In addition, Contractor shall repeat the Tests in
      accordance with Section 11.6.1 during the applicable time periods set
      forth in Section 11.1, Completion Guarantee, of Article XI, CONTRACTOR
      GUARANTEES AND LIQUIDATED DAMAGES. Contractor shall provide a written
      report of the results of each Test to
FPL.

            


    

     

    
      	
              10.5

            	
              Performance
      Shortfalls.

            


    

     

    
      	
              10.5.1

            	
              Prior
      to the Guaranteed Provisional Acceptance Date, if the Project has achieved
      the Minimum Performance Level necessary for Provisional Acceptance, as
      determined pursuant to Section 11.6, Determination of Performance, of
      Article XI, CONTRACTOR GUARANTEES AND LIQUIDATED DAMAGES (but not the
      Final Acceptance Performance Level), and the Project is capable of being
      operated safely, normally and continuously in accordance with the
      requirements of the Contract Documents at all operating levels specified
      in the Scope of Work (although minor portions of the Project not essential
      to its safe, continuous and reliable operation may remain to be
      completed), and after complying with the notice provisions of Section
      10.1.2, Test Notice, Contractor may conduct the Tests again in accordance
      with the terms of the Contract Documents, including the Scope of Work, in
      order to attempt to achieve the Final Acceptance Performance
      Level.  If the Project fails to achieve all or any part of the
      Final Acceptance Performance Level after the Guaranteed Provisional
      Acceptance Date, Contractor shall, subject to Contractor’s rights set
      forth in the following sentence, submit a Remedial Plan reasonably
      acceptable to FPL and take appropriate corrective action and repeat the
      Tests.  If the Project fails all or any part of the
    

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              Final
      Acceptance Performance Level after the Guaranteed Provisional Acceptance
      Date but all other requirements for Final Acceptance have been met,
      including the achievement of the Minimum Performance Level, Contractor
      shall have the option of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Submitting
      a Remedial Plan reasonably acceptable to FPL and take appropriate
      corrective action and repeat the Tests;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Giving
      notice to FPL of its declaration of Final Acceptance and reducing the
      Contract Price based on the results of the last Guaranteed Performance
      Test performed (and during which the Noise Guarantee was simultaneously
      satisfied) prior to the issuance of such
notice.

            


    

     

    
      	
               
      

            	
               

            	
              If
      Contractor selects option (b), above, (i) the Contract Price will be
      reduced to an amount equal to *** and (ii) Contractor shall perform all
      Remediation Work requested by FPL related to Work not associated with the
      percentage of the Final Acceptance Performance Level that has been
      achieved.  For example, if 75% of the Final Acceptance
      Performance Level is achieved, to the extent requested by FPL, Work not
      associated with achieving such 75% of the Final Acceptance Performance
      Level (such Work being referred to as the “Non-Accepted Work”) shall be
      removed from the Property Site and the Property Site on which such
      Non-Accepted Work is located or performed shall be restored to the
      condition of the Property Site immediately prior to Initial Site
      Mobilization to the extent requested by
FPL.

            


    

     

    
      	
              10.5.2

            	
              Notwithstanding
      the foregoing and subject to the terms and conditions contained herein,
      Contractor may repeat the Tests until the earliest of
  the:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Date
      that is *** (***) days after the Guaranteed Provisional Acceptance
      Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Achievement
      by Contractor of the Final Acceptance Performance Level;
  or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Delivery
      by Contractor to FPL of Contractor’s notice of declaration of Final
      Acceptance and reduction of the Contract Price in accordance with Section
      10.5.1.

            


    

     

    
      	
               
      

            	
               

            	
              Contractor
      shall provide a written report of the results of each Test to
      FPL.  The Minimum Performance Level, the Final Acceptance
      Performance Level and any other Net Energy Output used to calculate any
      reduction of Contract Price shall be achieved only while the Plant is
      operating in compliance with the Noise Guarantee (excluding for this
      purpose all waivers and variances permitted under Applicable
      Permits).

            


    

     

    
      	
              10.5.3

            	
              If
      the Final Acceptance Performance Level is not achieved within *** (***)
      days after the Guaranteed Provisional Acceptance Date and Contractor has
      not selected option (b) of Section 10.5.1, then the Contract Price will be
      automatically reduced to an amount equal to the Contract Price
      multiplied by the Payment Output Percentage, which Payment Output
      Percentage shall be based on the results of the last Guaranteed
      Performance Test performed (and during which the Noise Guarantee was
      simultaneously satisfied) prior to one hundred and eighty (180) days after
      the Guaranteed Provisional Acceptance
Date.

            


    

     

    
      	
              10.5.4

            	
              At
      no time between the Provisional Acceptance Date and Final Acceptance shall
      the performance of the Project fall below the Minimum Performance Level,
      for reasons not due to FPL’s operation of the Project or a Force Majeure
      Event.

            


    

     

    
      	
              10.6

            	
              Punch
      List.

            


    

     

    
      	
              10.6.1

            	
              At
      all times during performance of the Work, Contractor shall maintain a list
      setting forth parts of the Work which remain to be performed in order to
      confirm that the Work fully complies with the terms of the Contract
      Documents.  Contractor shall promptly provide a copy of such
      list to FPL upon request.  Contractor shall make such revisions
      to such list as and when requested by FPL from time to
    time.

            


    

     

    
      	
              10.6.2

            	
              No
      later than thirty (30) days before the Provisional Acceptance Date,
      Contractor shall prepare and submit to FPL a comprehensive list (the
      “Punch List”) of items to be completed for the Project to reach Final
      Acceptance.  The Punch List shall not include any item that
      affects the safety, reliability or operability of the Equipment, the Plant
      or any portion thereof or requires a shut-down or reduced operation of
      the

            


    

    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              Equipment,
      the Project or any portion thereof to be completed.  Contractor
      shall make such revisions to the Punch List as and when reasonably
      requested by FPL from time to time.

            


    

     

    
      	
              10.6.3

            	
              The
      Parties agree that with respect to Punch List items that remain
      uncompleted and which are preventing Final Acceptance, it may be more
      expedient for FPL to complete such Punch List items, at its election and
      option.  If the Parties are able to agree upon the commercial
      value of all items on the Punch List, and FPL so elects, at its sole
      discretion, FPL may, in lieu of requiring Contractor to complete any item
      on the Punch List, require Contractor to pay to FPL an amount equal to ***
      percent (***%) of the commercial value of such Punch List item as
      reasonably determined by FPL.  FPL shall have the right to
      offset such amount owed by Contractor against any amounts owed by FPL to
      Contractor at Final Acceptance, or otherwise under the Contract
      Documents.

            


    

     

    
      	
              10.7

            	
              Provisional
      Acceptance.

            


    

     

    
      	
              10.7.1

            	
              After
      completing the Tests in accordance with Section 10.4, Tests, and
      Contractor determines that all of the requirements for Provisional
      Acceptance have been completed, Contractor shall provide written notice
      thereof to FPL.

            


    

     

    
      	
              10.7.2

            	
              Within
      three (3) Business Days following receipt by FPL of such notice of
      Provisional Acceptance, FPL shall notify Contractor in writing whether or
      not Contractor has fulfilled the requirements of Provisional
      Acceptance.  If Contractor has fulfilled the requirements of
      Provisional Acceptance, FPL shall notify Contractor that it has achieved
      Provisional Acceptance.  If Contractor has not fulfilled such
      requirements for Provisional Acceptance, FPL shall specify in such notice
      to Contractor in reasonable detail the reasons for determining that the
      requirements for Provisional Acceptance have not been
      met.  Contractor shall promptly act to correct such deficiencies
      so as to achieve Provisional Acceptance as soon as possible (and no later
      than by the Guaranteed Provisional Acceptance Date if such date has not
      already passed).  Following any such remedial action, Contractor
      shall deliver to FPL a new notice of Provisional Acceptance and the
      provisions of this Section 10.7.2, shall apply with respect to such new
      Provisional Acceptance notice in the same manner as they applied to the
      original Provisional Acceptance notice.  The foregoing procedure
      shall be repeated as often as necessary, so long as Contractor is paying
      when due Schedule Liquidated Damages (if applicable), until acceptance by
      FPL of Contractor’s Provisional Acceptance notice and delivery by FPL of
      its own notice to Contractor that Provisional Acceptance has been
      achieved.  The date on which Provisional Acceptance is achieved
      by Contractor shall be the “Provisional Acceptance
  Date.”

            


    

     

    
      	
              10.8

            	
              Final
      Acceptance of the Plant

            


    

     

    After
achieving Provisional Acceptance in accordance with Section 10.7, Provisional
Acceptance, when Contractor determines that all of the requirements for Final
Acceptance have been completed (other than execution of the Final Acceptance
Certificate by FPL), or when Contractor has elected to or is required to declare
Final Acceptance pursuant to Section 10.5, Performance Shortfalls, Contractor
shall submit a proposed Final Acceptance Certificate, in substantially the form
attached hereto as Appendix G, Form of Final Acceptance Certificate, to
FPL.  As soon thereafter as reasonably practicable, a team consisting
of representatives of FPL, the Financing Parties, the Independent Engineer and
Contractor shall make a final inspection of the Plant.  Within ten
(10) Business Days following such final inspection, FPL, with the consent of the
Financing Parties, if applicable, shall notify Contractor in writing whether
Contractor has fulfilled the requirements of the Contract Documents to reach
Final Acceptance (other than execution of the Final Acceptance Certificate by
FPL).  If such requirements have been fulfilled, FPL will execute the
proposed Final Acceptance Certificate.  If the requirements for Final
Acceptance have not been fulfilled, then FPL shall deliver a written notice to
such effect to Contractor describing in reasonable detail the deficiencies noted
and corrective action recommended, including projected target dates for the
completion of such incomplete or remedial Work.  Contractor shall
promptly act to correct any such deficiencies.  The procedure set
forth in this Section 10.8, shall be repeated as necessary, until the earlier
of:  (i) the date on which Contractor has fulfilled the requirements
for the issuance of the Final Acceptance Certificate and FPL executes such
certificate; or (ii) termination of this Agreement.

    


    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              10.9

            	
              Changes
      in Guaranteed Dates

            


    

     

    Except as
otherwise set forth herein, no action by FPL or Contractor (unless FPL
specifically agrees to the contrary) required or permitted under this Article
shall affect the Guaranteed Provisional Acceptance Date or any other scheduled
date described or defined under the terms of the Project Schedule or other
Contract Document.

     

    
      	
              10.10

            	
              Revenues

            


    

    Any
revenues generated by the Project during the performance of any start-up,
synchronization, operation and testing or otherwise shall be paid to and for the
benefit of FPL.

     

    ARTICLE
XI.

    CONTRACTOR
GUARANTEES AND LIQUIDATED DAMAGES

     

    
      	
              11.1

            	
              Completion
      Guarantee.

            


    

     

    
      	
              11.1.1

            	
              Contractor
      hereby guarantees that Provisional Acceptance will occur no later than the
      Guaranteed Provisional Acceptance Date and that Final Acceptance will
      occur no later than *** (subject to delay for Force Majeure Events or FPL
      Caused Delay).

            


    

     

    
      	
              11.1.2

            	
              Subject
      to FPL’s other rights as set forth in this Agreement and subject to the
      provisions of this Section 11.1, in the event that Provisional Acceptance
      occurs after the Guaranteed Provisional Acceptance Date, Contractor shall
      pay and FPL shall accept as its sole remedy for each and every day of such
      delay after the Guaranteed Provisional Acceptance Date the Schedule
      Liquidated Damages described in Section 11.2, Schedule Liquidated
      Damages.

            


    

     

    
      	
              11.1.3

            	
              If
      and in the event Contractor fails to achieve Provisional Acceptance within
      *** (other than as a result of FPL Caused Delay or a Force Majeure Event),
      then:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contractor
      shall be considered in default, and this Agreement may, at FPL’s sole and
      exclusive discretion, be terminated in accordance with Article XV,
      TERMINATION; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contractor
      shall continue to pay the Schedule Liquidated Damages described in Section
      11.2, Schedule Liquidated Damages, until the exhaustion of the aggregate
      amount of liquidated damages, payable by Contractor hereunder in
      accordance with Section 11.5.3, Aggregate Liquidated
    Damages.

            


    

     

    
      	
              11.2

            	
              Schedule
      Liquidated Damages.

            


    

     

    
      	
              11.2.1

            	
              FPL
      and Contractor acknowledge and agree that any failure to achieve
      Provisional Acceptance for the Project by the Guaranteed Provisional
      Acceptance Date or any failure of the Project, between the Provisional
      Acceptance Date and Final Acceptance, to operate at or above the Minimum
      Performance Level will directly cause substantial damage to FPL, which
      damage cannot be ascertained with reasonable
      certainty.  Accordingly, if Contractor shall fail to achieve
      Provisional Acceptance for the Project by the Guaranteed Provisional
      Acceptance Date, or if at any time between the Provisional Acceptance Date
      and Final Acceptance the performance of the Project falls below the
      Minimum Performance Level (other than as a result of FPL’s improper
      operation of the Project, FPL Caused Delay or a Force Majeure Event),
      subject to Section 11.5.3, Aggregate Liquidated Damages, it shall pay to
      FPL, as liquidated and agreed damages and not as a penalty, an amount
      (collectively, the “Schedule Liquidated Damages”) equal to $*** for each
      Day that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Provisional
      Acceptance is delayed beyond the Guaranteed Provisional Acceptance Date,
      commencing with the first Day following the Guaranteed Provisional
      Acceptance Date; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Performance
      of the Project falls below Minimum Performance Level between the
      Provisional Acceptance Date and Final Acceptance (other than as a result
      of FPL’s improper operation of the Project, FPL Caused Delay or a Force
      Majeure Event).

            


    

    


    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              11.2.2

            	
              It
      is understood and agreed between the Parties that the terms, conditions
      and amounts fixed pursuant to this Article as Schedule Liquidated Damages
      are reasonable, considering the damages that FPL would sustain, and that
      these amounts are agreed upon and fixed as liquidated damages because of
      the difficulty of ascertaining the exact amount of damages that would be
      sustained by FPL.  Payment of Schedule Liquidated Damages are
      the exclusive remedies for delays if and in the event the Project
      ultimately achieves Provisional Acceptance before the aggregate amount of
      liquidated damages is exhausted.  Further, subject to the last
      sentence of this paragraph and provided
  Contractor:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Has
      not otherwise materially breached the Agreement;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Is
      paying the assessed Schedule Liquidated
Damages,

            


    

     

    
      	
               
      

            	
               

            	
              the
      failure to achieve Provisional Acceptance by the applicable Guaranteed
      Provisional Acceptance Date shall not be considered an event of default
      under the Contract Documents.

            


    

     

    
      	
               
      

            	
               

            	
              Notwithstanding
      anything contained herein to the contrary, in the event that Contractor
      has not achieved Provisional Acceptance but has reached its maximum
      liability hereunder for payment of liquidated damages in accordance with
      Section 11.5.3, Aggregate Liquidated Damages, Contractor shall be
      considered in default, and this Agreement may, at FPL’s sole and exclusive
      discretion, be terminated in accordance with Article XV,
      TERMINATION.

            


    

     

    
      	
              11.2.3

            	
              Although
      Schedule Liquidated Damages are FPL’s sole and exclusive remedy and
      Contractor’s sole and exclusive obligation for Contractor’s delay in
      achieving Provisional Acceptance, such exclusivity shall in no event
      affect FPL’s rights and remedies set forth in Article XV Article XV,
      TERMINATION.

            


    

     

    
      	
              11.2.4

            	
              Notwithstanding
      anything herein to the contrary, if Contractor selects option (b) of
      Section 10.5.1 as and when applicable, no additional Schedule Liquidated
      Damages shall accrue thereafter.

            


    

     

    
      	
              11.3

            	
              Final
      Acceptance Performance Level; Guaranteed Performance Level.

            


    

     

    Contractor
guarantees to FPL that the peak Net Energy Output of the Plant during the period
from the Provisional Acceptance Date to the Final Acceptance Date will be equal
to or greater than the Expected Energy Output (which for purposes of clarity is
based on a 25,000 kW net AC capacity at Guarantee Design Conditions) (the “Net
Energy Output Guarantee”); provided, however, that (i) for purposes of
satisfaction of clause (c)(i) of the definition of “Final Acceptance”, Net
Energy Output shall be equal to or greater than the Final Acceptance Performance
Level; (ii) in the event that Contractor makes the election provided for in
Section 10.5.1(b), “Net Energy Output Guarantee” shall thereafter be deemed to
equal the peak Net Energy Output of the Plant as determined by the Final
Acceptance Performance Level that has been achieved by the last Guaranteed
Performance Test performed (and during which the Noise Guarantee was
simultaneously satisfied) when corrected to the Guarantee Design Conditions
contained in the Scope of Work; and (iii) ***.

     

    
      	
              11.4

            	
              ***.

            


    

    


     

     

     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      
        	
                11.5

              	
                Payment
      of Liquidated Damages.

              


      

       

    

    
      	
              11.5.1

            	
              Schedule
      Liquidated Damages, if any, under this Article shall accrue on a daily
      basis for each Day (or portion thereof) of delay. Contractor shall pay any
      Schedule Liquidated Damages pursuant to this Article within seven (7) Days
      after receipt of demand therefor.

            


    

     

    
      	
              11.5.2

            	
              Except
      as provided in Section 11.5.3, Aggregate Liquidated Damages, Contractor’s
      obligation to pay Schedule Liquidated Damages when and as provided in this
      Article is an absolute and unconditional obligation, and shall not be
      released, discharged, diminished, or in any way affected
    by:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      default by FPL in the performance or observance of any of its obligations
      hereunder, provided that FPL has paid all undisputed amounts due to
      Contractor hereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      assignment by FPL of the Contract Documents to the Financing Parties or
      any other Person; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      other circumstances, happening, condition or
  event.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Contractor
      shall pay such liquidated damages without deduction, set-off, reduction or
      counterclaim.

            


    

     

    
      	
              11.5.3

            	
              Aggregate
      Liquidated Damages.  Notwithstanding anything contained
      herein to the contrary, the aggregate amount of Schedule Liquidated
      Damages payable by Contractor hereunder shall not exceed *** percent
      (***%) of the Contract Price.

            


    

     

    
      	
              11.5.4

            	
              FPL
      shall have the right to offset any amounts owing to FPL under this Article
      against amounts owing to Contractor under this Agreement and to exercise
      its rights against any security provided by or for
  the

            


    

     

    


    


     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    benefit
of Contractor, in such order as FPL may elect in its sole
discretion.  In addition, FPL, in its sole discretion, may collect
Schedule Liquidated Damages by drawing on the Letter of Credit if not timely
paid by Contractor.

     

    
      	
              11.6

            	
              Determination
      of Performance.

            


    

     

    
      	
              11.6.1

            	
              Contractor’s
      compliance with the Minimum Performance Level for purposes of achieving
      Provisional Acceptance shall be determined on the basis of the Tests
      conducted in accordance with Article X, SYNCHRONIZATION, TESTS, MECHANICAL
      COMPLETION, PROVISIONAL ACCEPTANCE AND FINAL ACCEPTANCE, and Appendix HH,
      and the results of such Tests shall be conclusive for such
      purpose.  The Net Energy Output of the Plant shall be determined
      pursuant to the Guaranteed Performance Test and shall be measured while
      the Plant is operating in compliance with the Noise Guarantee (excluding
      for this purpose all waivers and variances permitted under Applicable
      Permits).

            


    

     

    
      	
              11.6.2

            	
              Contractor’s
      compliance with the Minimum Performance Level and the Guaranteed
      Performance Level, or the extent of its failure to comply therewith, for
      purposes of achieving Final Acceptance shall be determined on the basis of
      the Tests conducted in accordance with Article X, SYNCHRONIZATION, TESTS,
      MECHANICAL COMPLETION, PROVISIONAL ACCEPTANCE AND FINAL ACCEPTANCE, and
      Appendix HH, and the results of such tests shall be conclusive for such
      purpose.  The Net Energy Output of the Plant shall be determined
      pursuant to the Guaranteed Performance Test and shall be measured while
      the Plant is operating in compliance with the Noise Guarantee (excluding
      for this purpose all waivers and variances permitted under Applicable
      Permits).

            


    

     

    
      	
              11.7

            	
              Absolute
      Obligations

            


    

     

    The
Parties understand and agree that Contractor’s obligation to achieve the Minimum
Performance Level simultaneously with achievement of the Noise Guarantee, is an
absolute obligation, which must be achieved.  Notwithstanding anything
contained herein to the contrary, after the Project has achieved Provisional
Acceptance and during the time period prior to Final Acceptance, the Project
shall be capable of being operated in accordance with all of the Plant’s
operating procedures and all Applicable Laws, Applicable Permits and the other
requirements of the Contract Documents, and all operating conditions specified
in the Scope of Work, excluding for this purpose all waivers and variances
permitted under Applicable Permits.  The obligations set forth in this
Section 11.7 are absolute obligations of Contractor regardless of the amounts
and expenses required to be incurred by Contractor to satisfy such obligation,
and notwithstanding that such amounts may exceed the Contract
Price.

     

    
      	
              11.8

            	
              ***

            


    

     

    ARTICLE
XII.

    CONTRACTOR’S
WARRANTIES

     

    
      	
              12.1

            	
              Warranties.

            


    

     

    
      	
              12.1.1

            	
              Contractor
      warrants to FPL that all Equipment
shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Be
      new and of good quality;

            


    

     

     

    
 

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              (b)

            	
              Be
      free from improper workmanship and
Defects;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Comply
      with all applicable requirements of all Applicable Laws and all Applicable
      Permits; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Be
      fit for FPL’s use in and as a photovoltaic solar power generation
      facility.

            


    

    


    Contractor’s
warranty above expressly excludes (i) photovoltaic modules that have been
subjected to misuse, abuse, neglect, alteration, improper application or removal
by any party other than Contractor, (ii) cosmetic defects stemming from normal
wear and tear of photovoltaic module materials, and (iii) Defects caused by
FPL’s failure to comply with the operation and maintenance manuals and
manufacturers’ guidelines applicable to the Equipment.

     

    
      	
              12.1.2

            	
              Contractor
      warrants to FPL that the Work will be performed in a good and workmanlike
      manner, and that the Plant will:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Conform
      to and be designed, engineered and constructed in accordance with the
      Drawings, Scope of Work, all Applicable Laws and Applicable Permits,
      Prudent Utility Practices and other requirements of the Contract
      Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Conform
      with, and be designed and engineered according to professional standards
      and skill, expertise and diligence of design professionals regularly
      involved in major solar power projects similar to the Project;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Contain
      the Equipment, supplies and materials described in the Scope of
      Work.

            


    

    


    Contractor’s
warranty above expressly excludes (i) photovoltaic modules that have been
subjected to misuse, abuse, neglect, alteration, improper application or removal
by any party other than Contractor, (ii) cosmetic defects stemming from normal
wear and tear of photovoltaic module materials, and (iii) Defects caused by
FPL’s failure to comply with the operation and maintenance manuals and
manufacturers’ guidelines applicable to the Equipment.

     

    
      	
              12.1.3

            	
              Contractor
      warrants to FPL that: ***

            


    

     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    All of
the foregoing warranties provided for in this Section 12.1.3 expressly exclude
(i) photovoltaic modules that have been subjected to misuse, abuse, neglect,
alteration, improper application or removal by any party other than Contractor
and (ii) Defects caused by FPL’s failure to comply with the operation and
maintenance manuals and manufacturers’ guidelines applicable to the
Equipment.  Furthermore, the warranty provided for in clause (b) of
this Section 12.1.3 shall also expressly exclude cosmetic defects stemming from
normal wear and tear of photovoltaic module materials.

     

    
      	
              12.1.4

            	
              Warranty
      Period.  Except as expressly stated herein to the
      contrary, Contractor warrants that it shall remedy, in accordance with
      Section 12.2, Repair of Nonconforming Work, any Defects or breaches of
      warranty which appear prior to the expiration of: (a) *** with respect to
      the warranties set forth in Sections 12.1.1 and 12.1.2, as such period may
      be extended in accordance with the terms hereof (the “Initial Warranty
      Period”), (b) the period commencing on the Final Acceptance Date and
      ending on *** (the “Plant Warranty Period”) with respect to the warranties
      set forth in Section 12.1.3(a) and (c) the period commencing on *** and
      ending on *** (the “Module Warranty Period”) with respect to the
      warranties set forth in Section 12.1.3(b) (each of the Initial Warranty
      Period, the Plant Warranty Period and the Module Warranty Period, a
      “Warranty Period”, and collectively, the “Warranty
    Periods”).

            


    

     

    
      	
               
      

            	
               

            	
              The
      provisions of this Section apply to Work performed by Subcontractors and
      Vendors as well as Work performed directly by Contractor.  If
      and in the event FPL notifies Contractor of a Defect or breach of
      warranty, as applicable, within the given Warranty Period, Contractor, at
      Contractor’s expense, shall immediately respond to the notification and
      commence all Work with due diligence to remedy the Defect or breach of
      warranty.  The repair or replacement Work performed by
      Contractor to accomplish to remedy a Defect or breach of warranty set
      forth in Sections 12.1.1 and 12.1.2 shall be subject to (a)
      ***.  Contractor’s obligations to remedy any Defects or breaches
      of

            


    

     

     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
               

            	
              warranty,
      as applicable, surfacing after the given Warranty Period shall be limited
      to the proceeds, if any, of any applicable insurance
      policy.  Contractor agrees to reasonably cooperate with FPL to
      effect the collection of any such insurance
  proceeds.

            


    

     

    
      	
              12.1.5

            	
              ***

            


    

     

    
      	
              12.1.6

            	
              If,
      prior to or during the given Warranty Period for any warranty provided
      hereunder (as the same may be extended hereunder), *** percent (***%) or
      more of any type of component of the Work fails (for purposes hereof, a
      component shall be deemed to have failed if it contains a Defect or is in
      breach of other warranty set forth in Section 12.1, WARRANTIES, as
      applicable), then Contractor shall perform or cause to be performed a
      root-cause analysis with respect to such extensive component failure and,
      unless Contractor proves to FPL’s sole satisfaction that the failure is
      not due to a design fault in such component, such component or components
      shall be re-designed and retrofitted for the Plant, subject fully in each
      case to the warranties set forth in Section 12.1, WARRANTIES, for a period
      of *** (***) months beginning on each date of the completion of the
      re-installation of such new component.  If Contractor proves to
      FPL’s sole satisfaction that the failure is not due to a design fault in
      such component, then the given Warranty Period applicable for all such
      component or components in the Plant shall be automatically extended for
      (a) an additional *** (***) months commencing on the date, in the case of
      each such component, when the failure occurred that caused the percentage
      of failures of components of that type to equal or exceed *** percent
      (***%) if such failure occurred at any time prior to *** and or (b) an
      additional *** (***) months commencing on the date, in the case of each
      such component, when the failure occurred that caused the percentage of
      failures of components of that type to equal or exceed *** percent (***%)
      if such failure occurred at any time on or after
  ***.

            


    

     

    
      	
              12.1.7

            	
              THE
      WARRANTIES OF CONTRACTOR SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN
      LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED
      (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF
      TRADE).  The foregoing sentence is not intended to disclaim any
      other obligations of Contractor set forth
  herein.

            


    

     

    
      	
              12.2

            	
              Repair
      of Nonconforming Work.

            


    

     

    
      	
              12.2.1

            	
              If,
      during the given Warranty Period for any warranty provided hereunder, the
      Work or the Plant is found to contain Defects or Contractor is otherwise
      in breach of any of the warranties set forth in Section 12.1, Warranties,
      as applicable, Contractor shall at its expense correct, repair or replace
      such Defect or otherwise cure such breach as promptly as practicable upon
      being given notice thereof.  FPL shall provide Contractor with
      reasonable access to the Plant in order to perform its obligation under
      this Article and the Parties shall schedule such corrections or
      replacements as necessary so as to minimize disruptions to the operation
      of the Plant.  Contractor shall bear all costs and expenses
      associated with correcting any Defect or breach of warranty, including,
      without limitation, necessary disassembly, transportation, reassembly and
      retesting, as well as reworking, repair or replacement of such Work,
      disassembly and reassembly of piping, ducts, machinery, Equipment or other
      Work as necessary to give access to improper, defective or non-conforming
      Work and correction, removal or repair of any damage to other work or
      property that arises from the Defect or breach of warranty.  If
      Contractor is obligated to repair, replace or renew any Equipment, item or
      portion of the Work hereunder, Contractor will undertake a technical
      analysis of the problem and correct the “root cause” unless Contractor can
      demonstrate to FPL’s reasonable satisfaction that there is not a risk of
      the reoccurrence of such problem.  Contractor’s obligations
      under this Section shall not be impaired or otherwise adversely affected
      by any actual or possible legal obligation or duty of any Vendor or
      Subcontractor to Contractor or FPL concerning any Defect or breach of
      warranty.  No such correction or cure, as the case may be, shall
      be considered complete until FPL shall have reviewed and accepted such
      remedial Work.

            


    

    


     

    ***
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EXCHANGE COMMISSION.

    


    
      
        
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EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              12.2.2

            	
              If
      Contractor fails to commence to complete the correction of any Defect or
      cure of any breach of warranty as required herein within five (5) days
      after receipt of notice from FPL to perform such obligations or thereafter
      fails to diligently continue to complete such corrections or cure, then
      FPL may correct (or cause to be corrected) such Defect or cure (or cause
      to be cured) such breach of warranty and Contractor shall be liable for
      all reasonable costs, charges, and expenses incurred by FPL in connection
      therewith (including attorneys’ and other consultants’ fees), and
      Contractor shall, within fifteen (15) days after request therefor, pay to
      FPL an amount equal to such costs, charges, and expenses.  Any
      such request by FPL shall be accompanied by proper documentation
      evidencing such costs, charges and expenses.  Such correction of
      a Defect or cure of a breach of warranty by FPL (or caused by FPL) shall
      be deemed performed by Contractor and the Warranty Period applicable
      thereto for such corrected or cured Work shall be extended in accordance
      with Section 12.1.4.

            


    

     

    
      	
              12.2.3

            	
              If,
      during the a given Warranty Period, Contractor shall change, repair or
      replace any Major Equipment item or component, FPL, in its reasonable
      discretion, may require Contractor to conduct and satisfactorily complete
      any test required by FPL with respect to the affected Equipment; provided,
      however, in connection with any performance of a test pursuant to this
      Section 12.2.3, appropriate allowance with respect to the performance of
      such Equipment shall be made for the fact that such Equipment may have
      operated prior thereto.  If after running such test pursuant to
      this Section, the results indicate a degradation in the performance of the
      Project (as measured against the test results used to satisfy the
      requirements of Section 12.1.3) or the Project fails to satisfy any other
      Test, then Contractor shall repair, correct or replace such affected
      Equipment and re-run such test until the Project performs at a level
      consistent with the performance of the Project immediately prior to the
      change, repair or replacement of such
Equipment.

            


    

     

    
      	
              12.3

            	
              Proprietary
      Rights

            


    

     

    Without
limiting any of the provisions of this Agreement, if FPL or Contractor is
prevented from completing the Plant, the Work or any part thereof, or from the
use, operation, or enjoyment of the Plant, the Work or any part thereof as a
result of a claim, action or proceeding by any Person for unauthorized
disclosure, use, infringement or misappropriation of any Intellectual Property
Right arising from Contractor’s performance (or that of its Subcontractors or
Vendors) under the Contract Documents, including, without limitation, the Work,
Equipment, the Contractor Deliverables or other items and services provided by
Contractor or any Subcontractor or Vendor hereunder, Contractor shall promptly,
but in no event later than thirty (30) days from the date of any action or
proceeding, take all actions necessary to remove such impediment,
including:

     

    
      	
              12.3.1

            	
              Secure
      termination of the injunction and procure for FPL or its Affiliates or
      assigns, as applicable, the right to use such materials, Equipment or
      Contractor Deliverables in connection with the operation and maintenance
      of the Project, without obligation or liability;
  or

            


    

     

    
      	
              12.3.2

            	
              Replace
      such materials, Equipment or Contractor Deliverables, with a
      non-infringing equivalent, or modify same to become
      non-infringing,

            


    

     

    All at
Contractor’s sole expense, but subject to all the requirements of the Contract
Documents.

     

    
      	
              12.4

            	
              Repairs
      and Testing by FPL.

            


    

     

    
      	
              12.4.1

            	
              During
      the Warranty Period, without prior notice to Contractor and without
      affecting the warranties of Contractor hereunder, FPL shall be permitted
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Make
      repairs or replacements on Equipment so long as the repair or replacement
      involves the correct installation of spare parts and is otherwise
      conducted in accordance with the operation and maintenance manuals, the
      manufacturer specifications and the Procedures Manual;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Adjust
      or test Equipment as outlined in the instruction manuals provided by
      Contractor or any Subcontractor or
Vendor.

            


    

     

    
      	
              12.4.2

            	
              In
      the event of an emergency and if, in the reasonable judgment of FPL, the
      delay that would result from giving notice to Contractor could cause
      serious loss or damage which could be prevented by immediate action, any
      action (including correction of Defects) may be taken by FPL or a third
      party chosen by FPL, without giving prior notice to Contractor, and in the
      case of a Defect, the reasonable cost of correction
  shall

            


    

    


    
      
        
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EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              be
      paid by Contractor.  In the event such action is taken by FPL,
      Contractor shall be promptly notified within five (5) Business Days after
      correction efforts are implemented, and shall assist whenever and wherever
      possible in making the necessary
corrections.

            


    

     

    
      	
              12.5

            	
              Vendors
      and Subcontractors

            


    

     

    Contractor
shall, for the protection of Contractor and FPL, obtain from the Vendors and
Subcontractors such guarantees and warranties with respect to Work performed and
Equipment supplied, used and installed hereunder as are reasonably obtainable,
which guarantees and warranties shall equal or exceed those set forth in Section
12.1, Warranties, and shall be made available and assignable to FPL and the
Financing Parties to the full extent of the terms thereof upon the expiration of
Contractor’s warranty hereunder.  FPL shall be an express third party
beneficiary of all such guarantees and warranties.  All such
warranties obtained shall be in addition to, and shall not alter the warranties
of, Contractor.  Upon FPL’s request, Contractor shall use all
reasonable efforts to force Subcontractors to honor warranties including, but
not limited to, filing suit to enforce same.  To the extent available,
FPL shall have the right to require Contractor to secure additional warranty or
extended guarantee protection pursuant to a Change Order issued in accordance
with the provisions of Article VI, CHANGE ORDERS.  Upon the earlier of
the Provisional Acceptance Date or termination of this Agreement, Contractor
shall deliver to FPL copies of all relevant contracts providing for such
guarantees and warranties.

     

    
      	
              12.6

            	
              Assignment
      of Warranties

            


    

     

    Upon the
expiration of all of the Warranty Periods or termination of this Agreement,
Contractor shall assign to FPL all warranties received by it from Subcontractors
and Vendors or otherwise obtained under Section 12.5, Vendors and Subcontractors
(or the Plant or Work in the event of termination of this
Agreement).  Such assignment of warranties to FPL must also allow FPL
to further assign such warranties.  However, in the event that FPL
makes any warranty claim against Contractor with respect to Equipment or
services supplied in whole or in part by any Subcontractor or Vendor, and
Contractor fulfills its obligations with respect to such claim by FPL,
Contractor shall be entitled to enforce for its own benefit any warranty given
by such Subcontractor or Vendor with respect to such Equipment and
services.

     

    
      	
              12.7

            	
              Survival
      of Warranties

            


    

     

    The
provisions of this Article shall survive the expiration or termination of this
Agreement.

     

    ARTICLE
XIII.

    REPRESENTATIONS

     

    
      	
              13.1

            	
              Representations
      and Warranties.

            


    

     

    
      	
              13.1.1

            	
              Contractor
      represents and warrants to FPL
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contractor
      is a corporation, duly organized, validly existing, and in good standing
      under the laws of the State of Delaware and is duly authorized and
      qualified to conduct business in the State of
  Florida;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contractor
      has all requisite power and authority to conduct its business, own its
      properties and execute and deliver this Agreement and perform its
      obligations hereunder in accordance with the terms
  hereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      execution, delivery, and performance of the Contract Documents have been
      duly authorized by all requisite corporate action and this Agreement
      constitutes the legal, valid and binding obligation of Contractor,
      enforceable against Contractor in accordance with its
    terms;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Neither
      the execution, delivery or performance of the Contract Documents conflicts
      with, or results in a violation or breach of the terms, conditions or
      provisions of, or constitutes a default under, the organizational
      documents of Contractor or any agreement, contract, indenture or other
      instrument under which Contractor or its assets are bound, nor violates or
      conflicts with any Applicable Law or any judgment, decree, order, writ,
      injunction or award applicable to
Contractor;

            


    

    


    
      
        
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EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
               
      

            	
              (e)

            	
              Contractor
      is not in violation of any Applicable Law or Applicable Permit, which
      violations, individually or in the aggregate, would affect its performance
      of its obligations under the Contract
Documents;

            


    

     

    
      
        	
              	
                (f)

              	
                Except
      as described in Section 18.21, Contractor’s License, Contractor is the
      holder of all governmental consents, licenses, permissions and other
      authorizations and Applicable Permits required to operate and conduct its
      business now and as contemplated by the Contract Documents, other than
      Contractor Permits  and FPL Permits
      which will be obtained in accordance with the terms of the Contract
      Documents;

              


      

    

     

    
      	
               
      

            	
              (g)

            	
              There
      is no pending controversy, legal action, arbitration proceeding,
      administrative proceeding or investigation instituted, or to the best of
      Contractor’s knowledge threatened, against or affecting, or that could
      affect, the legality, validity and enforceability of the Contract
      Documents or the performance by Contractor of its obligations under the
      Contract Documents, nor does Contractor know of any basis for any such
      controversy, action, proceeding or
  investigation;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Contractor
      has examined this Agreement, including all Appendices attached hereto,
      thoroughly and become familiar with all its terms and
      provisions;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Contractor,
      by itself and through its Subcontractors and Vendors, has the full
      experience and proper qualifications to design and perform the Work and to
      construct the Plant in accordance with the terms of the Contract
      Documents;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Contractor
      has visited and examined the Property Site and is fully familiar with such
      Property Site and surrounding area and based on such visit and examination
      has no reason to believe that Contractor will be unable to complete the
      Work in accordance with the Contract
Documents;

            


    

     

    
      	
               
      

            	
              (k)

            	
              To
      the best of its knowledge, Contractor has reviewed all other documents and
      information necessary and available to Contractor in order to ascertain
      the nature, location and scope of the Work, the character and
      accessibility of the Property Site, the existence of obstacles to
      construction of the Plant and performance of the Work, the availability of
      facilities and utilities, and the location and character of existing or
      adjacent work or structures;

            


    

     

    
      	
               
      

            	
              (l)

            	
              Contractor
      owns or has the right to use all patents, trademarks, service marks,
      tradenames, copyrights, licenses, franchises, permits and intellectual
      property rights necessary to perform the Work without conflict with the
      rights of others;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Each
      of Contractor and *** is financially solvent, able to pay its debts as
      they mature, and possessed of sufficient working capital to complete its
      obligations under this Agreement;

            


    

     

    
      	
               
      

            	
              (n)

            	
              FPL
      may provide or may have provided Contractor with copies of certain
      studies, reports or other information (including oral statements) and
      Contractor represents and acknowledges
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              All
      such documents or information have been or will be provided as background
      information and as an accommodation to
  Contractor;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              FPL
      makes no representations or warranties with respect to the accuracy of
      such documents or the information (including oral statements) or opinions
      therein contained or expressed; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              It
      is not relying on FPL for any information, data, inferences, conclusions,
      or other information with respect to the Job Site (other than the boundary
      survey referred to in Section 4.7, Description of Property Site),
      including the surface conditions of the Job Site and the surrounding
      areas;

            


    

     

    
      	
               
      

            	
              (o)

            	
              All
      Persons who will perform any portion of the Work have and will have all
      business and professional certifications required by Applicable Law to
      perform their respective services under this
  Agreement;

            


    

     

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (p)

              	
                The
      access rights granted to or obtained by Contractor to the Job Site are
      adequate for the performance of the Work and operation of the Plant;
      and

              


      

       

    

    
      	
               
      

            	
              (q)

            	
              The
      Plant will be designed and constructed to achieve or exceed the Net Energy
      Output Guarantee.

            


    

     

    
      	
              13.1.2

            	
              FPL
      represents and warrants to Contractor
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              FPL
      is a corporation, duly organized, validly existing, and in good standing
      under the laws of Florida and is duly authorized and qualified to conduct
      business in the State of Florida;

            


    

     

    
      	
               
      

            	
              (b)

            	
              FPL
      has all requisite power and authority to conduct its business, own its
      properties and execute and deliver the Contract Documents and perform its
      obligations hereunder in accordance with the terms
  hereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      execution, delivery, and performance of the Contract Documents have been
      duly authorized by all requisite corporation action and this Agreement
      constitutes the legal, valid and binding obligation of FPL, enforceable
      against FPL in accordance with its
terms;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Neither
      the execution, delivery or performance of the Contract Documents conflicts
      with, or results in a violation or breach of the terms, conditions or
      provisions of, or constitutes a default under, the organizational
      documents of FPL or any agreement, contract, indenture or other instrument
      under which FPL or its assets are bound, nor violates or conflicts with
      any Applicable Law or any judgment, decree, order, writ, injunction or
      award applicable to FPL;

            


    

     

    
      	
               
      

            	
              (e)

            	
              FPL
      is not in violation of any Applicable Law or Applicable Permit, which
      violations, individually or in the aggregate, would affect its performance
      of its obligations under the Contract Documents;
  and

            


    

     

    
      	
               
      

            	
              (f)

            	
              FPL
      is the holder of all governmental consents, licenses, permissions and
      other authorizations and Applicable Permits required to operate and
      conduct its business now and as contemplated by the Contract Documents,
      other than FPL Permits which will be obtained in accordance with the terms
      of the Contract Documents.

            


    

     

    
      	
              13.2

            	
              Survival
      of Representations and
Warranties

            


    

     

    The
representations and warranties of the Parties herein shall survive execution and
termination of this Agreement.

     

    ARTICLE
XIV.

    FORCE
MAJEURE AND FPL CAUSED DELAY

     

    
      	
              14.1

            	
              Definition
      of Force Majeure Event

            


    

     

    
      	
              14.1.1

            	
              As
      used herein, the term “Force Majeure Event” shall mean any event or
      circumstance, or combination of events or circumstances, that arises after
      the date hereof, is beyond the reasonable control of the Party claiming
      the Force Majeure Event, is unavoidable or could not be prevented or
      overcome by the reasonable efforts and due diligence of the Party claiming
      the Force Majeure Event and has an impact which will actually,
      demonstrably, adversely and materially affect such Party’s ability to
      perform its obligations in accordance with the terms of the Contract
      Documents or has an impact which will actually, demonstrably, adversely
      and materially affect the Critical Path of the Work and performance of its
      obligations in accordance with the terms of the Contract
      Documents.  Without limiting the generality of the foregoing,
      events that may give rise to a Force Majeure Event include, without
      limitation:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Acts
      of God;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Natural
      disasters;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Fires;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Earthquakes;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Lightning;

            


    

     

    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    
       

      
        	
                 
      

              	
                (f)

              	
                Floods;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Storms;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Civil
      disturbances;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Terrorism;

              


      

       

    

    
      	
               
      

            	
              (j)

            	
              Riots;

            


    

     

    
      	
               
      

            	
              (k)

            	
              War;
      and

            


    

     

    
      	
               
      

            	
              (l)

            	
              The
      action of or failure to act on the part of any Government Authority having
      or asserting jurisdiction that is binding upon the Parties and has been
      opposed by all reasonable means,

            


    

     

    
      	
               
      

            	
               

            	
              In
      each case, that meet the definition of Force Majeure Event as set forth
      above.

            


    

     

    
      	
              14.1.2

            	
              Notwithstanding
      the foregoing, the term “Force Majeure Event” does not include, without
      limitation:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Strikes,
      work stoppages (or deteriorations), slowdowns or other labor actions,
      unless such strike, work stoppage or other labor action is a result of
      strike, work stoppage or other labor action originated by employees of the
      Party not claiming the Force Majeure
Event;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      labor or manpower shortages;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unavailability,
      late delivery, failure, breakage or malfunction of equipment or materials
      or events that affect the cost of equipment or
  materials;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Economic
      hardship (including lack of money);

            


    

     

    
      	
               
      

            	
              (e)

            	
              Perils
      of sea;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Delays
      in transportation (including delays in clearing customs) other than delays
      in transportation resulting from accidents or closure of roads or other
      transportation route by Government
Authorities;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Changes
      in Applicable Laws;

            


    

     

    
      	
               
      

            	
              (h)

            	
              ***;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Actions
      of a Government Authority with respect to Contractor’s compliance with
      Applicable Laws or Applicable
Permits;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Any
      failure by Contractor to obtain and/or maintain any Applicable Permit it
      is required to obtain and/or maintain
hereunder;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Any
      other act, omission, delay, default or failure (financial or otherwise) of
      a Subcontractor or Vendor; or

            


    

     

    
      	
               
      

            	
              (l)

            	
              Any
      surface or subsurface conditions at the Property Site (subject to
      Contractor’s rights as provided in Section 3.4.4, Differing Condition, of
      Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF
      CONTRACTOR).

            


    

     

    
      	
              14.1.3

            	
              Notwithstanding
      the foregoing and solely for the purpose of conducting the acceptance
      testing provided for in Section 2 of Appendix HH – Acceptance Testing, the
      term “Force Majeure Event” includes solar conditions that do not meet the
      express criteria set forth in in Section 2 of Appendix HH –
      Acceptance

            


    

     

     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    Testing,
subject however to the other requirements for an event or occurrence to be Force
Majeure Event and the other requirements set forth in this Article.

     

    
      	
              14.2

            	
              Notice
      of Force Majeure Event

            


    

     

    The Party
claiming a Force Majeure Event shall within five (5) Business Days after it
knows or should have known of the occurrence of the Force Majeure Event (or in
any event, no later than twenty (20) days after the commencement of the Force
Majeure Event), give the other Party written notice describing the details of
the cause and nature of the Force Majeure Event, the anticipated length of delay
due to the Force Majeure Event and any other affect on the Party’s performance
of its obligations hereunder; provided that if the Force Majeure Event results
in a breakdown of communications rendering it not reasonably practicable to give
notice within the applicable time limit specified herein, then the Party
claiming a Force Majeure Event shall give such notice as soon as reasonably
practicable after the reinstatement of communications, but no later than five
(5) Business Days after such reinstatement.  Within fifteen (15) days
after initial notification, such Party shall provide sufficient proof of the
occurrence and duration of such Force Majeure Event to the other Party and shall
thereafter provide the other Party with periodic supplemental updates to reflect
any change in information given to the other Party as often as requested by the
other Party.  The Party claiming the Force Majeure Event shall give
notice to the other Party of:  (i) the cessation of the relevant Force
Majeure Event; and (ii) the cessation of the effects of such Force Majeure Event
on the performance by it of its obligations under the Contract Documents as soon
as practicable after becoming aware thereof.  No Force Majeure Event
shall relieve any Party from performing those of its obligations that are not
affected by the Force Majeure Event.

     

    
      	
              14.3

            	
              Delay
      from Force Majeure Event

            


    

     

    
      	
              14.3.1

            	
              So
      long as the conditions set forth in this Section 14.3 are satisfied, and
      subject to Section 14.7, Performance Not Excused, neither Party shall be
      responsible or liable for, or deemed in breach of this Agreement because
      of, any failure or delay in complying with its obligations under or
      pursuant to the Contract Documents to the extent that such failure has
      been caused, or contributed to, by one or more Force Majeure Events or its
      effects or by any combination thereof, and in such
  event:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as otherwise provided herein, the performance by the Party claiming the
      Force Majeure Event of its obligations hereunder shall be suspended, and
      in the event that such Party is required to start or complete an action
      during a specific period of time, such start date or period for completion
      shall be extended, on the condition
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Such
      suspension of performance and extension of time shall be of no greater
      scope and of no longer duration than is required by the effects of the
      Force Majeure Event;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Party claiming the Force Majeure Event complies with Section 14.2, Notice
      of Force Majeure Event; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Party claiming the Force Majeure Event continually uses commercially
      reasonable efforts to alleviate and mitigate the cause and effect of the
      Force Majeure Event and remedy its inability to perform;
    and

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event Contractor desires to claim a Force Majeure Event, it must
      submit a request for Changes pursuant to Section 6.2, Change Orders
      Requested by Contractor, of Article VI, CHANGE
  ORDERS.

            


    

     

    
      	
              14.3.2

            	
              Solely
      with respect to a Force Majeure Event described in Section 14.1.3, if such
      Force Majeure Event continues for sixty (60) consecutive days from the
      commencement of acceptance testing, then, solely for purposes of Section
      11.2, FPL shall deem Contractor to have satisfied the Minimum Performance
      Level and Schedule Liquidated Damages shall not be payable.  In
      such event, Contractor shall not be deemed to have achieved Provisional
      Acceptance until solar conditions exist that meet the express criteria set
      forth in in Section 2 of Appendix HH – Acceptance Testing and the Minimum
      Performance Level is achieved in accordance with Section
    11.6.

            


    

    


    
      
        
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    TURNKEY
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              14.3.3

            	
              Contractor’s
      failure to comply with this Section 14.3, shall constitute a waiver of any
      claims as a result of a Force Majeure
Event.

            


    

     

    
      	
              14.4

            	
              Removal
      of Force Majeure

            


    

     

    If,
within a reasonable time after a Force Majeure Event that has caused Contractor
to suspend or delay performance of the Work, action to be undertaken at the
expense of FPL has been identified and recommended to Contractor, and Contractor
has failed within five (5) days after receipt of notice thereof from FPL to take
such action as Contractor could lawfully and reasonably initiate to remove or
relieve either the Force Majeure Event or its direct or indirect effects, FPL
may, in its sole discretion and after notice to Contractor, initiate such
reasonable measures as will be designed to remove or relieve such Force Majeure
Event or its direct or indirect effects and thereafter require Contractor to
resume full or partial performance of the Work.  To the extent
Contractor’s failure to take such measures results in expense in addition to
what FPL would have paid to Contractor (whether as part of the original Contract
Price or as additional compensation to the extent the requested measures
constituted a Change Order altering the scope of the Work) had Contractor taken
such measures, such additional expense shall be for Contractor’s
account.

     

    
      	
              14.5

            	
              Notice
      of FPL Caused Delay

            


    

     

    
      	
              14.5.1

            	
              In
      the event Contractor desires to claim an FPL Caused Delay, Contractor
      shall within five (5) Business Days after it knows or should have known of
      the occurrence of the FPL Caused Delay, give FPL written notice describing
      the details of the FPL Caused Delay, the anticipated length of such delay
      and any other affect on Contractor’s performance of its obligations
      hereunder.  Within fifteen (15) days after initial notification,
      Contractor shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Provide
      to FPL demonstrable proof of the occurrence and duration of such FPL
      Caused Delay and, if requested by FPL, such proof shall be provided, and
      in any event verified, by an independent third party reasonably acceptable
      to FPL and Contractor at the sole cost and expense of Contractor;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Thereafter
      provide FPL with periodic supplemental updates to reflect any change in
      information given to FPL as often as requested by
  FPL.

            


    

     

    
      	
              14.5.2

            	
              In
      the event that Contractor claims an FPL Caused Delay in violation of this
      provision, FPL shall be entitled to set-off against any payments due to
      Contractor or draw upon any security provided by Contractor (including the
      Letter of Credit) to compensate FPL for all costs (including reasonable
      attorneys’ and other consultants’ fees) incurred in enforcing this Section
      14.5.

            


    

     

    
      	
              14.6

            	
              Delay
      from FPL Caused Delay

            


    

     

    
      	
              14.6.1

            	
              So
      long as the conditions set forth in this Section 14.6, are satisfied and
      subject to Section 14.7, Performance Not Excused, Contractor shall not be
      responsible or liable for, or deemed in breach of the Contract Documents
      because of, any failure or delay in completing the Work in accordance with
      the Project Schedule or achieving Provisional Acceptance by the Guaranteed
      Provisional Acceptance Date to the extent that such failure has been
      caused by one or more FPL Caused Delays, and in such event, except as
      otherwise provided herein, the start date or period for completion of any
      portion of the Work shall be extended, on the condition
    that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Such
      suspension of performance and extension of time shall be of no greater
      scope and of no longer duration than is required by the effects of the FPL
      Caused Delay;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contractor
      complies with Section 14.5, Notice of FPL Caused Delay;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Contractor
      provides all assistance reasonably requested by FPL for the elimination or
      mitigation of the FPL Caused Delay.

            


    

     

    
      	
              14.6.2

            	
              In
      the event Contractor desires to claim an FPL Caused Delay, it must submit
      a request for Changes pursuant to Section 6.2, Change Orders Requested by
      Contractor, of Article VI, CHANGE ORDERS, and Contractor shall be entitled
      to suspension of performance or extension of time (including an extension
      of the Guaranteed Provisional Acceptance Date) together with demonstrated,
      justified and 

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              reasonable
      additional costs incurred by reason of such delay to the extent agreed
      upon by both Parties pursuant to a Change Order in accordance with Section
      6.2, Change Orders Requested by Contractor, of Article VI, CHANGE
      ORDERS.  Failure to comply with the terms of this Section 14.6,
      shall constitute a waiver of any claims for an increase in the Project
      Schedule or the Contract Price as a result of an FPL Caused
      Delay.

            


    

     

    
      	
              14.7

            	
              Performance
      Not Excused

            


    

     

    The
payment of money owed shall not be excused because of a Force Majeure Event or
FPL Caused Delay.  In addition, a Party shall not be excused under
this Article from timely performance of its obligations hereunder to the extent
that the claimed Force Majeure Event or FPL Caused Delay was caused by any
negligent or intentional acts, errors, or omissions, or for any breach or
default of the Contract Documents by such Party.  Furthermore, no
suspension of performance or extension of time shall relieve the Party
benefiting therefrom from any liability for any breach of the obligations that
were suspended or failure to comply with the time period that was extended to
the extent such breach or failure occurred prior to the occurrence of the
applicable Force Majeure Event or FPL Caused Delay.  Notwithstanding
anything contained herein to the contrary, Contractor shall not withdraw
Contractor’s Equipment and personnel from the Job Site or otherwise demobilize
without the prior authorization of FPL.  Contractor shall not be
entitled to receive reimbursement for its costs of demobilization and/or
remobilization as a result of any Force Majeure Event.

     

    ARTICLE
XV.

    TERMINATION

     

    
      	
              15.1

            	
              Contractor
      Events of Default

            


    

     

    The
occurrence of any of the following events shall constitute an event of default
by Contractor (each a “Contractor Event of Default”):

     

    
      	
              15.1.1

            	
              The
      failure of Contractor, subject to the grace period provided in Section
      11.1, Completion Guarantee, of Article XI, CONTRACTOR GUARANTEES AND
      LIQUIDATED DAMAGES, to achieve Provisional Acceptance by the Guaranteed
      Provisional Acceptance Date;

            


    

     

    
      	
              15.1.2

            	
              Intentionally
      Deleted.

            


    

     

    
      	
              15.1.3

            	
              The
      failure of Contractor to achieve Final Acceptance within *** (***) days
      after the Guaranteed Provisional Acceptance
  Date;

            


    

     

    
      	
              15.1.4

            	
              The
      failure of the Plant to continue to operate at Minimum Performance Level
      after Provisional Acceptance and prior to Final Acceptance, unless such
      failure is caused by FPL’s failure to properly operate and maintain the
      Plant in accordance with Contractor’s written instructions provided
      hereunder;

            


    

     

    
      	
              15.1.5

            	
              The
      Plant, during the period of time between Provisional Acceptance and Final
      Acceptance, is not capable of being operated in accordance with Plant
      operating procedures and all Applicable Laws and Applicable Permits, and
      other requirements of the Agreement, and all operating conditions
      specified in the Scope of Work;

            


    

     

    
      	
              15.1.6

            	
              The
      failure by Contractor to pay liquidated damages as required
      herein;

            


    

     

    
      	
              15.1.7

            	
              Any
      failure by Contractor to make any other payment or payments required to be
      made to FPL under the Contract Documents within five (5) Business Days
      after receipt of written notice from FPL of Contractor’s failure to make
      such other payment or payments (except, in the case of payments other than
      Schedule Liquidated Damages, to the extent Contractor disputes such other
      payment or payments in good faith and in accordance with the terms of this
      Agreement);

            


    

     

    
      	
              15.1.8

            	
              Any
      of the following occurs:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contractor
      fails to supply sufficient skilled workers or suitable materials or
      equipment;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contractor
      fails to make prompt payments when due to Subcontractors or Vendors for
      labor, materials or equipment;

            


    

    


    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
               
      

            	
              (c)

            	
              Contractor
      suspends performance of a material portion of the Work (other than as
      provided in:  (i) Article XIV, FORCE MAJEURE AND FPL CAUSED
      DELAY; (ii) Section 15.4.1, Suspension by FPL for Convenience, (iii)
      Section 15.7, Termination by Contractor Due to FPL Default; or (iv)
      pursuant to a Change Order); or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Contractor
      fails to comply with any provision of any Applicable
  Law,

            


    

     

    
      	
               
      

            	
               

            	
              and
      if in each paragraph (a) through (d) of this Section, such condition
      remains unremedied for thirty (30) days following written notice thereof
      by FPL, or for such longer period, not to exceed sixty (60) days, during
      which time Contractor diligently pursues the cure of such material breach,
      if such material breach is capable of being
  cured;

            


    

     

    
      	
              15.1.9

            	
              The
      failure by Contractor to deliver any recovery plan described in Section
      5.3.3, of Section 5.3, Project Schedule, of Article V, PROJECT SCHEDULE,
      within thirty (30) days after the date such recovery plan is due pursuant
      to the terms of such Section, or following approval of a recovery plan
      pursuant to such Section, the failure of Contractor to meet the schedule
      set forth in such recovery plan;

            


    

     

    
      	
              15.1.10

            	
              Any
      breach by Contractor of any representation or warranty made by Contractor
      in Article XIII, REPRESENTATIONS;

            


    

     

    
      	
              15.1.11

            	
              Any
      breach by Contractor of any obligation, covenant or agreement of
      Contractor hereunder other than those breaches specified in this Section
      15.1, and:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Such
      breach is not cured by Contractor within fifteen (15) days after notice
      thereof from FPL; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      such breach is not capable of being cured within such fifteen (15) day
      period (as determined by FPL in its sole discretion), Contractor fails
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Commence
      to cure such breach within such fifteen (15) day
  period;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Thereafter
      diligently proceed to cure such breach in a manner satisfactory to FPL in
      its sole discretion;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Cure
      such breach within ninety (90) days after notice thereof from
      FPL;

            


    

     

    
      	
              15.1.12

            	
              Any
      of the following occurs:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contractor 
      *** consents to the appointment of or taking possession by, a receiver, a
      trustee, custodian, or liquidator of itself or of a substantial part of
      its assets, or fails or admits in writing its inability to pay its debts
      generally as they become due, or makes a general assignment for the
      benefit of creditors;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Contractor 
      *** files a voluntary petition in bankruptcy or a voluntary petition or an
      answer seeking reorganization in a proceeding under any applicable
      bankruptcy or insolvency laws or an answer admitting the material
      allegations of a petition filed against it in any such proceeding, or
      seeks relief by voluntary petition, answer or consent, under the
      provisions of any now existing or future bankruptcy, insolvency or other
      similar law providing for the liquidation, reorganization, or winding up
      of corporations, or providing for an agreement, composition, extension, or
      adjustment with its creditors;

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      substantial part of Contractor’s  *** assets is subject to the
      appointment of a receiver, trustee, liquidator, or custodian by court
      order and such order shall remain in effect for more than thirty (30)
      days; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Contractor 
      *** is adjudged bankrupt or insolvent, has any property sequestered by
      court order and such order shall remain in effect for more than thirty
      (30) days, or has filed against it a petition under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation law of any jurisdiction, whether now or hereafter in
      effect, and such petition shall not be dismissed within thirty (30) days
      of such filing;

            


    

    


     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              15.1.13

            	
              The
      dissolution of Contractor, except for the purpose of merger, consolidation
      or reorganization where the successor expressly assumes Contractor’s
      obligations hereunder and such assignment and assumption does not
      materially adversely affect the ability of the successor to perform its
      obligations under the Contract Documents  *** remains in full force
      and effect for the obligations of such
  successor;

            


    

     

    
      	
              15.1.14

            	
              The
      transfer by Contractor of all or a substantial portion of
    the:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Rights
      and/or obligations of Contractor hereunder, except for an assignment
      permitted hereunder; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Assets
      or obligations of Contractor, except where the transferee expressly
      assumes the transferred obligations and such transfer does not materially
      adversely affect the ability of Contractor or the transferee, as
      applicable, to perform its obligations under the Contract Documents, as
      determined by FPL in its sole
discretion;

            


    

     

    
      	
              15.1.15

            	
              ***;

            


    

     

    
      	
              15.1.16

            	
              Any
      failure by Contractor to maintain the insurance coverages required of it
      in accordance with Article IX,
INSURANCE;

            


    

     

    
      	
              15.1.17

            	
              Any
      failure of Contractor to maintain the Letter of Credit in accordance with
      Section 7.5, Letters of Credit, of Article VII, CONTRACT PRICE; PAYMENTS
      TO CONTRACTOR, ***; unless the available amount thereunder *** has been
      drawn in full in accordance with the terms
  thereof;

            


    

     

    
      	
              15.1.18

            	
              Any
      abandonment of the Work by Contractor, where “Abandonment” for the
      purposes of this Section shall mean that Contractor has substantially
      reduced personnel at the Job Site or removed required equipment from the
      Job Site such that, in the opinion of an experienced construction manager,
      Contractor would not be capable of completing the Critical Milestones in
      accordance with the Project Schedule;
or

            


    

     

    
      	
              15.1.19

            	
              ***.

            


    

     

    
      	
              15.2

            	
              Termination
      by FPL Due to Contractor Default;
      Other
Remedies.

            


    

     

    
      	
              15.2.1

            	
              Upon
      the occurrence of a Contractor Event of Default, FPL may, at its option,
      terminate this Agreement, without prejudice to any other rights and
      remedies available to FPL under this Agreement, by giving written notice
      thereof to Contractor, which termination shall be effective upon the
      giving of such notice by FPL.

            


    

     

    
      	
              15.2.2

            	
              In
      the event of a termination by FPL under this Section 15.2, FPL shall have
      the right to take possession of and use all of the Contractor Equipment
      located at the Job Site on the date of such termination for the purpose of
      completing the Work and may employ any other Person to complete the Work
      by whatever method that FPL may deem necessary.  In addition,
      FPL may make such expenditures as in FPL’s sole judgment will accomplish
      the timely completion of the Work in accordance with the terms
      hereof.

            


    

     

    
      	
              15.2.3

            	
              In
      the event of termination by FPL under this Section 15.2, Contractor shall
      not be entitled to receive any further payments under the Contract
      Documents (other than undisputed payments owed and payable to Contractor
      hereunder prior to the date of such
  termination).

            


    

     

    
      	
              15.2.4

            	
              In
      the event of termination by FPL under this Section 15.2, Contractor shall
      be responsible for and shall reimburse FPL for the following
      amounts:

            


    

    
 

    ***
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    TURNKEY
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              (a)

            	
              All
      reasonable costs and expenses incurred by FPL to engage a substitute
      contractor to complete (or cure deficiencies in) the Work, including,
      without limitation, overhead and legal, engineering and other professional
      expenses;

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      reasonable costs and expenses incurred in connection with the termination
      of the Contract Documents, including costs and expenses incurred in
      connection with the obligations set forth under Section 15.9, Obligations
      Upon Termination;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      amount by which:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      cost reasonable to complete (or cure deficiencies in) the Work,
      exceeds

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      balance of the Contract Price unpaid at the time of the termination;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      actual damages occasioned by reason of said default, except that Parties
      agree that Schedule Liquidated Damages shall apply in lieu of delay
      damages for late completion.

            


    

     

    
      	
              15.2.5

            	
              Upon
      the occurrence and during the continuance of a Contractor Event of Default
      but prior to termination of this Agreement by FPL, FPL may, without
      prejudice to any of its other rights or
  remedies:

            


    

     

    
      	
               
      

            	
              (a)

            	
              ***;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Seek
      equitable relief to cause Contractor to take action or to refrain from
      taking action pursuant to this Agreement, or to make restitution of
      amounts improperly received under this
  Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Make
      such payments or perform such obligations as are required to cure such
      Contractor Event of Default, and then draw on or make a claim against the
      Letter of Credit or other security provided pursuant to this Agreement for
      the cost of such payment or performance and/or offset the cost of such
      payment or performance against payments otherwise due to Contractor under
      this Agreement; provided that FPL shall be under no obligation to cure any
      such Contractor Event of Default;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Seek
      damages as provided in Section 15.2.4, including proceeding against any
      bond, guarantee, letter of credit, or other security given by or for the
      benefit of Contractor for its performance under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Require
      direct payment or co-payment to Subcontractors or Vendors and any such
      payments or co-payments shall be credited against amounts due to
      Contractor under the Agreement; or

            


    

     

    
      	
               
      

            	
              (f)

            	
              Assign
      to FPL any agreement or purchase order with a Subcontractor or Vendor,
      provided that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              FPL
      shall assume the obligations under such agreement or purchase order
      accruing after the date of such
assignment;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      requested by FPL, Contractor shall remain responsible for administering
      and managing such agreement or purchase order (including enforcing the
      warranty obligations thereunder);
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              In
      no event shall Contractor be relieved of its obligation to achieve
      Provisional Acceptance or Final Acceptance as a result of such
      assignment.

            


    

     

    
      	
              15.3

            	
              Termination
      by FPL for Convenience.

            


    

     

    
      	
              15.3.1

            	
              FPL
      may terminate this Agreement at any time for any reason in its sole
      discretion by giving written notice thereof to Contractor, which
      termination shall be effective upon the giving of such notice by
      FPL.  Upon receiving any such notice of termination, Contractor
      shall stop performing the Work and, except as otherwise directed by FPL,
      shall cancel as quickly as possible all orders placed by it with
      Subcontractors and Vendors and shall use all reasonable efforts to
      minimize cancellation charges and other costs and expenses associated with
      the termination of the Agreement.  Contractor shall also
      promptly assign all subcontracts and purchase orders which FPL wishes to
      retain in accordance with Section 15.9, Obligations
      Upon Termination.

            


    

    


     

    ***
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              15.3.2

            	
              In
      the event of a termination by FPL under Section 15.3.1, Contractor shall
      be entitled to receive, as its sole and exclusive remedy for such
      termination, a termination payment (“Termination Payment”) equal to the
      termination amount as set forth in the Termination Payment
      Schedule.

            


    

     

    
      	
              15.3.3

            	
              Intentionally
      Deleted.

            


    

     

    
      	
              15.3.4

            	
              In
      addition to FPL’s right to terminate set forth in Section 15.3.1
      above, FPL may terminate this Agreement because any of the following
      occurs pursuant to the Power Plant Siting Act, § 403.501-518, Florida
      Statutes and/or Chapter 62-17, Part I, (§ 62-17.011-62-17.293) of the
      Florida Administrative Code, the procedural rule implementing the act or
      otherwise:

            


    

     

    
      	
               
      

            	
              (a)

            	
              FPL
      does not select the Project pursuant to the “Request for
      Proposals”;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Siting Board does not issue a “Land Use Order” for the
      Project;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Siting Board does not issue a “Final Certification
  Order”;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Florida Department of Environmental Protection does not issue the “Air
      Construction Permit”;

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      State of Florida Public Service Commission does not issue a “Need Order”
      for the Project;

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Project is unable to obtain the applicable local, county, state or federal
      permits not covered by the Power Plant Siting
  Act;

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      administrative law judge responsible for recommending the Project to the
      Governor fails to recommend the
Project;

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      Governor fails to approve the
Project;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Any
      other Government Authority whose approval or recommendation is necessary
      for the Project to be constructed fails to grant such approval or give
      such recommendation; or

            


    

     

    
      	
               
      

            	
              (j)

            	
              As
      a condition of obtaining any of the foregoing approvals or
      recommendations, FPL is required to materially amend the proposal for the
      Project (as determined in FPL’s sole
  discretion);

            


    

     

    then
Contractor shall not be entitled to receive any further payments under the
Contract Documents, except for the applicable Termination
Payment.  

     

    
      	
              15.3.5

            	
              Any
      amount owed pursuant to this Section 15.3, shall be subject to adjustment
      to the extent any Work contains
Defects.

            


    

     

    
      	
              15.4

            	
              Suspension
      by FPL for Convenience.

            


    

     

    
      	
              15.4.1

            	
              FPL
      may suspend all or a portion of the Work to be performed under the
      Contract Documents at any time for any reason in its sole discretion by
      giving written notice thereof to Contractor.  Such suspension,
      not to exceed 90 days individually and 180 days total while this Agreement
      is in effect, shall continue for the period specified in the notice of
      suspension; provided that Contractor agrees to resume performance of the
      Work promptly upon receipt of notice from FPL.  Upon receiving
      any such notice of suspension, unless the notice requires otherwise,
      Contractor shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Immediately
      discontinue the Work on the date and to the extent specified in the
      notice;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Place
      no further orders or subcontracts for Equipment, services or facilities
      with respect to suspended Work, other than to the extent required in the
      notice;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Promptly
      make every reasonable effort to obtain suspension, with terms reasonably
      satisfactory to FPL, of all orders, subcontracts and rental agreements to
      the extent they relate to performance of suspended
  Work;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Continue
      to protect and maintain the Work performed, including those portions on
      which Work has been suspended; and

            


    

    


    
      
        
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EPC AGREEMENT

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PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
               
      

            	
              (e)

            	
              Take
      any other reasonable steps to minimize costs and expenses associated with
      such suspension.

            


    

     

    
      	
              15.4.2

            	
              Except
      as provided in Section 15.4.3, below, as full compensation for any
      suspension under this Section, Contractor will be reimbursed by FPL for
      the costs, as reasonably incurred, without duplication of any item, to the
      extent that such costs directly result from such suspension of the Work
      and to the extent that they do not reflect reimbursement for Contractor’s,
      Vendors’ or Subcontractors’ anticipated profit from unperformed Work,
      including all necessary and reasonable costs incurred in connection with
      demobilization and remobilization of Contractor’s facility and Labor and
      Contractor Equipment, plus an amount equal to ***% of such
      amounts.

            


    

     

    
      	
              15.4.3

            	
              Upon
      delivery of notice by FPL to Contractor to resume suspended Work,
      Contractor shall, as promptly as reasonably possible, resume performance
      under the Contract Documents to the extent required in the
      notice.  Contractor may request a Change Order as a result of a
      suspension of Work under this Section within fourteen (14) days after
      receipt of notice to resume the suspended Work; provided that such
      suspension was not due to Contractor’s negligence, willful misconduct or
      noncompliance with the terms of this Agreement.  Contractor
      shall submit to FPL a request for Changes in accordance with Article VI,
      CHANGE ORDERS, and such request shall be accompanied by sufficient
      documentation setting forth the schedule impact and monetary extent of
      such claim in sufficient detail to permit thorough analysis by FPL;
      provided that if such information is not available within such fourteen
      (14) day period, Contractor shall notify FPL of such within such fourteen
      (14) day period and provide an expected date (which shall be as soon as
      reasonably practicable) for providing such information.  If
      Contractor does not submit a request for Changes within such fourteen (14)
      day period and provide the information regarding schedule and monetary
      impact as required above within such fourteen (14) day period (or by the
      expected date if not possible during such fourteen (14) day period),
      Contractor shall not be entitled to any additional consideration or other
      amendments hereto and shall be deemed to have waived all claims and
      offsets against FPL as a result of the suspension of
      Work.  Contractor shall permit access by FPL to pertinent
      records for purposes of reviewing the claims by Contractor of schedule and
      monetary impact.

            


    

     

    
      	
              15.4.4

            	
              Contractor
      shall not have any recourse to the provisions of Sections 15.4.2 or 15.4.3
      if and to the extent that any suspension by FPL under this Section 15.4.1
      occurs contemporaneously with any Force Majeure Event, FPL Caused Delay or
      a breach of Contractor’s obligations under this
  Agreement.

            


    

     

    
      	
              15.5

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
              15.6

            	
              FPL
      Events of Default

            


    

     

    The
occurrence and continuation of any of the following events shall constitute an
event of default by FPL (each, an “FPL Event of Default”):

     

    
      	
              15.6.1

            	
              A
      failure by FPL to make payment of any undisputed amount when due, and such
      breach is not cured by FPL within fifteen (15) days after FPL’s receipt of
      notice thereof from Contractor; or

            


    

     

    
      	
              15.6.2

            	
              Any
      breach by FPL of any representation or warranty made by FPL in Article
      XIII, REPRESENTATIONS;

            


    

     

    
      	
              15.6.3

            	
              Any
      of the following occurs:

            


    

     

    
      	
               
      

            	
              (a)

            	
              FPL
      consents to the appointment of or taking possession by, a receiver, a
      trustee, custodian, or liquidator of itself or of a substantial part of
      its assets, or fails or admits in writing its inability to pay its debts
      generally as they become due, or makes a general assignment for the
      benefit of creditors;

            


    

     

    
      	
               
      

            	
              (b)

            	
              FPL
      files a voluntary petition in bankruptcy or a voluntary petition or an
      answer seeking reorganization in a proceeding under any applicable
      bankruptcy or insolvency laws or an answer admitting the material
      allegations of a petition filed against it in any such proceeding, or
      seeks relief by voluntary petition, answer or consent, under the
      provisions of any now existing or future bankruptcy, insolvency or other
      similar law providing for the liquidation, reorganization, or winding up
      of corporations, or providing for an agreement, composition, extension, or
      adjustment with its creditors;

            


    

    


    
      
        
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EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
               
      

            	
              (c)

            	
              A
      substantial part of FPL’s assets is subject to the appointment of a
      receiver, trustee, liquidator, or custodian by court order and such order
      shall remain in effect for more than thirty (30) days;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              FPL
      is adjudged bankrupt or insolvent, has any property sequestered by court
      order and such order shall remain in effect for more than thirty (30)
      days, or has filed against it a petition under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation law of any jurisdiction, whether now or hereafter in
      effect, and such petition shall not be dismissed within thirty (30) days
      of such filing.

            


    

     

    
      	
              15.6.4

            	
              Any
      breach by FPL of any obligation, covenant or agreement of FPL hereunder
      other than those breaches specified in this Section 15.6,
    and:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Such
      breach is not cured by FPL within fifteen (15) days after notice thereof
      from Contractor; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      such breach is not capable of being cured within such fifteen (15) day
      period (as determined by Contractor in its sole discretion), FPL fails
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Commence
      to cure such breach within such fifteen (15) day
  period;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Thereafter
      diligently proceed to cure such breach in a manner satisfactory to
      Contractor in its sole discretion;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Cure
      such breach within ninety (90) days after notice thereof from
      Contractor.

            


    

     

    
      	
              15.6.5

            	
              The
      dissolution of FPL, except for the purpose of merger, consolidation or
      reorganization where the successor expressly assumes FPL’s obligations
      hereunder and such assignment and assumption does not materially adversely
      affect the ability of the successor to perform its obligations under the
      Contract Documents.

            


    

     

    
      	
              15.6.6

            	
              The
      transfer by FPL of all or a substantial portion of
  the:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Rights
      and/or obligations of FPL hereunder, except for an assignment permitted
      hereunder; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Assets
      or obligations of FPL, except where the transferee expressly assumes the
      transferred obligations and such transfer does not materially adversely
      affect the ability of FPL or the transferee, as applicable, to perform its
      obligations under the Contract Documents, as determined by Contractor in
      its sole discretion;

            


    

     

    
      	
              15.6.7

            	
              Any
      failure by FPL to maintain the insurance coverages required of it in
      accordance with Article IX,
INSURANCE;

            


    

     

    
      	
              15.7

            	
              Termination
      by Contractor Due to FPL
Default.

            


    

     

    
      	
              15.7.1

            	
              Subject
      to Section 15.7.2, below, upon the occurrence and during the continuance
      of an FPL Event of Default beyond the applicable grace period, Contractor
      may terminate this Agreement thirty (30) Days after giving written notice
      thereof to FPL so long as the amount owed by FPL (other than any amount
      disputed in accordance with the terms of this Agreement) is not paid
      within such period.

            


    

     

    
      	
              15.7.2

            	
              In
      the event of such termination, Contractor shall be entitled to receive an
      amount equal to the Termination Payment as its sole and exclusive remedy
      for such termination.

            


    

     

    
      	
              15.8

            	
              Continuing
      Obligations and Remedies During Event of
  Default

            


    

     

    In the
event of the occurrence of any default hereunder:

     

    
      	
              15.8.1

            	
              Neither
      Party shall be relieved of any of its liabilities or obligations
      hereunder, unless and until such liabilities and obligations are
      terminated in accordance with the provisions hereof;
  and

            


    

     

    
      	
              15.8.2

            	
              Each
      Party shall have the right to pursue any right or remedy available to it,
      hereunder.

            


    

     

    
      	
              15.9

            	
              Obligations
      Upon Termination

            


    

     

    Upon a
termination of this Agreement pursuant to Section 15.2:

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              15.9.1

            	
              Contractor
      shall leave the Job Site and remove from the Job Site all Contractor
      Equipment, waste, rubbish and Hazardous Material as FPL may
      request;

            


    

     

    
      	
              15.9.2

            	
              FPL
      shall take possession of the Job Site and of the Equipment (whether at the
      Job Site, in transit or otherwise);

            


    

     

    
      	
              15.9.3

            	
              Contractor
      shall promptly assign to FPL or its designee any contract rights
      (including warranties, licenses, patents and copyrights) that it has to
      any and all Equipment and the Work, including, without limitation,
      contracts with Subcontractors and Vendors, and Contractor shall execute
      such documents as may be reasonably requested by FPL to evidence such
      assignment, subject to FPL’s assumption of same and, if required, FPL’s
      adequate assurance to such Subcontractors or Vendors regarding FPL’s
      ability to pay;

            


    

     

    
      	
              15.9.4

            	
              Contractor
      shall promptly furnish FPL with copies of all Drawings and, to the extent
      available, Final Plans, and copies of all computer files containing
      Drawings or Final Plans;

            


    

     

    
      	
              15.9.5

            	
              Contractor
      hereby grants FPL and its designee with the right to use, free of charge,
      all patented, copyrighted and other proprietary information relating to
      the Work that FPL deems necessary to complete the Work, and Contractor
      shall execute such documents as may be reasonably requested by FPL to
      evidence such right;

            


    

     

    
      	
              15.9.6

            	
              Contractor
      shall assist FPL in preparing an inventory of all Equipment in use or in
      storage at the Job Site;

            


    

     

    
      	
              15.9.7

            	
              Contractor
      shall perform all Remediation Work requested by FPL;
  and

            


    

     

    
      	
              15.9.8

            	
              Contractor
      shall take such other action as required hereunder upon termination of
      this Agreement.

            


    

     

    
      	
              15.10

            	
              Termination
      and Survival of Terms

            


    

     

    Upon
termination of this Agreement pursuant to this Article, the rights and
obligations of the Parties hereunder shall terminate, except for the rights and
obligations:

     

    
      	
              15.10.1

            	
              Accrued
      as of the date of termination;

            


    

     

    
      	
              15.10.2

            	
              Arising
      out of events occurring prior to the date of termination;
    and

            


    

     

    
      	
              15.10.3

            	
              Of
      the Parties which survive termination, including the rights and
      obligations forth in Articles XII, CONTRACTOR’S WARRANTIES, and XIII,
      REPRESENTATIONS.

            


    

     

    ARTICLE
XVI.

    INDEMNIFICATION

     

    
      	
              16.1

            	
              Contractor
      Indemnification

            


    

     

    Contractor
agrees to reimburse, indemnify, defend and hold FPL, the Financing Parties and
their Affiliates and each of their respective directors, officers, employees,
representatives, agents, advisors, consultants, counsel and assigns harmless
from and against, on an After-Tax Basis, any and all losses, claims,
obligations, demands, assessments, penalties, liabilities, costs, damages and
expenses (including reasonable attorneys’ fees and expenses) (collectively,
“Damages”) asserted against or incurred by such indemnitees by reason of or
resulting from any and all of the following:

     

    
      	
              16.1.1

            	
              Any
      bodily injury, death or damage to property caused by any act or omission
      (including strict liability) or willful misconduct relating to or arising
      out of the performance of the Work or any curative action under any
      warranty following performance of the Work, of Contractor or any Affiliate
      thereof, any Subcontractor or Vendor, or anyone directly or indirectly
      employed by any of them, or anyone for whose acts such Person may be
      liable;

            


    

     

    
      	
              16.1.2

            	
              Any
      third party claims resulting in bodily or property damage arising out of
      defective and/or nonconforming Work relating to or arising out of the
      performance of the Work;

            


    

     

    
      	
              16.1.3

            	
              Claims
      by any Government Authority for any Contractor
  Taxes;

            


    

     

    
      	
              16.1.4

            	
              Any
      pollution or contamination which originates from sources in Contractor’s
      or its Subcontractors’ or Vendors’ possession, use or control or caused by
      the release by Contractor or its Subcontractors or
  Vendors

            


    

    


    
      
        
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EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              (excluding
      Pre-Existing Hazardous Material other than as provided in (e) below),
      including, without limitation, from Hazardous Material, toxic waste,
      industrial hazards, sanitary waste, fuel, lubricant, motor oil, paint,
      solvent, bilge and garbage;

            


    

     

    
      	
              16.1.5

            	
              Any
      release or exacerbation of Pre-Existing Hazardous Materials or rendering
      removal or remediation of Pre-Existing Hazardous Materials more costly,
      which in any of such events is caused by any negligent act or omission of
      Contractor or any Affiliate thereof, any Subcontractor or Vendor, or
      anyone directly or indirectly employed by any of them, or anyone for whose
      acts such Person may be liable;

            


    

     

    
      	
              16.1.6

            	
              To
      the extent FPL has paid all undisputed amounts due pursuant to the
      Contract Documents, any Lien, as set forth in Section 3.25, Claims and
      Liens for Labor and Materials, of Article III, CERTAIN OBLIGATIONS AND
      RESPONSIBILITIES OF CONTRACTOR, on the Equipment, the Job Site or any
      fixtures or personal property included in the Work (whether or not any
      such Lien is valid or enforceable) created by, through or under, or as a
      result of any act or omission (or alleged act or omission) of, Contractor
      or any Subcontractor, Vendor or other Person providing labor or materials
      in connection with the Work;

            


    

     

    
      	
              16.1.7

            	
              Any
      claim, action or proceeding by any Person for unauthorized disclosure,
      use, infringement or misappropriation of any Intellectual Property Right
      arising from:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contractor’s
      performance (or that of its Affiliates, Subcontractors or Vendors) under
      the Contract Documents, including, without limitation, the Work,
      Equipment, Drawings, Final Plans or other items and services provided by
      Contractor or any Subcontractor or Vendor
  hereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      use or ownership of any Contractor
Deliverable;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      license granted hereunder; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      design, engineering, construction, use, operation or ownership of the
      Plant or any portion thereof;

            


    

     

    
      	
               
      

            	
              (e)

            	
              (Without
      limiting the provisions of Section 12.3, Proprietary Rights, of Article
      XII, CONTRACTOR’S WARRANTIES, if FPL is enjoined from completing the
      Project or any part thereof, or from the use, operation or enjoyment of
      the Project or any part thereof, as a result of such claim or legal action
      or any litigation based thereon, Contractor shall promptly use its best
      efforts to have such injunction removed at no cost to
  FPL.)

            


    

     

    
      	
              16.1.8

            	
              Any
      vitiation of any insurance policy procured under Article IX, INSURANCE, as
      a result of Contractor’s failure to comply with any of the requirements
      set forth in such policy or any other act by Contractor or any
      Subcontractor or Vendor;

            


    

     

    
      	
              16.1.9

            	
              Any
      failure of the Project, as designed, constructed or completed by
      Contractor, to comply with, or be capable of operating in compliance with,
      Applicable Laws or the conditions or provisions of Applicable
      Permits;

            


    

     

    
      	
              16.1.10

            	
              Any
      failure of Contractor to comply with Applicable Laws or the conditions or
      provisions of Applicable Permits;
and

            


    

     

    
      	
              16.1.11

            	
              Any
      claims with respect to employer’s liability or worker’s compensation filed
      by any employee of Contractor or any of its Subcontractors or
      Vendors.

            


    

     

    
      	
              16.2

            	
              FPL
      Indemnification

            


    

     

    FPL
agrees to reimburse, indemnify, defend and hold Contractor and its Affiliates
and each of their respective directors, officers, employees, representatives,
agents, advisors, consultants and counsel harmless from and against, on an
After-Tax Basis, any and all Damages asserted against or incurred by such
indemnitees by reason of or resulting from any and all of the
following:

     

    
      	
              16.2.1

            	
              Any
      bodily injury, death or damage to property caused by (a) any act or
      omission (including strict liability) or willful misconduct of FPL or its
      agents or employees or others under FPL’s direct control or (b) a breach
      by FPL of its obligations
hereunder;

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
              16.2.2

            	
              Claims
      by any Government Authority for any FPL
Taxes;

            


    

     

    
      	
              16.2.3

            	
              Any
      Pre-Existing Hazardous Material on the Property Site, except to the extent
      covered by Section 16.1.5, Contractor Release or Exacerbation;
      and

            


    

     

    
      	
              16.2.4

            	
              Any
      claims with respect to employer’s liability or worker’s compensation filed
      by any employee of FPL.

            


    

     

    
      	
              16.3

            	
              Conditions
      of Indemnification

            


    

     

    The
respective rights and obligations of the Parties and the other indemnitees under
this Article with respect to claims resulting from the assertion of liability by
third parties shall be subject to the following terms and
conditions:

     

    
      	
              16.3.1

            	
              Notice
      of Proceedings.  Within fourteen (14) days (or such
      earlier time as might be required to avoid prejudicing the indemnifying
      Party’s position) after receipt of notice of commencement of any legal
      action or of any claims against such indemnitee in respect of which
      indemnification will be sought, the Person claiming to be indemnified
      under the terms of this Section (the “Indemnified Person”) shall give the
      Party from which indemnification is sought (the “Indemnifying Party”)
      written notice thereof, together with a copy of such claim, process or
      other legal pleading.  Failure of the Indemnified Person to give
      such notice will not reduce or relieve the Indemnifying Party of liability
      hereunder unless and to the extent that the Indemnifying Party was
      precluded from defending such claim, action, suit or proceeding as a
      result of the failure of the Indemnified Person to give such
      notice.  In any event, the failure to so notify shall not
      relieve the Indemnifying Party from any liability that it may have to the
      Indemnified Person otherwise than under this
  Article.

            


    

     

    
      	
              16.3.2

            	
              Conduct
      of Proceedings.  Each Party and each other indemnitee
      shall have the right, but not the obligation, to contest, defend and
      litigate any claim, action, suit or proceeding by any third party alleged
      or asserted against it arising out of any matter in respect of which it is
      entitled to be indemnified hereunder and the reasonable costs and expenses
      thereof (including reasonable attorneys’ fees and expert witness fees)
      shall be subject to the said indemnity; provided that the indemnifying
      Party shall be entitled, at its option, to assume and control the defense
      of such claim, action, suit or proceeding at its expense upon its giving
      written notice thereof to the Indemnified Person.  The
      Indemnified Person shall provide reasonable assistance to the Indemnifying
      Party, at the Indemnifying Party’s expense, in connection with such claim,
      action, suit or proceeding.  Upon such assumption, the
      Indemnifying Party shall reimburse the Indemnified Person for the
      reasonable costs and expenses previously incurred by it prior to the
      assumption of such defense by the Indemnifying Party.  The
      Indemnifying Party shall keep the Indemnified Person informed as to the
      status and progress of such claim, action, suit or
      proceeding.  Except as set forth in paragraph (c) below, in the
      event the Indemnifying Party assumes the control of the defense, the
      Indemnifying Party will not be liable to the Indemnified Person under this
      Article for any legal fees or expenses subsequently incurred by the
      Indemnified Person in connection with such defense.  The
      Indemnifying Party shall control the settlement of all claims over which
      it has assumed the defense; provided, however, that the Indemnifying Party
      shall not agree to or conclude any settlement that affects the Indemnified
      Person without the prior written approval of the Indemnified Person,
      (whose said approval shall not be unreasonably
  withheld).

            


    

     

    
      	
              16.3.3

            	
              Representation.  In
      the event the Indemnifying Party assumes control of the defense, the
      Indemnified Person shall have the right to employ its own counsel and such
      counsel may participate in such claim, action, suit or proceeding, but the
      fees and expenses of such counsel shall be at the expense of such
      Indemnified Person, when and as incurred, unless
  the:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Employment
      of counsel by such Indemnified Person has been authorized in writing by
      the Indemnifying Party;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Indemnified
      Person shall have reasonably concluded that there may be a conflict of
      interest between the Indemnifying Party and the Indemnified Person in the
      conduct of the defense of such action;
or

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    
      	
               
      

            	
              (c)

            	
              Indemnified
      Person shall have reasonably concluded and specifically notified the
      Indemnifying Party either that there may be specific defense available to
      it which are different from or additional to those available to the
      Indemnifying Party.

            


    

     

    
      	
               
      

            	
               

            	
              If
      any of the preceding clauses (a) through (c) shall be applicable, then
      counsel for the Indemnified Person shall have the right to direct the
      defense of such claim, action, suit or proceeding on behalf of the
      Indemnified Person and the reasonable fees and expenses of such counsel
      shall be reimbursed by the Indemnifying
Party.

            


    

     

    
      	
              16.4

            	
              Contributory
      Negligence

            


    

     

    Except as
provided in Section 16.2.2, above, if the joint, concurring, comparative or
contributory fault, negligence or willful misconduct of the Parties gives rise
to Damages for which a Party is entitled to indemnification under this Article,
then such Damages shall be allocated between the Parties in proportion to their
respective degrees of fault, negligence or willful misconduct contributing to
such Damages.

     

    
      	
              16.5

            	
              Remedies
      Not Exclusive

            


    

     

    The
rights under this Article shall not be exclusive with respect to any other right
or remedy provided for in the Contract Documents.

     

    
      	
              16.6

            	
              Payment

            


    

     

    All
payments required to be made under this Article shall be made on an After-Tax
Basis and within thirty (30) days of demand therefor.

     

    
      	
              16.7

            	
              Survival
      of Indemnification

            


    

     

    The
provisions of this Article shall survive the Final Acceptance Date and the
termination of this Agreement.

     

    ARTICLE
XVII.

    DISPUTE
RESOLUTION

     

    
      	
              17.1

            	
              Friendly
      Consultation

            


    

     

    In the
event of any dispute, controversy or claim between the Parties arising out of or
relating to the Contract Documents, or the breach, termination or invalidity
thereof (collectively, a “Dispute”), the Parties shall attempt in the first
instance to resolve such Dispute through friendly consultations between the
Parties.  If such consultations do not result in a resolution of the
Dispute within thirty (30) days after notice of a Dispute is delivered by either
Party, then either Party may pursue all of its remedies available pursuant to
the Contract Documents.  The Parties agree to attempt to resolve all
Disputes arising hereunder promptly, equitably and in a good faith
manner.  The Parties further agree to provide each other with
reasonable access during normal business hours to any and all non-privileged
records, information and data pertaining to such Dispute.

     

    
      	
              17.2

            	
              Litigation.

            


    

     

    
      	
              17.2.1

            	
              If
      a Dispute cannot be resolved pursuant to Section 17.1, Friendly
      Consultation, and in the event of litigation arising hereunder, the
      Parties agree that the venue for such litigation shall be the courts of
      the State of Florida in Miami-Dade County or Palm Beach County, Florida or
      the United States District Court for the Southern District of Florida,
      unless such other location or forum is mutually agreed.  The
      Parties irrevocably waive any objection which any of them may now or
      hereafter have to the bringing of any such action or proceeding in such
      respective jurisdictions, including any objection to the laying of venue
      based on the grounds of forum non conveniens and any objection based on
      the grounds of lack of in personam jurisdiction.  To facilitate
      the comprehensive resolution of related disputes, and upon the sole
      discretion and request of FPL, Contractor agrees and will stipulate in any
      proceeding to the consolidation of any litigation or other proceeding
      arising out of or relating to this Agreement with any other litigation or
      other proceeding arising out of or relating to any other agreement
      relating to the Project.

            


    

     

    
      	
              17.2.2

            	
              IN
      ANY LITIGATION ARISING FROM OR RELATED TO THE CONTRACT DOCUMENTS, THE
      PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
      BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THE

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              CONTRACT
      DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE CONTRACT
      DOCUMENTS.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR FPL AND
      CONTRACTOR TO ENTER INTO THIS
AGREEMENT.

            


    

     

    
      	
              17.2.3

            	
              The
      rights and obligations of the Parties under this Article shall not be
      impaired, reduced or otherwise affected as a result of any of the
      following the:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Receipt
      by a Party from any third party of any amounts in reimbursement of Damages
      that are the subject of the Dispute;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Assignment
      or transfer by either Party of any or all of its rights and/or obligations
      under the Contract Documents as permitted
  hereunder.

            


    

     

    
      	
              17.2.4

            	
              In
      the event of any Dispute pursuant to this Article XVII, Dispute
      Resolution, the prevailing Party shall be entitled to recover its
      reasonable attorneys’ fees and costs incurred in connection
      therewith.

            


    

     

    
      	
              17.3

            	
              Continuing
      Obligations and Rights

            


    

     

    When any
Dispute occurs and is the subject of friendly consultations or litigation,
Contractor shall continue the Work in accordance with the Project Schedule and
the terms hereof and FPL shall continue to make payments of undisputed amounts
in accordance with the Contract Documents, and the Parties shall otherwise
continue to exercise their rights, and fulfill their respective obligations,
under the Contract Documents.

     

    
      	
              17.4

            	
              Tolling
      Statute of Limitations

            


    

     

    All
applicable statutes of limitation and defenses based upon the passage of time
and similar contractual limitations shall be tolled while the procedures
specified in this Article are pending.  The Parties will take such
action, if any, required to effectuate such tolling.  Without
prejudice to the procedures specified in this Article, a Party may file a
complaint for statute of limitations purposes, if in its sole judgment such
action may be necessary to preserve its claims or defenses.  Despite
such action, the Parties will continue to participate in good faith in the
procedures specified in this Article.

     

    
      	
              17.5

            	
              Audit
      Rights

            


    

     

    In the
event of a claim by FPL under this Agreement involving an amount greater than
Fifty Thousand Dollars ($50,000), Contractor shall grant audit rights to FPL
with respect to all relevant documentation pertaining to such claim

     

     

    ARTICLE
XVIII.

    MISCELLANEOUS

     

    
      	
              18.1

            	
              Assignment.

            


    

     

    
      	
              18.1.1

            	
              Except
      as expressly permitted in the Contract Documents, Contractor may not
      assign this Agreement, the Contract Documents or any portion hereof, or
      any of the rights or obligations hereunder, without the prior written
      consent of FPL, which consent shall not be unreasonably
      delayed.  This Agreement shall inure to the benefit of, and be
      binding upon, the successors and permitted assigns of the
      Parties.

            


    

     

    
      	
              18.1.2

            	
              FPL
      shall be entitled to assign this Agreement, the Contract Documents and its
      rights and obligations hereunder (a) to any Affiliate, without the consent
      of Contractor and (b) to any other Person, with the consent of Contractor,
      which consent shall not be unreasonably withheld or delayed, and
      Contractor shall release FPL from all obligations hereunder upon any such
      assignment; provided, however, that notwithstanding any assignment
      pursuant to clause (a) above, FPL shall remain responsible for all
      financial obligations under this Agreement.  In addition,
      Contractor hereby consents to the granting of a security interest in and
      an assignment by FPL of the Contract Documents and its rights herein to
      the Financing

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    Parties
and their successors, assigns and designees.  In furtherance of the
foregoing, Contractor acknowledges that the Financing Parties may under certain
circumstances assume the interests and rights of FPL under the Contract
Documents.

     

    
      	
              18.1.3

            	
              Contractor
      acknowledges that the Financing Parties may under certain circumstances
      foreclose upon and sell, or cause FPL to sell or lease the Project and
      cause any new lessee or purchaser of the Plant to assume all of the
      interests, rights and obligations of FPL arising under the Contract
      Documents.  In such event, Contractor agrees to the assignment
      by FPL and the Financing Parties of the Contract Documents and its rights
      herein to such purchaser or lessee and shall release FPL and the Financing
      Parties from all obligations hereunder upon any such
      assignment.

            


    

     

    
      	
              18.2

            	
              Good
      Faith Dealings;
      Authorship

            


    

     

    The
Parties undertake to act fairly and in good faith in relation to the performance
and implementation of the Contract Documents and to take such other reasonable
measures as may be necessary for the realization of its purposes and
objectives.  The Parties collectively have prepared the Contract
Documents, and none of the provisions hereof shall be construed against one
Party on the ground that such Party is the author of the Contract Documents or
any part hereof.

     

    
      	
              18.3

            	
              Confidentiality.

            


    

     

    
      	
              18.3.1

            	
              For
      purposes of this Agreement, “Confidential Information” shall
      mean:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      contents of the Contract Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      information relating to the negotiations or performance of the Contract
      Documents; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      information provided pursuant to the Contract Documents relating to the
      Project, Plant, FPL, Contractor or their Affiliates
  which:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      disclosing Party designates in writing as confidential, proprietary or the
      like and which is received by the other
Party;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              By
      its nature is such that the receiving Party should reasonably conclude
      that possession of such information is of material commercial or
      competitive value to the disclosing
Party;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Relates
      to the configuration, operation, management processes or profitability of
      the Plant; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Relates
      to Project partners or prospective Project partners of FPL, including the
      names thereof.

            


    

     

    
      	
              18.3.2

            	
              Information
      shall be Confidential Information for the purposes hereof regardless
      of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      form in which it is communicated or maintained (whether oral, written,
      electronic or visual);

            


    

     

    
      	
               
      

            	
              (b)

            	
              Whether
      of a business, financial, legal, technical, managerial or other nature;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Whether
      prepared by the disclosing Party or
otherwise.

            


    

     

    
      	
              18.3.3

            	
              Each
      Party agrees to hold all Confidential Information in confidence and not
      disclose it other than to its Affiliates, contractors (or potential
      contractors), subcontractors, vendors, consultants, advisors, Financing
      Parties (or potential Financing Parties), employees, directors, officers,
      agents, advisors or representatives (collectively, the “Personnel”) for
      purposes of the Project or to any purchaser of the Project or a direct or
      indirect interest in Owner.  Each Party agrees that only
      Personnel who need to have access to Confidential Information in order to
      perform their duties will be authorized to receive the same, and then only
      to the extent needed and provided such Personnel have been advised of the
      obligations and restrictions set forth in this Section
      18.3.  Each Party shall be responsible for any breach of this
      Agreement by its Personnel.

            


    

     

    
      	
              18.3.4

            	
              Notwithstanding
      the foregoing, information shall not be deemed to be Confidential
      Information where it:

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued

     

    
      	
               
      

            	
              (a)

            	
              Is
      or becomes public information or otherwise generally available to the
      public through no act of or failure to act by the receiving
      Party;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Was,
      prior to the date of this Agreement, already in the possession of the
      receiving Party and was not received by such Party directly or indirectly
      from the other Party;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Is
      rightfully received by the receiving Party from a third party who is not
      prohibited from disclosing it to such Party and is not breaching any
      agreement by disclosing it to such
Party;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Is
      independently developed by the receiving Party without benefit of
      Confidential Information received from the other
  Party;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Is
      the property of the Party disclosing such
  information;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Is
      necessary or advisable for FPL to exercise its Intellectual Property
      Rights under this Agreement; or

            


    

     

    
      	
               
      

            	
              (g)

            	
              Is
      necessary or advisable to disclose such information for the purpose of
      enforcing or exercising the disclosing Party’s rights
      hereunder.

            


    

     

    
      	
               
      

            	
               

            	
              Specific
      information shall not be deemed to be within the foregoing exceptions
      merely because it is embraced by more general information within such
      exceptions, nor shall a combination of features be deemed to be within
      such exceptions merely because the individual features are within such
      exceptions.

            


    

     

    
      	
              18.3.5

            	
              If
      a Party is required by Applicable Law or any Government Authority to
      disclose any Confidential Information, such Party shall promptly notify
      the other Party of such requirement prior to disclosure so that the other
      Party may seek an appropriate protective order and/or waive compliance
      with the terms of this Section 18.3.  If such protective order
      or other remedy is not obtained, then such Party shall furnish only that
      portion of the Confidential Information which is legally required to be
      furnished by the Applicable Law or Government Authority; provided,
      however, that prior to making any such disclosure, such Party
      will:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Minimize
      the amount of Confidential Information to be provided consistent with the
      interests of the other Party; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Make
      every reasonable effort (which shall include participation by the other
      Party in discussions with the Government Authority involved) to secure
      confidential treatment of the Confidential Information to be
      provided.

            


    

     

    
      	
               
      

            	
               

            	
              If
      efforts to secure confidential treatment are not successful, the other
      Party shall have the prior right to revise such information in a manner
      consonant with its interests and the requirements of the Government
      Authority involved.

            


    

     

    
      	
              18.3.6

            	
              Each
      Party acknowledges that the other Party would not have an adequate remedy
      at law for money damages if the covenants contained in this Section 18.3
      were breached and that any such breach would cause the other Party
      irreparable harm.  Accordingly, each Party also agrees that in
      the event of any breach or threatened breach of this Section 18.3 by such
      Party or its Personnel, the other Party, in addition to any other remedies
      it may have at law or in equity, shall be entitled, without the
      requirement of posting a bond or other security, to equitable relief,
      including injunctive relief and specific
  performance.

            


    

     

    
      	
              18.3.7

            	
              All
      right and title to, and interest in, FPL’s Confidential Information shall
      remain with FPL.  Subject to Section 3.32, all Confidential
      Information obtained, developed or created by or for Contractor
      exclusively for the Project, including copies thereof, is the exclusive
      property of FPL whether delivered to FPL or not.  No right or
      license is granted to Contractor or any third party respecting the use of
      Confidential Information owned by FPL by virtue of this Agreement, except
      to the extent required for Contractor’s performance of its obligations
      hereunder.  Except for that Confidential Information which FPL
      requires to construct, operate, and/or maintain the Project and its power
      generation facilities, which Confidential Information shall not be subject
      to any obligation of return by FPL, at any time upon written request by a
      disclosing Party, the other Party shall promptly return to the disclosing
      Party all its Confidential
Information,

            



      
        
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    TURNKEY
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    including
all copies thereof, and shall promptly purge all electronic copies of such
Confidential Information; provided that the other Party shall be entitled to
keep one (1) copy of such Confidential Information for its legal
records.  The return of Confidential Information to the disclosing
Party, the purging of electronic copies of Confidential Information or the
retention of a copy of Confidential Information for legal records shall not
release a Party from its obligations hereunder with respect to such Confidential
Information.

     

    
      	
              18.3.8

            	
              Contractor
      shall coordinate with FPL with respect to, and provide advance copies to
      FPL for review of, the text of any proposed announcement or publication
      that include any non-public information concerning the Work prior to the
      dissemination thereof to the public or to any Person other than
      Subcontractors, Vendors, the Financing Parties or advisors of Contractor,
      in each case, who agree to keep such information
      confidential.  If FPL delivers written notice to Contractor
      rejecting any such proposed announcement or publication within two (2)
      Business Days after receiving such advance copies, Contractor shall not
      make such public announcement or publication; provided, however, that
      Contractor may disseminate or release such information in response to
      requirements of Government
Authorities.

            


    

     

    
      	
              18.4

            	
              Notice

            


    

     

    
      	
              18.4.1`

            	
              Whenever
      a provision of the Contract Documents requires or permits any consent,
      approval, notice, request, or demand from one Party to another, the
      consent approval, notice, request, or demand must be in writing and
      delivered in accordance with this Section in order to be
      effective.  Any such consent approval, notice, request or demand
      shall be delivered and received if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Personally
      delivered or if delivered by telegram or courier service, when actually
      received by the Party to whom notice is
sent;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Delivered
      by telex or facsimile, on the first Business Day following the day
      transmitted (with confirmation of
receipt);

            


    

     

    
      	
               
      

            	
              (c)

            	
              Delivered
      by mail (whether actually received or not), at the close of business on
      the third Business Day following the day when placed in the mail, postage
      prepaid, certified or registered, addressed to the appropriate
      Party,

            


    

     

    
      	
               
      

            	
               

            	
              In
      each case, at the address and/or facsimile numbers of such Party set forth
      below (or at such other address as such Party may designate by written
      notice to the other Party in accordance with this
  Section):

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      to Contractor:

            


    

     

    SunPower
Corporation, Systems

    1414
Harbour Way South

    Richmond,
California 94804

    Attention:
President

    Fax:
(510) 540-0552

     

    With a
copy to:

     

    Latham
& Watkins LLP

    Sears
Tower, Suite 5800

    233 S.
Wacker Drive

    Chicago,
IL 60606

    Attention:  Mark
P. Ramsey

    Fax:
(312) 993-9767

    


     

    
      	
               
      

            	
              (ii)

            	
              If
      to FPL:

            


    

    


    
      
        
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    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    Florida
Power & Light Company

    700
Universe Boulevard

    Juno
Beach, Florida

    Attention:
E. N. Scoville II

    Director
– Construction

    Fax:
(561) 694-3960

    


     

    With a
copy to:

     

    Florida
Power & Light Company

    700
Universe Boulevard

    Juno
Beach, Florida

    Attention:
General Counsel

    Fax:
(561) 691-7305

    


     

    
      	
              18.4.2

            	
              Any
      Party may change its address, facsimile number or e-mail number for the
      purposes of this Agreement by giving notice thereof to the other Party in
      the manner provided herein.

            


    

     

    
      	
              18.5

            	
              Waiver

            


    

     

    No delay,
failure or refusal on the part of any Party to exercise or enforce any right
under the Contract Documents shall impair such right or be construed as a waiver
of such right or any obligation of another Party, nor shall any single or
partial exercise of any right hereunder preclude other or further exercise of
any right.  The failure of a Party to give notice to the other Parties
of a breach of the Contract Documents shall not constitute a waiver
thereof.  Any waiver of any obligation or right hereunder shall not
constitute a waiver of any other obligation or right, then existing or arising
in the future.  Each Party shall have the right to waive any of the
terms and conditions of the Contract Documents that are for its
benefit.  To be effective, a waiver of any obligation or right must be
in writing and signed by the Party waiving such obligation or
right.

     

    
      	
              18.6

            	
              Severability

            


    

     

    If any
provision of the Contract Documents is held to be illegal, invalid, or
unenforceable under present or future laws, such provision shall be fully
severable; the Contract Documents shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of the
Contract Documents; and the remaining provisions of the Contract Documents shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance from the Contract
Documents.  Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of the
Contract Documents a provision as similar in its terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable.

     

    
      	
              18.7

            	
              Governing
      Law

            


    

     

    The
Contract Documents, and the rights and obligations of the Parties under or
pursuant to the Contract Documents, shall be interpreted and construed according
to the substantive laws of the State of Florida (regardless of any other
jurisdiction’s choice of law rules).

     

    
      	
              18.8

            	
              Entire
      Agreement; Amendments

            


    

     

    The
Contract Documents contain the entire understanding of the Parties with respect
to the subject matter hereof and supersede all prior agreements, arrangements,
discussions and undertakings between the Parties (whether written or oral) with
respect to the subject matter hereof.  The Contract Documents may only
be amended by written instrument signed by all the Parties.

     

    
      	
              18.9

            	
              Expenses
      and Further Assurances

            


    

     

    Each
Party shall pay its own costs and expenses in relation to the negotiation,
preparation, execution and carrying into effect of the Contract
Documents.  Each Party shall, from time to time on being requested to
do so by, and at the cost and expense of, the other Party, do all such acts
and/or execute and deliver all such

    


    
      
        
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    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

     

    instruments
and assurances as are reasonably necessary for carrying out or giving full
effect to the terms of the Contract Documents.

     

    
      	
              18.10

            	
              No
      Third Party Beneficiary

            


    

     

    Except
with respect to the rights of the Financing Parties, permitted successors and
assigns and as provided above and the rights of indemnitees under Article XVI,
INDEMNIFICATION:

     

    
      	
              18.10.1

            	
              Nothing
      in the Contract Documents nor any action taken hereunder shall be
      construed to create any duty, liability or standard of care to any Person
      that is not a Party;

            


    

     

    
      	
              18.10.2

            	
              No
      person that is not a Party shall have any rights or interest, direct or
      indirect, in the Contract Documents or the services to be provided
      hereunder; and

            


    

     

    
      	
              18.10.3

            	
              The
      Contract Documents are intended solely for the benefit of the Parties, and
      the Parties expressly disclaim any intent to create any rights in any
      third party as a third-party beneficiary to the Contract Documents or the
      services to be provided hereunder.

            


    

     

    
      	
              18.11

            	
              Offset

            


    

     

    Notwithstanding
any other provision hereof, any and all amounts owing or to be paid by FPL to
Contractor hereunder or otherwise, shall be subject to offset and reduction in
an amount equal to any amounts that may be owing at any time by Contractor to
FPL.  Further, for the avoidance of doubt, with respect to any
provision of this Agreement that allows FPL to offset, set-off or draw against
the Letter of Credit any amount then owed to Contractor, FPL shall have the
express right to include in the amount offset, set-off or drawn under the Letter
of Credit all of the reasonable costs and expenses it incurs in connection with
enforcing such provision (including attorneys’ and other consultants’
fees).

     

    
      	
              18.12

            	
              Counterparts

            


    

     

    This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.

     

    
      	
              18.13

            	
              Limitations
      of Liability

            


    

     

    
      	
              18.13.1

            	
              Contractor’s
      maximum liability under this Agreement shall be limited to (x) prior
      to the Provisional Acceptance Date, *** and (y) after the Provisional
      Acceptance Date, ***, less the amount of Liquidated Damages previously
      paid by Contractor; provided, however, that such limitation of liability
      shall not apply to (i) Contractor’s indemnification obligations under the
      Agreement related to claims of third parties; (ii) costs incurred by
      Contractor (and in the event of Contractor default, FPL) in achieving
      Provisional Acceptance and Final Acceptance (including the amount of any
      reduction in the Contract Price in the event that Contractor makes the
      election provided for in Section 10.5.1(b)); or (iii) any loss or damage
      arising out of any tort (including negligence and strict liability) or
      connected with Contractor’s fraud, willful misconduct or illegal or
      unlawful acts.  Contractor’s limitations of liability shall not
      be reduced by the amount of insurance proceeds available to
      Contractor.  FPL’s maximum liability under this
      Agreement shall be limited to *** prior to the Provisional
      Acceptance Date and *** after the Provisional Acceptance Date, except with
      respect to any payment due and payable pursuant to Section 7.1,Contract
      Price; provided however, that such limitation of liability shall not apply
      to any loss or damage arising out of any tort (including negligence and
      strict liability) or connected with FPL’s fraud, willful misconduct or
      illegal or unlawful acts.  FPL’s limitations of liability shall
      not be reduced by the amount of insurance proceeds available to
      FPL.

            


    

     

    
      	
              18.13.2

            	
              Except
      as expressly set forth in this Agreement, and notwithstanding anything
      else in this Agreement to the contrary, Contractor and FPL waive claims
      against each other for any indirect, special or consequential damages
      arising out of or relating to this Agreement.  This mutual
      waiver includes:

            


    

     

    
      	
              18.13.3

            	
              Damages
      incurred by FPL for rental expenses, for losses of use, income, profit,
      financing, business and reputation, and for loss of management or employee
      productivity, or the services of such
persons;

            


    

    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
89

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              18.13.4

            	
              Damages
      incurred by Contractor for principal office expenses, including the
      compensation of personnel stationed there, for loss of financing, business
      and reputation, and for loss of profit except anticipated profit arising
      directly from the work; and

            


    

     

    
      	
              18.13.5

            	
              This
      mutual waiver is applicable, without limitation, to all consequential
      damages due to either Party’s termination in accordance with Article XV,
      TERMINATION.

            


    

     

    The
foregoing waiver shall not preclude or limit recovery (i) of Schedule Liquidated
Damages, (ii) of damages payable by Contractor to FPL pursuant to Section
15.2.4, Amounts Due FPL, of Article XV, TERMINATION, (iii) of the Termination
Payment; or (iv) under any indemnity or reimbursement obligation hereunder
related to claims of third parties.

     

    
      	
              18.14

            	
              Time
      is of the Essence

            


    

     

    Contractor
acknowledges that timely achievement by Contractor of Mechanical Completion,
Provisional Acceptance and Final Acceptance by the applicable scheduled date
therefore is essential to FPL, and therefore TIME IS OF THE ESSENCE in
performing all of Contractor’s obligations set forth herein.

     

    
      	
              18.15

            	
              Records
      Retention

            


    

     

    Contractor
agrees to retain for a period of five (5) years from the Final
Acceptance Date all records relating to its performance of the Work or
Contractor’s warranty obligations herein, and to cause all Subcontractors and
Vendors engaged in connection with the Work or the performance by Contractor of
its warranty obligations herein to retain for the same period all their records
relating to the Work.

     

    
      	
              18.16

            	
              Successors
      and Assigns

            


    

     

    Subject
to Section 18.1, Assignment, this Agreement shall be binding on the Parties
hereto and on their respective successors and assigns.

     

    
      	
              18.17

            	
              Financing
      Parties’ Requirements

            


    

     

    Contractor
acknowledges that FPL may borrow certain funds from the Financing Parties for
the construction of the Plant and that, as a condition to making loans to FPL,
the Financing Parties may from time to time require certain documents from, and
agreements by, Contractor and its Subcontractors and Vendors.  In
connection therewith, Contractor agrees to furnish to the Financing Parties, and
to cause its Subcontractors and Vendors to furnish to the Financing Parties,
such written information, certificates, copies of invoices and receipts, lien
waivers (upon payment), affidavits, consents to assignment of the Contract
Documents and other like documents as the Financing Parties may reasonably
request.  In addition, Contractor agrees to accept all revisions or
amendments to the Contract Documents which are reasonably requested by the
Financing Parties in order to facilitate Financial Closing, provided that such
revisions or amendments are of a nature typically obtained by financing parties
in non-recourse financing.  Upon the request of the Financing Parties,
as a condition precedent to Financial Closing, Contractor shall state in writing
whether or not it is satisfied with FPL’s performance to that date.

     

    
      	
              18.18

            	
              ***

            


    

     

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
90

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
              18.19

            	
              Waiver
      of Claims.

            


    

     

    
      	
              18.19.1

            	
              In
      the event that this Agreement is terminated by FPL in accordance with its
      terms, and FPL subsequently signs an agreement to complete the Work (or
      any portion thereof) with any Person, then Contractor shall and shall
      cause its Affiliates, ***, to waive the right to make any claims (other
      than claims by Contractor with respect to amounts specifically provided
      herein to be paid to Contractor in the event of a termination hereunder)
      against FPL or any Person with whom FPL negotiates or executes an
      agreement for completion of any portion of the Work based
      upon:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Such
      termination;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      subsequent negotiations with any Person;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Execution
      of such agreement and performance
thereunder.

            


    

     

    
      	
               
      

            	
               

            	
              Such
      waiver includes, without limitation, a waiver of any claims against FPL
      and any Person with whom FPL negotiates or executes an agreement for
      completion of any portion of the Work, for tortious interference with
      business relationships.

            


    

     

    
      	
              18.19.2

            	
              Contractor
      agrees to reimburse, indemnify, defend and hold FPL, the Financing Parties
      and their Affiliates and each of their respective directors, officers,
      employees, representatives, agents, advisors, consultants, counsel and
      assigns harmless from and against, on an After-Tax Basis, any and all
      losses, claims, obligations, demands, assessments, penalties, liabilities,
      costs, damages and expenses (including attorneys’ fees and expenses) for
      any claim made by Contractor or any of the above entities pursuant to
      paragraphs (a), (b) or (c) of Section 18.19.1,
      above.  Contractor expressly agrees that any Person with whom
      FPL negotiates or executes an agreement for completion of any portion of
      the Work is an express third party beneficiary of this
      Section.

            


    

     

    
      	
              18.20

            	
              Acceptance
      or Rejection in Bankruptcy.

            


    

     

    
      	
              18.20.1

            	
              Notwithstanding
      anything contained in this Agreement to the contrary, if an order for
      relief under Chapter 11 of the Bankruptcy Code is entered with respect to
      Contractor during the term of the Agreement, then Contractor acknowledges
      and agrees that it will, subject to Bankruptcy Court approval, formally
      assume or reject, subject to the requirements of 11 U.S.C. §365, the
      Agreement within seven (7) days of delivery of written request for such
      action by FPL.  If Contractor fails to timely move for approval
      or rejection of the Agreement, it acknowledges and agrees
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      will not contest or in any way otherwise take any action to oppose such a
      motion filed by FPL or the lifting of the automatic stay of 11 U.S.C§362
      to permit FPL to enforce its rights under the Agreement (the “Lift Stay
      Order”);

            


    

     

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
91

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)


     

    
      	
               
      

            	
              (b)

            	
              It
      waives all rights it may have under 11 U.S.C.
  §362(f);

            


    

     

    
      	
               
      

            	
              (c)

            	
              It
      hereby consents to the ex parte entry of the Lift Stay Order pursuant to
      11 U.S.C. §362(f); and

            


    

     

    
      	
               
      

            	
              (d)

            	
              At
      the option of FPL, it hereby agrees that it will execute an agreed Lift
      Stay Order on forty-eight (48) hours’
notice.

            


    

     

    
      	
              18.20.2

            	
              Contractor
      acknowledges and represents to FPL and agrees
  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      is familiar with the Agreement and the importance of completing its
      obligations under the Agreement on time and in accordance with its terms;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Based
      upon such familiarity, it is critical to performance of its obligations
      under the Agreement that FPL have prompt and immediate access (in
      accordance with the requirements of this Agreement) to its contractual
      remedies under the Agreement in the event of a Contractor Event of
      Default.

            


    

     

    
      	
              18.21

            	
              Contractor’s
      License

            


    

     

    Contractor
hereby states and FPL acknowledges that Contractor does not presently hold a
license as a qualified business entity under Fla. Stat. Chapter 489 (a “Florida
Contractor’s License”), but that an application for such qualification has been
submitted to the Florida Department of Business and Professional Regulation for
processing.  FPL further acknowledges its full knowledge of
Contractor’s failure to have a Florida Contractor’s License status and hereby
agrees that FPL shall not challenge the enforceability of this Agreement based
on Contractor’s failure to have a Contractor’s License as of the date of the
execution of this Agreement.  In order to satisfy the requirements of
this Agreement, Contractor hereby covenants, warrants and agrees that it shall
receive all proper licenses required to perform the work more particularly
described herein prior to beginning physical work on the Project, including but
not limited to a Florida Contractor’s License.

    


    
      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
92

          
            

          

        

        
           


        

      

    

     

    TURNKEY
EPC AGREEMENT

    SOLAR
PHOTOVOLTAIC GENERATING FACILITY

    (continued)

    


    IN WITNESS WHEREOF the Parties have
executed and delivered this Agreement as of the date first above
written.

    


    
      
        
        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              SUNPOWER
      CORPORATION, SYSTEMS

                                            	 	
                                              FLORIDA
      POWER & LIGHT COMPANY

                                            
	 	 	 	 	 
	
                                              BY:

                                            	
                                              /s/
      Howard Wenger

                                            	 
      	
                                              BY:

                                            	
                                              /s/
      William Yeager

                                            
	 
      	 
      	 
      	 
      	 
      
	
                                              NAME:

                                            	
                                              Howard
      Wenger

                                            	 
      	
                                              NAME:

                                            	
                                              William
      Yeager

                                            
	 
      	 
      	 
      	 
      	 
      
	
                                              TITLE:

                                            	
                                              Executive
      Vice President

                                            	 
      	
                                              TITLE:

                                            	
                                              Vice
      President

                                            
	 
      	 
      	 
      	 
      	 
      
	
                                              DATE:

                                            	
                                              3
      July 2008

                                            	 
      	
                                              DATE:

                                            	
                                              7/3/08

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      
        
          Solar
Photovoltaic EPC

           


        

        
          Page
93

          
            

          

        

        
           


        

      

    

     

    Appendix
A - Scope
of Work

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Appendix A

    SCOPE  OF WORK

     

     

    ***


     

    
 *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.

     

    


    
      
        
          
                                                                                                                                                                                                               
                    
Page i of iii

            EPC REQUEST FOR PROPOSAL-
REV.3                                                                                                                                             
APPENDIX
A                                                                                                                                                                                        FPL
PV PROJECT

          

        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Appendix
B – Project Controls Requirements


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
B

    PROJECT
CONTROLS REQUIREMENTS

     

    PROJECT
CONTROL REQUIREMENTS

     

    
      	
              1.0

            	
              GENERAL
      PROGRAM REQUIREMENTS

            


    

     

    
      	
               
      

            	
              1.1

            	
              Provide
      adequate methods and tools for budget control, scheduling, tracking,
      trending, and reporting of work in progress for the engineering,
      procurement and construction activities related to the
      Project.  Owner’s intent is to monitor the Agreement at the
      Project level.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Identify
      Contractor’s organization.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Develop
      and implement a standardized method of invoicing and payment process for
      work performed.

            


    

     

    
      	
              2.0

            	
              SCHEDULE
      GENERAL REQUIREMENTS

            


    

     

    
      	
               
      

            	
              2.1

            	
              Bid
      /Proposal Submittal Requirements

            


    

     

    Contractor
shall submit a summary schedule with his proposal.  This schedule
shall be a drafted time-scaled logic diagram that indicates completion of all
major activities.  Contractor should clearly indicate each contractual
milestone submittal date and FPL’s deliveries along with Contractors planned
completion date, clearly indicating relationships between major
activities.  Contractor is encouraged to plan for earlier completion
dates than the contractual completion dates provided such dates do not interfere
with the planned activities of other Contractors or FPL.

     

    
      	
               
      

            	
              2.2

            	
              Project
      Execution Schedule

            


    

     

    
      	
               
      

            	
              a.

            	
              Contractor
      shall provide an electronic copy (in the most current version of
      MicroSoft(MS) Project) of Contractor’s Construction schedule to FPL within
      10 days of Contract award for FPL’s approval.  The schedule
      shall be prepared with the understanding that the Contractor’s schedule is
      the Project Master Schedule.

            


    

     

    
      
        	
                
                

              	
                b.

              	
                Weekly
      and monthly updates shall be provided to FPL with cut-off dates and
      submittal dates as determined by FPL.  FPL reserves the right of
      review and approval for the Project Execution
  Schedule.

              


      

    

     

    
      	
               
      

            	
              c.

            	
              The
      schedule shall allow each activity to be assigned
  to:

            


    

     

    
      	
               
      

            	
              ·

            	
              Work
      Package (No. 1, 2, 3, or 4),

            


    

     

    
      	
               
      

            	
              ·

            	
              Area
      (Unit 3, Unit 4 or Common), and

            


    

     

    
      	
               
      

            	
              ·

            	
              Responsibility
      (Contractor, Engineer, or FPL)

            


    

     

    
      	
               
      

            	
              2.3

            	
              Schedule
      Project Progress Reporting (included with Monthly
  Report)

            


    

     

    Within
ten (10) days after each calendar month, Contractor shall submit a brief report
describing progress from the previous month, an update of the schedule, any
commercial or technical issues that remain open, and a matrix of the contract
milestones containing the contract date, current scheduled/actual date, and
variance between the two.

     

    
      	
               
      

            	
              2.4

            	
              Project
      Schedule Development

            


    

     

    
      	
               
      

            	
              a.

            	
              Contractor’s
      schedule shall be based on FPL’s Milestones and Key Dates provided over
      the course of the Contract.

            


    

     

    
      
        	
              	
                b.

              	
                Contractor
      shall retain responsibility for development and implementation of the
      schedule covering the scope of work.  Contractor retains sole
      responsibility for meeting schedule Finish
  Dates.

              


      

    

     

    
      	
               
      

            	
              c.

            	
              Contractor’s
      Project schedule will include manpower requirements and commodity
      installation plans.  Commodity Installation curves to be
      developed at a minimum for earthwork, concrete, cable, terminations, panel
      and support structure installation.

            


    

     

    
      	
               
      

            	
              2.5

            	
              Project
      Schedule Integration

            


    

     

    
      	
               
      

            	
              a.

            	
              Contractor
      shall maintain the project master schedule and integrate other contractor
      schedules with the mechanical schedule.  Also, Contractor shall
      integrate activities provided by Engineering and FPL for the project into
      the project master schedule.  Contractor schedules shall have a
      level of detail equivalent to a Level 2 schedule (approximately 100 to 300
      activities).

            


    

     

    
      
        	
                
                

              	
                b.

              	
                The
      testing, startup of components and systems, and the performance testing
      shall be integrated by the Contractor into the project master
      schedule.  Contractor shall review the logic to validated
      correctness of sequence and time durations for all activities in the
      project master schedule.

              


      

    

     

    


     

    


    
      
        
          
            
              	 
      	
                      Page
      1 of 6

                    	 
      
	
                      Solar
      Photovoltaic EPC

                    	
                      Exhibit
      B

                    	
                      FPL
      PV PROJECT

                    


            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Exhibit
B

    PROJECT
CONTROLS REQUIREMENTS

    (continued)

     

    


     

    
      	
              3.0

            	
              SCHEDULE/PROGRESS
      MEASUREMENT

            


    

     

    
      	
               
      

            	
              3.1

            	
              Weekly
      Progress And Schedule Review

            


    

     

    FPL and
Contractor representatives shall meet weekly to review the Work progress and
update the Work completion schedule.  Contractor’s representative
shall present the following:

     

    
      	
               
      

            	
              a.

            	
              The
      current status of their Job
Progress.

            


    

     

    
      	
               
      

            	
              b.

            	
              A
      detailed three week look-ahead
schedule

            


    

     

    
      	
               
      

            	
              c.

            	
              Project
      Milestones current status update and forecast vs. baseline
      schedule

            


    

     

    
      	
               
      

            	
              d.

            	
              Their
      current and projected manpower by
craft.

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      material delivery status.

            


    

     

    
      	
               
      

            	
              f.

            	
              The
      status of drawings and other
submittals.

            


    

     

    
      	
               
      

            	
              g.

            	
              Any
      changes in the Work.

            


    

     

    
      	
               
      

            	
              h.

            	
              The
      status of "As-Built" Drawings (if
required).

            


    

     

    
      	
               
      

            	
              i.

            	
              Problem
      areas or concerns.

            


    

     

    
      
        	
              	
                3.2

              	
                Progress
      review meetings will be held weekly at FPL's Jobsite
    offices.

              


      

    

     

    
      	
               
      

            	
              3.3

            	
              Productivity
      Meetings – Any T&M or Target Price Contractor shall also participate
      in a weekly productivity meeting with
FPL.

            


    

     

    
      	
               
      

            	
              3.4

            	
              Three
      Week Look Ahead Schedules

            


    

     

    
      	
               
      

            	
              a.

            	
              Contractor
      shall develop a 3-week daily work schedule as shown in Attachment 1, Three
      Week Look Ahead Schedule Example.  Generally the schedule shall
      be submitted to FPL with a copy to all other affected Contractors by the
      close of business Monday.  Any submittals received after 9:00 AM
      each Tuesday morning shall be considered
      non-compliant.   The exact timing of development may be
      modified by FPL after commencement of field
  mobilization.

            


    

     

    
      
        	
              	
                b.

              	
                The
      Three-Week Look Ahead Schedule (3WLAS) will be a bar chart containing
      activities and durations, area designations, and
      restraints.  Activities shall be planned and scheduled overall
      consistent with the Project Schedule.  The schedule shall be
      grouped by area.

              


      

    

     

    
      	
               
      

            	
              c.

            	
              The
      level of detail required for the 3WLAS shall be determined by the current
      status of the work and its complexity and coordination with FPL or other
      Contractors.

            


    

     

    
      
        	
                
                

              	
                d.

              	
                The
      key Contractor personnel who will be responsible for working closely with
      FPL's staff to achieve efficient execution of the Contract shall have the
      authority to represent
Contractor.

              


      

    

     

    
      	
               
      

            	
              3.5

            	
              Contractor's
      three week look-ahead schedule
shall:

            


    

     

    
      	
               
      

            	
              a.

            	
              Indicate
      all planned work and testing that is to be accomplished during the current
      week and the next two week period all in support of, and in accordance
      with, Contractor's Construction
Schedule.

            


    

     

    
      
        	
                
                

              	
                b.

              	
                Include
      major construction equipment
requirements

              


      

    

     

    
      	
               
      

            	
              c.

            	
              Highlight
      any material or drawing needs from either FPL or
    Contractor.

            


    

     

    
      
        	
              	
                d.

              	
                Reflect
      the planned and actual activities of the previous
  week.

              


      

    

     

    
      	
               
      

            	
              e.

            	
              Include
      any activities that are required to be accomplished by others that would
      impact and/or prevent Contractor from starting and/or accomplishing its
      planned work.

            


    

     

    
      	
               
      

            	
              f.

            	
              Be
      presented in the level of detail sufficient to direct the efforts of the
      craft on a day-to-day basis.

            


    

     

    
      	
              4.0

            	
              COST
      REPORTING REQUIREMENTS

            


    

     

    
      	
               
      

            	
              4.1

            	
              Cost
      Management Report - Contractor shall provide at a minimum on a bi-weekly
      basis the Claims, Changes or extra work, delays or accelerations,
      interferences and the like known to Contractor that have occurred or may
      be claimed to have occurred since project onset.  This
      information is required to be provided in Microsoft Excel.  The
      report is referred to as the Cost Management Report and will include
      current status of aforementioned items, initiated dates, dollar exposure
      amounts (incremental to the executed contract amount), drawing references,
      subcontractor documentation, etc. as required to establish an
      understanding of the issues.   If there are no known
      Claims, Changes, etc the Cost Management Report shall still be issued
      bi-weekly stating NONE.  The most recent Cost Management Report
      shall be attached to each Contractor
invoice.

            


    

     

    


     

    


    
      
        
          
            	 
      	
                    Page
      2 of 6

                  	 
      
	
                    Solar
      Photovoltaic EPC

                  	
                    Exhibit
      B

                  	
                    FPL
      PV PROJECT

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Exhibit
B

    PROJECT
CONTROLS REQUIREMENTS

    (continued)


     

    
      	
               
      

            	
              4.2

            	
              Contractor
      shall invoice per the conditions of the contract
      terms.  Additionally at the request of the Owner, Contractor is
      required to provide an estimate of the next invoice within two business
      days of the request.  It is understood that this request in only
      an estimate and may be revised with issuance of the formal
      invoice.

            


    

     

    
      	
               
      

            	
              4.3

            	
              Contractor
      shall develop a Work Breakdown Structure (WBS) assigning cost codes
      encompassing the entire Scope of Work in an adequate level of detail to
      provide the outlined reporting requirements contained
      herein.  Ultimately, the WBS should be developed in sufficient
      detail to permit assignment and allocation of costs to the functional
      classifications specified in the Owner Property Retirement Unit
      Catalog.

            


    

     

    
      	
              5.0

            	
              MATERIAL  STATUS

            


    

     

    
      	
               
      

            	
              5.1

            	
              Contractor
      shall maintain an updated Materials List and Shipment Origin and Profile
      Report for materials procured.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Contractor
      shall provide a weekly update of the Materials List and Shipment Origin
      and Profile Report to FPL.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Contractor,
      during the Weekly Progress and Schedule Review Meeting, shall provide a
      list of shortages and late deliveries that could negatively affect
      construction and installation if not received in a timely
      manner.

            


    

     

    
      	
               
      

            	
              5.4

            	
              Contractor
      shall provide a composite Materials List and Shipment Origin and Profile
      Report for all FPL procured
materials.

            


    

     

    
      	
              6.0

            	
              CONTRACTOR’S
      DAILY REPORT

            


    

     

    
      	
               
      

            	
              6.1

            	
              Contractor
      shall submit to FPL's designated field representative prior to 10:00 a.m.
      each day, starting from the day Contractor mobilizes at the site, a
      completed and signed Contractor’s Daily Force Report utilizing the form
      provided as Attachment 2, Daily Force Report, hereto.  The Daily
      Force Report shall contain a listing of Contractor and Contractor
      manpower, including personnel by responsibility, craft, and remarks
      concerning the daily field
activities.

            


    

     

    
      	
              7.0

            	
              TIME
      AND MATERIALS (T&M) WORK

            


    

     

    
      	
               
      

            	
              7.1

            	
              Any
      Contract with a T&M contract or an incentive based contract shall
      fully report progress and expended man-hours at the individual line item
      level of FPL’s EVMS.

            


    

     

    
      	
               
      

            	
              7.2

            	
              This
      includes work performed by any Contractor doing Extra Work Order work on a
      T&M basis.

            


    

     

    
      	
              8.0

            	
              MONTHLY
      PROGRESS REPORT REQUIREMENTS

            


    

     

    
      	
               
      

            	
              8.1

            	
              Brief
      narrative overview of Project
status.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Brief
      narrative of identified critical
issues.

            


    

     

    
      	
               
      

            	
              8.3

            	
              Brief
      narrative of short term look ahead
activities.

            


    

     

    
      	
               
      

            	
              8.4

            	
              Updated
      organization chart for the Project.

            


    

     

    
      	
               
      

            	
              8.5

            	
              Safety
      and environmental issues/status.

            


    

     

    
      	
               
      

            	
              8.6

            	
              Project
      Milestones current status update and forecast vs. baseline
      schedule

            


    

     

    
      	
               
      

            	
              8.7

            	
              Contractor
      Project schedules shall be updated and submitted in adobe acrobat format
      (pdf).  These schedules shall show current status and the
      projected completion dates of all Project phases against the current
      planned schedule.

            


    

     

    
      	
               
      

            	
              8.8

            	
              An
      electronic copy (data file) of the most recently updated complete MS
      Project integrated Project Schedule
network.

            


    

     

    
      	
               
      

            	
              8.9

            	
              Cost
      Management Report

            


    

     

    
      	
               
      

            	
              8.10

            	
              Manpower
      curves (manpower plan with actual and forecast to go over
      time)

            


    

     

    
      	
               
      

            	
              8.11

            	
              Progress
      curves (% Complete progress versus
time).

            


    

     

    
      	
               
      

            	
              8.12

            	
              Construction
      commodity curves (actual vs. original baseline and current plan) as
      identified in Section 2.4c above.  A variance explanation and/or
      recovery plan shall be provided by Contractor should progress monitored on
      fall behind the plan.

            


    

     

    
      	
               
      

            	
              8.13

            	
              Procurement
      Status Report. A complete listing of all equipment and materials to be
      procured by the Contractor, including status of the procurement process
      (bid, evaluate & award).  The information included in this
      report shall be consistent and support the Project
    Schedule.

            


    

     

    
 

     

    
      
        
          
            	 
      	
                    Page
      3 of 6

                  	 
      
	
                    Solar
      Photovoltaic EPC

                  	
                    Exhibit
      B

                  	
                    FPL
      PV PROJECT

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Exhibit
B

    PROJECT
CONTROLS REQUIREMENTS

    (continued)

    


    Attachments

    


    


     

    Attachment 1 - Three Week Look
Ahead Schedule Example

     

    Attachment 2 - Daily Force
Report

     

     

    
 

    
      
        
          
            	 
      	
                    Page
      4 of 6

                  	 
      
	
                    Solar
      Photovoltaic EPC

                  	
                    Exhibit
      B

                  	
                    FPL
      PV PROJECT

                  


          

        

      

    

    


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      Exhibit
B

      PROJECT
CONTROLS REQUIREMENTS

      (continued)


      


       

      
        
          	 
      	
                  Project
      Name Here

                  Project
      Number Here

                  Prepared
      By:

                	Exhibit B,
      Attachment  1 - Three Week Look Ahead Schedule
      Example
	
                  Date:

                	 
      	 
      


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	 
      	 
      	 
      	
                                                                                                                    Last
      Week Beginning:

                                                                                                                  	
                                                                                                                    Current
      Week Beginning:

                                                                                                                  	
                                                                                                                    Week
      2 Beginning:

                                                                                                                  	
                                                                                                                    Week
      3 Beginning:

                                                                                                                  	 
      	 
      
	
                                                                                                                    ACTIVITY ID

                                                                                                                  	
                                                                                                                    ACTIVITY  DESCRIPTION

                                                                                                                  	 
      	
                                                                                                                    Sun

                                                                                                                  	
                                                                                                                    Mon

                                                                                                                  	
                                                                                                                    Tue

                                                                                                                  	
                                                                                                                    Wed

                                                                                                                  	
                                                                                                                    Thu

                                                                                                                  	
                                                                                                                    Fri

                                                                                                                  	
                                                                                                                    Sat

                                                                                                                  	
                                                                                                                    Sun

                                                                                                                  	
                                                                                                                    Mon

                                                                                                                  	
                                                                                                                    Tue

                                                                                                                  	
                                                                                                                    Wed

                                                                                                                  	
                                                                                                                    Thu

                                                                                                                  	
                                                                                                                    Fri

                                                                                                                  	
                                                                                                                    Sat

                                                                                                                  	
                                                                                                                    Sun

                                                                                                                  	
                                                                                                                    Mon

                                                                                                                  	
                                                                                                                    Tue

                                                                                                                  	
                                                                                                                    Wed

                                                                                                                  	
                                                                                                                    Thu

                                                                                                                  	
                                                                                                                    Fri

                                                                                                                  	
                                                                                                                    Sat

                                                                                                                  	
                                                                                                                    Sun

                                                                                                                  	
                                                                                                                    Mon

                                                                                                                  	
                                                                                                                    Tue

                                                                                                                  	
                                                                                                                    Wed

                                                                                                                  	
                                                                                                                    Thu

                                                                                                                  	
                                                                                                                    Fri

                                                                                                                  	
                                                                                                                    Sat

                                                                                                                  	
                                                                                                                    P3
      Target Completion Date

                                                                                                                  	
                                                                                                                    COMMENTS

                                                                                                                  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                                                                    Manpower

                                                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    Foreman

                                                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
	 
      	
                                                                                                                    Pipefitters

                                                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    Laborers

                                                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    Total

                                                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      
        
          
            
              
                	 
      	
                        Page
      5 of 6

                      	 
      
	
                        Solar
      Photovoltaic EPC

                      	
                        Exhibit
      B

                      	
                        FPL
      PV PROJECT

                      


              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Exhibit
B

      PROJECT
CONTROLS REQUIREMENTS

      (continued)

       

      Attachment
2 - Daily Force Report

      


      Contract
No.    ________________________________                            
Date  ____________________

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Contractor

                                            	
                                              Project

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Days/Week

                                          	
                                            Shifts

                                          	
                                            Hours/Shift

                                          
	
                                            Weather

                                          	
                                            Temperature                         a.m.               p.m.

                                          	
                                            Work
      Days on
Job

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Personnel

                                              	
                                                General
      Foreman

                                              	
                                                Foreman

                                              	
                                                Journeyman

                                              	
                                                Helper

                                              	
                                                Total

                                              	
                                                M/Hr
      Today

                                              	
                                                Absent

                                              	
                                                Equipment

                                              	
                                                No.

                                              
	
                                                Boilermakers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Trucks-Pickup

                                              	 
      
	
                                                Ironworkers-Struct

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Trucks-Dump,
      Flatbed

                                              	 
      
	
                                                Ironworkers-Rebar

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Air
      Compressors

                                              	 
      
	
                                                Millwrights

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Tractors

                                              	 
      
	
                                                Oper.
      Engineers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Crawler-Backhoe

                                              	 
      
	
                                                Testers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Tractor-Backhoe

                                              	 
      
	
                                                Pipefitters

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Welding
      Mach.-Elec

                                              	 
      
	
                                                Carpenters

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Welding
      Mach.-Comb.

                                              	 
      
	
                                                Cement
      Finishers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Office
      Trailer

                                              	 
      
	
                                                Laborers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Winch
      Trucks

                                              	 
      
	
                                                Bricklayers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Cranes
      Cap

                                              	 
      
	
                                                Electricians

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Cranes
      Cap

                                              	 
      
	
                                                Painters

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Cranes
      Cap

                                              	 
      
	
                                                Insulators

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                Other

                                              	 
      
	
                                                Sheet
      Metalworkers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                Roofers

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                Clerical
      Help

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                Engineering
      Asst

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                QC
      Inspectors

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                NDE
      Technicians

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                Superintendent

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                TOTALS

                                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                TOTALS

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

    

    
      
        
          	
                  COMMENTS:

                	 
      


        

      

    

    


    
      
        
          	
                  Signature:

                	 
      	 
      


        

      

    

     

     

    
 

    


    
      
        
          
            	 
      	
                    Page
      6 of 6

                  	 
      
	
                    Solar
      Photovoltaic EPC

                  	
                    Exhibit
      B

                  	
                    FPL
      PV PROJECT

                  


          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Appendix
C – Critical Milestones and Milestones


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    APPENDIX
C

     

     

    CRITICAL
MILESTONES & MILESTONES

     

    DESOTO

    


    


    
      
        
          
            	
                    1.

                  	
                    Mobilize
      for Construction

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    2.

                  	
                    Begin
      Concrete Pedestals

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    3.

                  	
                    Concrete
      Pedestals 50% Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    Electrical
      Interconnection Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    5.

                  	
                    Concrete
      Pedestals Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    6.

                  	
                    Torque
      Arms Installed Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    7.

                  	
                    PV
      Modules 100% Delivered

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    8.

                  	
                    Communications
      Infrastructure for DAS Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    9.

                  	
                    Tracker
      Erection Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    10.

                  	
                    PV
      Modules Installed Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    11.

                  	
                    Electrical
      Construction Complete

                  	
                    ***

                  
	 
      	 
      	 
      
	
                    12.

                  	
                    Provisional
      Acceptance

                  	
                    ***

                  


          

        

      

    

    


    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Appendix
D – Construction and Milestone Payment Schedule


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    APPENDIX
D

    Construction
and Milestone Payment Schedule

    


    


    Schedule
of Values for Progress Payments *

    


    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Milestone
      Activities

                                                          	
                                                            Cumulative
      % Owed

                                                          	
                                                            %
      Owed

                                                          	
                                                            Scheduled
      Completion

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          
	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          	
                                                            ***

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    * Each
item will be billed when complete which may be earlier than the schedule
above.

    


    Note:

     

    Notwithstanding
any amount otherwise billed, due or payable pursuant to this schedule, prior to
January 1, 2009, in no event shall FPL have any obligation to pay more
than $*** to Contractor under the Agreement. Unless FPL terminates the Agreement
prior to January 1, 2009, in which case FPL shall pay to Contractor the
Termination Payment, on and after January 1, 2009, FPL shall pay to Contractor
all amounts owed pursuant to the terms of the Agreement.  If FPL
issues a Notice to Proceed before January 1, 2009, the parties will consider, in
their sole discretion, amending by mutual agreement the dates stated in this
Appendix D.

    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Appendix
E – ***

    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
E

     

    ***

     

     

     

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
 

       

      
        
          	 
      	
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      1 of 1

                	 
      
	 
      	
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      E

                	
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Appendix
F – Form of Request for Payment

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    APPENDIX
F

    


    FORM OF REQUEST FOR
PAYMENT

    


     

    
      	
              TO:

            	
              Florida
      Power & Light Company

            


    

    700
Universe Boulevard

    Juno
Beach, FL  33408

    


    ATTN:

    


    APPLICATION
FOR MILESTONE PAYMENT

    


    


    
      
        
          
            
              	
                      FPL
      Purchase Order No.:

                    	 
      	 	
                      DATE:

                    	 
      
	
                      Supplier’s
      Invoice No.:

                    	 
      	 	 
      	 
      


            

          

        

      

    

    


    


    
      
        
          
            
              	
                      Milestone

                      Number

                    	
                      Milestone
      Description

                    	
                      Total

                      Activity
      Value

                    	
                      Activity
      Value Requested for Payment

                    
	 
      	
                       
      

                       

                       

                       

                    	 
      	 
      


            

          

        

      

    

    


     

    Total
This Application $_______________
       


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          ORIGINAL
      CONTRACT PRICE

                                        	
                                          $

                                        	 
      
	
                                          Net
      Change By Change Order

                                        	
                                          $

                                        	 
      
	
                                          CONTRACT
      PRICE TO DATE

                                        	
                                          $

                                        	 
      
	
                                          Less
      Payments by Owner to Subcontractors

                                        	
                                          $

                                        	 
      
	
                                          Less
      Prior Applications for Payment

                                        	
                                          $

                                        	 
      
	
                                          CURRENT
      APPLICATION FOR PAYMENT

                                        	
                                          $

                                        	 
      
	
                                          Less
      Retention

                                        	
                                          $

                                        	 
      
	
                                          Net
      Current Payment

                                        	
                                          $

                                        	 
      
	
                                          BALANCE
      OF CONTRACT PRICE

                                        	
                                          $

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    
Appendix
G – Form of Final Acceptance Certificate


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
G

     

    Form of Final Acceptance
Certificate

    (Page 1
of 2)

    


    
      	
              Date:

            	
              ______________

            


    

    


    
      	
              1.

            	
              Unless
      otherwise defined herein, the capitalized terms used throughout this
      certificate shall have the meanings ascribed to same in the Turnkey
      Engineering, Procurement and Construction Agreement for Solar Photovoltaic
      Generating Facility dated as of June [__], 2008 (as the same may be
      amended, modified and supplemented from time to time, the “Agreement”) by
      and between Florida Power & Light Company, a Florida corporation
      (“FPL”)
      and SunPower Corporation, Systems, a Delaware Corporation (“Contractor”).

            


    

    


    
      	
              2.

            	
              Contractor
      certifies and represents that the following statements are true as of the
      date of delivery hereof to FPL:

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      Contractor has satisfied all of the requirements for the achievement of
      Final Acceptance in accordance with the
  Agreement.

            


    

     

    
      	
               
      

            	
              b)

            	
              Contractor
      has delivered this form, completed except for signature by FPL, to FPL’s
      duly authorized representative referred to in Section 4.11 of the
      Agreement on the above date.

            


    

     

    
      	
              3.

            	
              The
      person signing below is authorized to submit this form to FPL for and on
      behalf of Contractor.

            


    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    SunPower
      Corporation, Systems,

                                  	 
	 
      	
                                    as
      Contractor

                                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                    By:

                                  	 
      	 
	 
      	
                                    Name:

                                  	 
      	 
	 
      	
                                    Title:

                                  	 
      	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
       

      
        
          	 
      	
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      1 of 2

                	 
      
	 
      	
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      G

                	
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      SOTO COUNTY  PV
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    Appendix
G

    


    Form of Final Acceptance
Certificate

    (Page 2
of 2)

    


    FPL to
cross through one (1) of the following statements:

    


    
      	
               
      

            	
              A.

            	
              FPL
      agrees that Final Acceptance has been achieved.  This
      Certificate was received by FPL on the date first written above and is
      effective as of that date.

            


    

    


    
      
        	
                 
      

              	
                B.

              	
                FPL
      does not agree that Final Acceptance has been achieved by the Contractor
      due to the following:

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

    


    
       

    

    FPL:

    


    The
person signing below is authorized to sign the Final Acceptance Certificate for
and on behalf of FPL.

    


    
      
        
          
            
              
                
                  	
                          By:

                        	 
      	 
      	
                          Date:

                        	 
      
	
                          Name:

                        	 
      	 
      	 
      	 
      
	
                          Title:

                        	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

     

    
 

     

    
       

      
        
          	 
      	
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      of 2

                	 
      
	 
      	
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      G

                	
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      SOTO COUNTY  PV
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    Appendix
H – Form of Contractor Certificate for Partial Waiver of Liens

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    APPENDIX
H

    


    FORM OF CONTRACTOR
CERTIFICATE FOR PARTIAL WAIVER OF LIENS

    


    This
CONTRACTOR’S PARTIAL LIEN WAIVER AND RELEASE (“Contractor’s Partial Lien
Waiver and Release”) is made by SunPower Corporation, Systems, a Delaware
corporation (“Contractor”), on
behalf of itself, its successors and assigns, and those acting by or through any
of the foregoing, for and in consideration of the sum of [AMOUNT OF PARTIAL
PAYMENT REQUEST] DOLLARS ($[_____]) (the “Progress Payment”)
and other good and valuable consideration, in hand paid, the receipt and
sufficiency of which are hereby acknowledged, as full payment on account of all
labor, services, materials, equipment and other work performed through the ___
day of _______, 200_ (the “Release Date”), for
Florida Power & Light Company, a Florida corporation (“Owner”), in
connection with the construction of a solar photovoltaic electric generation
facility, and all services and utilities related thereto, in De Soto County,
Florida (such facility, together with the property on which such facility is
located, the “Project”), pursuant
to that certain TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR
SOLAR PHOTOVOLTAIC GENERATING FACILITY, dated as of June [__], 2008, between
Owner and Contractor, as the same may be amended from time to time (as the same
may be amended, modified and supplemented from time to time, the “Agreement”).

    


    Solely
with respect to the Work performed by the Contractor relating to the Project on
or prior to the Release Date, the Contractor does hereby unconditionally and
irrevocably waive, release, remise, relinquish and quit-claim (collectively, the
“Release”) all
actions, claims, demands, liens, lien rights and claims of lien, of any kind
whatsoever (collectively, “Claims”), which
Contractor ever had or now has, known or unknown, against the Project or against
Owner, its parents, subsidiaries and affiliates, at all tiers, and its and their
insurers, sureties, employees, officers, directors, representatives,
shareholders, agents, and all parties acting for any of them (collectively, the
“Released
Entities”), including, without limitation, all claims related to, in
connection with, or arising out of, all facts, acts, events, circumstances,
changes or extra work, constructive or actual delays or accelerations,
interferences and the like, which have occurred or may be claimed to have
occurred.  The foregoing Release shall only be effective with respect
to Claims arising in connection with the portion of the work performed by
Contractor prior to the Release Date.

    


    The
Contractor warrants and represents, solely with respect to all Work completed
through the Release Date  that (a) the Contractor has not assigned or
pledged any rights or claims in any amount due or to become due from Owner in
connection with the Project; (b) payment has been or will be made to all
subcontractors, laborers and material suppliers, at all tiers, for all labor,
services, materials and equipment furnished by or through the Contractor for the
Project, including all payroll taxes and contributions required to be made; (c)
no claims from subcontractors, vendors, mechanics or materialmen against the
Released Entities have been submitted to Contractor with respect to the Project
or remain unsatisfied as of the date hereof; (d) no mechanics’ or materialmen’s
liens have been filed with respect to the Project that have not been discharged
or for which a bond has not been posted in accordance with the Agreement; and
(e) payment of all amounts due has been made to all consultants, employees,
subcontractors, laborers and material suppliers, at all tiers, and all other
entities, for all labor, services, materials and equipment furnished by or
through Contractor for the Project, including, without limitation, all payroll
taxes and contributions required to be made and all wages, overtime pay, premium
pay, holiday pay, sick pay, personal leave pay, severance pay, fees, fringe
benefits, commissions

     

     

    
 

    
      
        	 
      	
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      H

              	
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    and
reimbursable expenses required to be paid and all deductions for dues, fees or
contributions required to be made in connection with all collective bargaining
agreements in existence, if any, which affect any worker(s) providing services
for the Project.

    


    Solely
with respect to all Work for the Project completed through the Release Date, the
Contractor agrees to defend, indemnify and hold the Released Entities harmless
from and against any and all actions, causes of action, losses or damages of
whatever kind, including, without limitation, reasonable attorneys’ fees and
costs in arbitration and at the pre-trial, trial and appellate levels, which the
Released Entities may suffer by reason of (a) any claim made against the
Project or any of the Released Entities relating to labor, services, materials
or equipment furnished by or through the Contractor in connection with the
Project, or (b) any breach of any representation or warranty made by the
Contractor to Owner in connection with the Project, including the
representations and warranties included herein, any false statement made in this
Contractor’s Partial Lien Waiver and Release or any misrepresentation or
omission made to Owner by the Contractor.

     

    The
Contractor acknowledges and agrees that (a)  Owner is relying upon the
representations and warranties made herein as a material inducement for Owner to
make the Progress Payment to the Contractor; (b) this Contractor’s Partial
Lien Waiver and Release is freely and voluntarily given by the Contractor, and
the Contractor has had the advice of counsel in connection herewith and is fully
informed as to the legal effects of this Contractor’s Partial Lien Waiver and
Release, and the Contractor has voluntarily accepted the terms herein for the
consideration recited above; and (c) the tendering of the Progress Payment
by Owner and the receipt of the Progress Payment and the execution of this
Contractor’s Partial Lien Waiver and Release by the Contractor shall not, in any
manner whatsoever, release the Contractor from (i) its continuing
obligations with respect to the completion of any work at the Project that
remains incomplete, including warranty work or guaranty work, or the correction
of defective or non-conforming work; (ii) any contractual, statutory or
common law obligations of the Contractor with respect to the Released Entities
in connection with the Project; or (iii) any other obligations of the
Contractor with respect to Released Entities in connection with the
Project.

    


    [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK;

    SIGNATURES APPEAR ON FOLLOWING
PAGE.]

     

    
 

     

    
      
        	 
      	
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      H

              	
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      SOTO COUNTY  PV
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    Dated
this ___day of _____________, 200__.

    


    
      
        	 
      	
                SUNPOWER CORPORATION,
      SYSTEMS:

              


      

    

    


    WITNESSES:

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 
      	
                                            By:

                                          	 
      
	
                                            Name:

                                          	 
      	 
      	
                                            Name:

                                          	 
      
	
                                             

                                          	 
      	 
      	Title 
      	 
      
	 
      	 
      	 
      	
                                            Address:

                                          	 
      
	
                                            Name:

                                          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    NOTARIAL
ACKNOWLEDGMENT 

    


    
      	
              STATE
      OF __________

            	
              )

            


    

    )  ss:

    
      	
              COUNTY
      OF _________

            	
              )

            


    

    


    The
foregoing instrument was acknowledged before me this _____ day of __________,
200__, by ________________________, the _____________________ of SunPower
Corporation, Systems, a Delaware corporation, who executed the foregoing
instrument on behalf of said corporation, and who is personally known to me or
who produced ______________________ as identification.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	 	 
	 
      	 
      	
                                              Name:

                                            	 
      
	 
      	 
      	
                                              Notary
      Public, State of [Florida]

                                            
	 
      	 
      	
                                              [If
      notarized in a State other than Florida, Signatory shall comply with the
      notary requirements of such State.]

                                            
	 
      	 
      	
                                              Commission
      No.

                                            	 
      
	 
      	 
      	
                                              My
      Commission expires:

                                            	 
      
	 
      	 
      	
                                              (Seal)

                                            	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    
      
        	 
      	
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      3 of 3

              	 
      
	 
      	
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      H

              	
                DE
      SOTO COUNTY  PV
PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
H-1 – Form of Subcontractor Certificate for Partial Waiver of Liens

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
H-1

    


    FORM OF SUBCONTRACTOR
CERTIFICATE FOR PARTIAL WAIVER OF LIENS

    


    


    This
SUBCONTRACTOR’S PARTIAL LIEN WAIVER AND RELEASE is made by [____________________], a [____________] (the
“Releasor”),
subcontractor to SunPower Corporation, Systems, a Delaware corporation (“Contractor”), on
behalf of Releasor, its successors and assigns, and those acting by or through
any of the foregoing, for and in consideration of the sum of Ten and No/100
DOLLARS ($10.00) and other good and valuable consideration, in hand paid, the
receipt and sufficiency of which are hereby acknowledged, as full payment on
account of all labor, services, materials, equipment and other work furnished
through the ___ day of _________, 200_ (the “Release Date”), for
work in connection with the construction of a solar photovoltaic electric
generation facility, and all services and utilities related thereto, in De Soto
County, Florida (such facility, together with the property on which such
facility is located, the “Project”) by
Contractor on behalf of Florida Power &
Light Company, a Florida corporation (“Owner”).

    


    Solely
with respect to the work performed by the Releasor on or prior to the Release
Date in connection with the Project, the Releasor does hereby unconditionally
and irrevocably waive, release, remise, relinquish and quit-claim (collectively,
the “Release”)
all actions, claims, demands, liens, lien rights and claims of lien, of any kind
whatsoever (collectively, “Claims”), which
Releasor ever had or now has, known or unknown, against the Project or against
Owner or Contractor, their partners, parents, subsidiaries and affiliates, at
all tiers, and their insurers, sureties, employees, officers, directors,
representatives, shareholders, agents, and all parties acting for any of them
(collectively, the “Released Entities”), including, without limitation, all
claims related to, in connection with, or arising out of, all facts, acts,
events, circumstances, changes or extra work, constructive or actual delays or
accelerations, interferences and the like, which have occurred or may be claimed
to have occurred.  The foregoing Release shall only be effective with
respect to Claims arising in connection with the portion of the work performed
by Releasor prior to the Release Date.

    


    The
Releasor warrants and represents, solely with respect to all work by Releasor
completed for the Project through the Release Date, that (a) the Releasor has
not assigned or pledged any rights or claims in any amount due or to become due
from Contractor in connection with the Project; (b) payment has been or will be
made to all of its subcontractors, laborers and material suppliers, at all
tiers, for all labor, services, materials and equipment furnished by or through
the Releasor for the Project, including all payroll taxes and contributions
required to be made; (c) no claims from any of its subcontractors, vendors,
mechanics or materialmen against the Released Entities in connection with the
Project have been submitted to Releasor with respect to the Project or remain
unsatisfied as of the date hereof; (d) no mechanics’ or materialmen’s liens have
been filed with respect to the Project that have not been discharged; and (e)
payment of all amounts due has been made to all consultants, employees,
subcontractors, laborers and material suppliers, at all tiers, and all other
entities, for all labor, services, materials and equipment furnished by or
through Releasor for the Project, including, without limitation, all payroll
taxes and contributions required to be made and all wages, overtime pay, premium
pay, holiday pay, sick pay, personal leave pay, severance pay, fees, fringe
benefits, commissions and reimbursable expenses required to be paid and all
deductions for dues, fees or contributions required to be made in connection
with all collective bargaining agreements in existence, if any, which affect any
worker(s) providing services for the Project.

     

     

    
 

    
      
        	 
      	
                Page
      1 of 3

              	 
      
	 
      	
                Appendix
      H-1

              	
                DE
      SOTO COUNTY PV PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Solely
with respect to all work by Releasor in connection with the Project completed
through the Release Date, the Releasor agrees to defend, indemnify and hold the
Released Entities harmless from and against any and all actions, causes of
action, losses or damages of whatever kind, including, without limitation,
reasonable attorneys’ fees and costs in arbitration and at the pre-trial, trial
and appellate levels, which the Released Entities may suffer by reason of
(a) any claim made against the Project or any of the Released Entities
relating to labor, services, materials or equipment furnished by or through the
Releasor, or (b) any breach of any representation or warranty made by the
Releasor to the Released Entities, including the representations and warranties
included herein, any false statement made in this Subcontractor’s Partial Lien
Waiver and Release, or any misrepresentation or omission made to the Released
Entities by the Releasor.

     

    The
Releasor acknowledges and agrees that (a) the Contractor and Owner are
relying upon the representations and warranties made herein as a material
inducement for the Contractor to make payment to the Releasor; (b) this
Subcontractor’s Partial Lien Waiver and Release is freely and voluntarily given
by the Releasor and the Releasor has had the advice of counsel in connection
herewith and is fully informed as to the legal effects of this Subcontractor’s
Partial Lien Waiver and Release and the Releasor has voluntarily accepted the
terms herein for the consideration recited above; and (c) the tendering of
payment by the Contractor and the receipt of payment and the execution of this
Subcontractor’s Partial Lien Waiver and Release by the Releasor shall not, in
any manner whatsoever, release the Releasor from (i) its continuing
obligations with respect to the completion of any work at the Project that
remains incomplete, including warranty work or guaranty work, or the correction
of defective or non-conforming work; (ii) any contractual, statutory or
common law obligations of the Releasor with respect to any of the Released
Entities in connection with the Project; or (iii) any other obligations of
the Releasor with respect to any of the Released Entities in connection with the
Project.

    


    [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK;

    SIGNATURES APPEAR ON FOLLOWING
PAGE.]

    


     

     

    
 

    
      
        	 
      	
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      2 of 3

              	 
      
	 
      	
                Appendix
      H-1

              	
                DE
      SOTO COUNTY PV PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Dated
this ___day of _____________, 200__.

    


    
      
        
        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	WITNESSES:	 	 	
                                                              Subcontractor:

                                                            	 
	 	 	 	 	 
	 
      	 
      	 
      	
                                                              By:

                                                            	 
      
	
                                                              Name:

                                                            	 
      	 
      	
                                                              Name:

                                                            	 
      
	
                                                               

                                                            	 
      	 
      	Title: 
      	 
      
	 
      	 
      	 
      	
                                                              Address:

                                                            	 
      
	
                                                              Name:

                                                            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    NOTARIAL
ACKNOWLEDGMENT

    


    


    
      	
              STATE
      OF __________

            	
              )

            


    

    )  ss:

    
      	
              COUNTY
      OF _________

            	
              )

            


    

    


    The
foregoing instrument was acknowledged before me this _____ day of __________,
200__, by ________________________, the _____________________ of_________________, a
________________, who executed the foregoing instrument on behalf of said
corporation, and who is personally known to me or who produced
______________________ as identification.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	 
	 
      	
                                  Name:

                                	 
      
	 
      	
                                  Notary
      Public, State of [Florida] [If notarized in a State other
      than Florida, Signatory shall comply with the notary requirements of such
      State.]

                                
	 
      	
                                  Commission
      No.

                                	 
      
	 
      	
                                  My
      Commission expires:

                                	 
      
	 
      	
                                  (Seal)

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    
      	 
      	
              Page
      3 of 3

            	 
      
	 
      	
              Appendix
      H-1

            	
              DE
      SOTO COUNTY PV PROJECT

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
I – ***

    


    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
I

     

    ***

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

     

     

    
      
        	 
      	
                Appendix
      I

              	
                DE
      SOTO COUNTY PV PROJECT

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
J – Option Pricing


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
J

    


    Option
Pricing

    


    FPL may
elect to purchase any, all or none of the options listed below, subject to
maximum annual quantities,  in the column entitled “Option
Description” (each an “Option”, collectively the “Options”). The price of each
of the Options for the Project is set forth in the column entitled “Option
Price”, which price shall be paid at the same percentages upon achievement of
the same milestones set forth in the Construction and Payment Milestone Schedule
attached to the Agreement.1  In the event
FPL notifies Contractor of its exercise of a given Option, upon FPL’s delivery
of a Final Notice to Proceed with respect to the associated commencement of
Work, an additional Letter of Credit shall be issued pursuant to the
requirements of Section 7.5 with a face amount equal to *** percent (***%) of
the related Option Price through the final acceptance date, after which the face
amount of such Letter of Credit shall equal *** percent (***%)  of the
Option Price until ***.

    


    The
notice to proceed date (s), critical milestone dates, guaranteed provisional
acceptance and final acceptance dates, construction and milestone payment dates,
and termination payment dates shall be mutually agreed by the Parties at the
time of Option exercise.  In order to choose any of the Options, FPL
must notify Contractor on or before the date set forth in the column entitled
“Option Date”. In the event FPL exercises an Option set forth herein, such
Option(s) shall thereafter be considered part of the Work, and Contractor shall
promptly commence and diligently pursue to completion such additional
Work.

    


    
      
        
          
            
              	
                      Option
      Description

                    	
                      Option
      Price

                    	
                      Option
      Date

                    
	
                      1)

                    	
                      *** MW
      (net) capacity increase.

                    	
                      $***

                    	
                      ***

                    
	
                      2)

                    	
                      *** MW
      (net) capacity increase.  FPL may exercise this option up to
      five times, for a total of *** MW (net) capacity
      increase.

                    	
                      $***

                      for
      each *** MW option selected

                    	
                      ***

                    
	
                      3)

                    	
                      *** MW
      (net) capacity increase.

                    	
                      $***

                    	
                      ***

                    
	
                      4)

                    	
                      *** MW
      (net) capacity increase.  FPL may exercise this option up to
      five times, for a total of *** MW (net) capacity
      increase.

                    	
                      $***

                      for
      each *** MW option selected

                    	
                      ***

                    


            

          

        

      

    

    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    

      

    

      1 The
Option Price assumes the Driven Pier Design (as defined in Section 7.1 of the
Agreement) is implemented.  In the event that Contractor elects not to
effect the Driven Pier Design, the Parties will mutually agree on appropriate
revisions to the Option Price.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    ***


     

     

     

    
      ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Appendix
K – Module Warranty

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Appendix K – Module Warranty


     

    

    


    SUNPOWER
LIMITED WARRANTY FOR PV MODULES

    SPR-315E-xxx-x,
SPR-300E-xxx-x, SPR-305-xxx-x, SPR-290-xxx-x, SPR-230-xxx-x, SPR-225-xxx-x,
SPR-220-xxx-x, SPR-217-xxx-x, SPR-215-xxx-x, SPR-210-xxx-x, SPR-205-xxx-x,
SPR-200-xxx-x, SPR-90-xxx-x (“xxx-x” define product variants)

    


    
      	
              1.

            	
              Limited
      Product Warranty – Ten (10) Year Repair, Replacement or Refund
      Remedy

            


    

    


    SunPower
Corporation with offices at 3939 North First Street, San Jose, CA 95134
(“SunPower”) warrants that for ten (10) years from the date of delivery, its
Photovoltaic modules ("PV modules") shall be free from defects in materials and
workmanship under normal application, installation, use and service conditions.
If the PV modules fail to conform to this warranty, then for a period ending ten
(10) years from date of delivery to the original end-customer ("the Customer"),
SunPower will, at its option, either repair or replace the product, or refund
the purchase price as paid by the Customer ("Purchase Price"). The repair,
replacement or refund remedy shall be the sole and exclusive remedy provided
under the Limited Product Warranty and shall not extend beyond the ten (10) year
period set forth herein. This Limited Product Warranty does not warrant a
specific power output, which shall be exclusively covered under clause 2
hereinafter (Limited Power Warranty).

    


    
      	
              2.

            	
              Limited
      Power Warranty

            


    

    


    
      	
            	
              a)

            	
              SunPower
      additionally warrants: If, within twelve (12) years from date of delivery
      to the Customer any PV module(s) exhibits a power output less than 90% of
      the Minimum Peak Power2 as specified at the
      date of delivery in SunPower's Product datasheet, provided that such loss
      in power is determined by SunPower (at its sole and absolute discretion)
      to be due to defects in material or workmanship  SunPower will
      replace such loss in power by either providing to the Customer additional
      PV modules to make up such loss in power or by providing monetary
      compensation equivalent to the cost of additional PV modules required to
      make up such loss in power or by repairing or replacing the defective PV
      modules, at the option of SunPower

            


    

    
      	
            	
              b)

            	
              SunPower
      additionally warrants: If, within twenty five (25) years from date of
      delivery to the Customer any PV module(s) exhibits a power output less
      than 80% of the Minimum Peak Power1 as
      specified at the date of delivery in SunPower's Product datasheet,
      provided that such loss in power is determined by SunPower  (at
      its sole and absolute discretion) to be due to defects in material or
      workmanship  SunPower will replace such loss in power by either
      providing to the Customer additional PV modules to make up such loss in
      power or by providing monetary compensation equivalent to the cost of
      additional PV modules required to make up such loss in power or by
      repairing or replacing the defective PV modules, at the option of
      SunPower.

            


    

    


    
      	
              3.

            	
              Exclusions
      and limitations

            


    

    


    
      	
            	
              a)

            	
              Warranty
      claims must in any event be filed within the applicable Warranty
      period.

            


    

    
      	
            	
              b)

            	
              Warranty
      claims may only be made by, or on the behalf of, the original end customer
      or a person to whom title has been transferred for the PV
      Modules.

            


    

    
      	
            	
              c)

            	
              The
      Limited Warranties do not apply to any of the
  following:

            


    

    
      	
               
      

            	
              1.

            	
              PV
      modules which in SunPower's absolute judgment have been subjected to:
      misuse, abuse, neglect or accident; alteration, improper installation,
      application or removal (including but
not

            


    

    


     

    
      
        

      

      2“Minimum
Peak Power” = Peak power minus the Peak power
tolerance (as specified in SunPower’s Product datasheet).   “Peak
power” is the power in peak watts that a PV module generates at STC (Standard
Test conditions: Irradiance of 1000 W/m2, light
spectrum AM 1.5g and a cell temperature 

      of
25 degrees C)

       

      
        

      

      
        
          	 
      	 
      	
                  SunPower
      Corporation

                	 
      	 
      
	
                  1.877.SUN.0123

                	
                  —

                	
                  Email
      : customercare@SunPowercorp.com

                	
                  —

                	
                  www.SunPowercorp.com

                


        

        Document # 001-83266 Rev
*D                                      


      

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
K - Module Warranty

    


    limited
to installation, application or removal by any party other than a SunPower
authorized dealer; non-observance of SunPower's installation, users and/or
maintenance instructions; repair or modifications by someone other than an
approved service technician of SunPower; power failure surges, lightning, flood,
fire, accidental breakage or other events outside SunPower's
control.

    
      	
               
      

            	
              2.

            	
              Cosmetic
      defects stemming from normal wear and tear of PV module
      materials.

            


    

    
      	
               
      

            	
              3.

            	
              PV
      modules installed in locations, which in SunPower’s absolute judgment may
      be subject to direct contact with salt
water.

            


    

    
      	
            	
              d)

            	
              The
      Limited Warranties do not cover any transportation costs for return of the
      PV modules, or for reshipment of any repaired or replaced PV modules, or
      cost associated with installation, removal or reinstallation of the PV
      modules.

            


    

    
      	
            	
              e)

            	
              When
      used on a mobile platform of any type, the Limited Power Warranty,
      applying to any of the PV modules shall be limited to twelve (12) years as
      per the provisions of clause 2(a)
hereof.

            


    

    
      
        	
              	
                
                  f)

                

              	
                
                  Warranty
      claims will not apply if the type or serial number of the PV modules is
      altered, removed or made
illegible.

                

              


      

       

    

    
      	
              4.

            	
              Limitation
      of Warranty Scope

            


    

    


    SUBJECT
TO THE LIMITIATIONS UNDER APPLICABLE LAW, THE LIMITED WARRANTIES SET FORTH
HEREIN ARE EXPRESSLY IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS OR IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF
FITNESS FOR PARTICULAR PURPOSE, USE, OR APPLICATION, AND ALL OTHER OBLIGATIONS
OR LIABILITIES ON THE PART OF SUNPOWER, UNLESS SUCH OTHER WARRANTIES,
OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING SIGNED AND
APPROVED BY SUNPOWER. SUNPOWER SHALL HAVE NO RESPONSIBILITY OR LIABILITY
WHATSOEVER FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY OR FOR OTHER LOSS OR
INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE
PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN THE MODULE, OR FROM USE
OR INSTALLATION. UNDER NO CIRCUMSTANCES SHALL SUNPOWER BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES, HOWSOEVER CAUSED. LOSS OF USE, LOSS OF
PROFITS, LOSS OF PRODUCTION, LOSS OF REVENUES ARE THEREFORE SPECIFICALLY BUT
WITHOUT LIMITATION EXCLUDED.

    


    SUNPOWER'S
AGGREGATE LIABILITY, IF ANY, IN DAMAGES OR OTHERWISE, SHALL NOT EXCEED THE
PURCHASE PRICE PAID TO SUNPOWER BY THE CUSTOMER, FOR THE UNIT OF PRODUCT OR
SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH GAVE RISE TO THE
WARRANTY CLAIM.

    


    SOME
STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF
DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
YOU.

    


    
      	
              5.

            	
              Obtaining
      Warranty Performance

            


    

    


    If you
feel you have a justified claim covered by this Limited Warranty, immediately
notify the (a) Installer, who sold the PV-modules, or (b) any authorized
SunPower distributor, of the claim in writing, or (c) send such notification to
SunPower Corporation, 3939 North First Street, San Jose, CA 95134, directly. In
addition, please enclose evidence of the date of delivery of the PV module. If
applicable, your installer or distributor will give advice on handling the
claim. If further assistance is required, please write to SunPower for
instructions. The return of any PV-modules will not be accepted unless prior
written authorization has been given by SunPower.

     

    
      

    

    
      
        
          	 
      	 
      	
                  SunPower
      Corporation

                	 
      	 
      
	
                  1.877.SUN.0123

                	
                  —

                	
                  Email
      : customercare@SunPowercorp.com

                	
                  —

                	
                  www.SunPowercorp.com

                


        

        Document # 001-83266 Rev
*D                                      


      

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
L – O&M Manual

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
M – FPL Permits


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    DeSoto
Solar Project

    List
of Permits/Authorizations/Action Items

    


    


    APPENDIX
M

    FPL
Permits

    


    


    
      
        
          
            
              
                
                  	 
      	
                          Task

                        	
                          Responsible
      Agency

                        	
                          Responsible
      Party

                        	
                          Target
      Completion Date

                        	
                          Comments

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	
                          1

                        	
                          Environmental
      Resource Permit

                        	
                          FDEP

                        	
                          FPL

                        	
                          11/1/08

                        	
                          ACOE
      not required because no impact to wetlands.

                        
	
                          2

                        	
                          Conduct
      Threatened and Endangered (T&E) Species Survey

                        	
                          FDEP

                        	
                          FPL

                        	
                          5/28/08

                        	
                          Complete.

                        
	
                          3

                        	
                          Gopher
      Tortoise Relocation

                        	
                          FFWCC

                        	
                          FPL

                        	
                          10/15/08

                        	
                          Need
      final site layout before relocation, if needed.

                        
	
                          4

                        	
                          Conduct
      a Phase 1 cultural assessment on areas that have not been previously
      surveyed

                        	
                          SHPO

                        	
                          FPL

                        	
                          8/4/08

                        	 
      
	
                          5

                        	
                          Federal,
      State and Local easements

                        	
                          site
      specific

                        	
                          FPL

                        	
                          TBD

                        	 
      
	
                          6

                        	
                          Determination
      of 'no hazard to air navigation'

                        	
                          FAA

                        	
                          FPL

                        	
                          7/30/08

                        	 
      
	
                          7

                        	
                          Spill
      Prevention Control and Counter Measures (SPCC) Plan

                        	
                          EPA

                        	
                          FPL

                        	
                          TBD

                        	
                          Post
      Construction if needed.

                        
	
                          8

                        	
                          Conditional
      Use Permit

                        	
                          County

                        	
                          FPL

                        	
                          5/8/08

                        	
                          Complete.

                        
	
                          9

                        	
                          Site
      Plan Approval

                        	
                          County

                        	
                          FPL

                        	
                          10/15/08

                        	
                          Need
      final site layout from Contractor.

                        
	
                          10

                        	
                          Zoning/Land
      Use Amendment

                        	
                          County

                        	
                          FPL

                        	
                          5/8/08

                        	
                          Complete.

                        
	
                          11

                        	
                          Water
      well permits (consumptive)

                        	
                          County
      or WMD

                        	
                          FPL

                        	
                          12/30/08

                        	
                          N/A
      for Construction. Needed for Operation.

                        
	
                          12

                        	
                          Submit
      Wetland Jurisdictional Determination Application

                        	
                          FDEP

                        	
                          FPL

                        	
                          5/1/08

                        	
                          Complete.

                        


                

              

            

          

        

      

    

     

    
      
        
          Completed
task are
shaded                                                                                                                                                                                 Page 1 of
1                                                                                                                                
 Desoto Solar Preliminary Report List rev 6 SMF_5/16/08

          
          

          
          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
N – Termination Payment Schedule

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    


    APPENDIX
N

    Schedule
of Termination of Values

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      Termination
      Dollars Due*

                                                                    	
                                                                      %
      Owed of Total Contract Price

                                                                    	
                                                                      If
      Terminated After:

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    
	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    	
                                                                      ***

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    *Termination
values are based on a Contract Price of $***. If the Contract Price is adjusted
pursuant to the Agreement, the termination values shall be adjusted to the
product of the adjusted Contract Price and the applicable "% Owed of Total
Contract Price" for a given termination value.

    


    Note:

    The
Termination Payment due and payable upon a termination on or prior to January 1,
2009, shall be the applicable amount provided for under the column "Termination
Dollars Due" for a termination on or after a date specified under the column "If
Terminated After" less the aggregate amount of the Contract Price paid by FPL to
Contractor as of such date. The Termination Payment due and payable upon a
termination after January 1, 2009 shall be the greater of: (1) the applicable
amount provided for under the column "Termination Dollars Due" for a termination
on or after a date specified under the column "If Terminated After" less the
aggregate amount of the Contract Price paid by FPL to Contractor as of such date
and (2) the aggregate amount of outstanding approved and unpaid Requests for
Payment made pursuant to the Agreement which entitle Contractor to payment in
accordance with the Construction and Milestone Payment Schedule.  If
FPL issues a Notice to Proceed before January 1, 2009, the parties will
consider, in their sole discretion, amending by mutual agreement the dates
stated in this Appendix N.

     

    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
O – Project Management Team

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
O

     

    Project
Management Team

     

    

     

    
      
        	 
      	
                TBH
      – To be hired, subject to the approval requirements of Section 3.12.1 of
      the Agreement

              


      

    

     Biographical
Information: 

     

    Daniel S. Shugar, President,
SunPower Systems

     

    Mr.
Shugar leads Supply Chain, Manufacturing, Product Development, and Project
Engineering and Construction. Since January 1996, Mr. Shugar
has  overseen the installation of over 200 MW of solar PV
projects. He has been active in solar power since 1988. Mr. Shugar has a
B.S. in Electrical Engineering from Rensselaer Polytechnic University, and an
MBA from Golden Gate University in San Francisco.

     

    Kevin Hennessy, Director,
Construction Services

     

    Mr.
Hennessy is a Professional Engineer with over 25 years of commercial
construction experiences.  He has extensive knowledge of design and
construction methods of all types of building systems and has developed projects
all over the globe.  He is responsible for the Design and Construction
groups in the Systems Group at SunPower. This team  has been
responsible for implementation of the largest Solar PV Energy projects
throughout the world,  including several projects
over  20MW’s.  Kevin is a California licensed Civil Engineer and
has a M.S. in Civil Engineering from Stanford University.

     

    Peter Buecke,
Director Design Services  

     

    Mr.
Buecke is an architect who has led the design and construction division for
several national home builders.   He is responsible for all
activities related to the design and engineering of large ground-mounted and
roof-top solar projects.  He has over 20 years of experience on
project planning  with success in setting and meeting project design
milestones.  He has a B.S in Design from the College of Architecture
at Arizona State University.

     

    
      Steve
Hanawalt, Director, Customer Service

    

     

    Mr.
Hannawalt leads the Customer Service and O&M Group for SunPower Systems. His
energy facility operations and management experience includes start-up
engineering, performance engineering, operations management, and asset
optimization. Prior to joining SunPower, he was Vice President of

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Plant
Optimization at Calpine Corporation, a large independent power producer. In that
capacity his group provided the 25,000 MW fleet with system commissioning
services, performance and reliability engineering, and real-time performance
monitoring and diagnostic services. Plant Optimization provided the performance,
reliability, and cost structure inputs to System Dispatch to optimize the
economic dispatch of the generating units. Mr. Hanawalt received his B.S. in
Mechanical Engineering from the University of California, Berkeley and is
currently pursuing his MBA.

     

     

    Rich Hanson, Senior Project
Manager

     

    Mr.
Hanson has been involved  as a project manager of utility size
power plants since joining SunPower Corp . Most recently  he
was responsible for completing a 14 MW ground mounted tracking system at
Nellis Air Force Base in Las Vegas, NV.  Prior to joining SunPower, Rich
was Director of Construction for a Construction Management firm in the
California Central Valley, specializing in design/build management of medical
office buildings, airport construction, and regional shopping
centers.

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
P – Legal Description of Property Site

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
P

    


    LEGAL
DESCRIPTION OF PROPERTY SITE

    


    


    A
tract of land located in Desoto County and more particularly described as
follows:

    


    The
northwest quarter and the west half of the northeast quarter and the north half
of the southwest quarter and the southeast quarter of Section 27, Township 36
South, Range 25 East; And the south half of the northeast quarter and the west
half of the southwest quarter and the southeast quarter of Section 26, Township
36 South, Range 25 East; And Section 35, Township 36 South, Range 25 East; And
the west half of the northeast quarter of Section 2, Township 37 South, Range 25
East.


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
Q

    


    


    Intentionally
Deleted

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
R – Form of Contractor Certificate for Final Waiver of Liens


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
R

    


    FORM OF CONTRACTOR
CERTIFICATE FOR FINAL WAIVER OF LIENS

    


    This
CONTRACTOR’S FULL LIEN WAIVER AND RELEASE (“Contractor’s Full Lien
Waiver and Release”) is made by SunPower Corporation, Systems, a Delaware
corporation (“Contractor”), on
behalf of itself, its successors and assigns, and those acting by or through any
of the foregoing, for and in consideration of [AMOUNT OF FINAL PAYMENT REQUEST]
DOLLARS ($[_____]) and other good and valuable consideration, in hand paid, the
receipt and sufficiency of which are hereby acknowledged, as full and final
payment on account of all labor, services, materials, equipment and other work
performed for Florida Power & Light Company (“Owner”), in
connection with the construction of a solar photovoltaic electric generation
facility, and all services and utilities related thereto, in De Soto County,
Florida (such facility, together with the property on which such facility is
located, the “Project”), pursuant
to that certain TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR
SOLAR PHOTOVOLTAIC GENERATING FACILITY, dated as of June [__], 2008, between
Owner and Contractor, as the same may be amended from time to time (the “Agreement”).

    


    Contractor
does hereby unconditionally and irrevocably waive, release, remise, relinquish
and quit-claim all actions, claims, demands, liens, lien rights and claims of
lien, of any kind whatsoever, which Contractor ever had, now has, or may have in
the future, known or unknown, against the Project or against Owner, its parents,
subsidiaries and affiliates, at all tiers, and its and their insurers, sureties,
employees, officers, directors, representatives, shareholders, agents, and all
parties acting for any of them related to or arising from the Project
(collectively, the “Released Entities”),
including, without limitation, all claims related to, in connection with, or
arising out of, all facts, acts, events, circumstances, changes or extra work,
constructive or actual delays or accelerations, interferences and the like,
which have occurred or may be claimed to have occurred.

    


    The
Contractor warrants and represents that (a) the Contractor has not assigned or
pledged any rights or claims in any amount due or to become due from Owner
related to or arising from the Project; (b) payment has been or will be made to
all subcontractors, laborers and material suppliers, at all tiers, for all
labor, services, materials and equipment furnished by or through the Contractor
for the Project, including all payroll taxes and contributions required to be
made; (c) no claims from subcontractors, vendors, mechanics or materialmen
against the Released Entities have been submitted to Contractor with respect to
the Project or remain unsatisfied as of the date hereof; (d) no mechanics’ or
materialmen’s liens have been filed with respect to the Project that have not
been discharged or for which a bond has not been posted in accordance with the
Agreement; (e) payment of all amounts due has been made to all consultants,
employees, subcontractors, laborers and material suppliers, at all tiers, and
all other entities, for all labor, services, materials and equipment furnished
by or through Contractor for the Project, including, without limitation, all
payroll taxes and contributions required to be made and all wages, overtime pay,
premium pay, holiday pay, sick pay, personal leave pay, severance pay, fees,
fringe benefits, commissions and reimbursable expenses required to be paid and
all deductions for dues, fees or contributions required to be made in connection
with all collective bargaining agreements in existence, if any, which affect any
worker(s) providing services for the Project; and (f) all contracts with
consultants and subcontractors employed, used or engaged by Contractor in
connection with the Project have been completed or have been
terminated.

    


     

     

     

    
      
        	 
      	
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    The
Contractor agrees to defend, indemnify and hold the Released Entities harmless
from and against any and all actions, causes of action, losses or damages of
whatever kind, including, without limitation, reasonable attorneys’ fees and
costs in arbitration and at the pre-trial, trial and appellate levels, which the
Released Entities may suffer by reason of (a) any claim made against the
Project or any of the Released Entities relating to labor, services, materials
or equipment furnished by or through the Contractor related to or arising from
the Project, or (b) any breach of any representation or warranty made by
the Contractor to Owner related to or arising from the Project, including the
representations and warranties included herein, any false statement made in this
Contractor’s Full Lien Waiver and Release or any misrepresentation or omission
made to Owner by the Contractor.

     

    The
Contractor acknowledges and agrees that (a) Owner is relying upon the
representations and warranties made herein as a material inducement for Owner to
make payment to the Contractor; (b) this Contractor’s Full Lien Waiver and
Release is freely and voluntarily given by the Contractor, and the Contractor
has had the advice of counsel in connection herewith and is fully informed as to
the legal effects of this Contractor’s Full Lien Waiver and Release, and the
Contractor has voluntarily accepted the terms herein for the consideration
recited above; and (c) the tendering of payment by Owner and the receipt of
payment and the execution of this Contractor’s Full Lien Waiver and Release by
the Contractor shall not, in any manner whatsoever, release the Contractor from
(i) its continuing obligations with respect to the completion of any work
at the Project that remains incomplete, including warranty work or guaranty
work, or the correction of defective or non-conforming work; (ii) any
contractual, statutory or common law obligations of the Contractor with respect
to the Released Entities related to or arising from the Project; or
(iii) any other obligations of the Contractor with respect to Released
Entities related to or arising from the Project.

    


    [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK;

    SIGNATURES APPEAR ON FOLLOWING
PAGE.]

    


     

     

    
 

    
      
        	 
      	
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    Dated
this ___day of _____________, 200__.

    


    
      
        	 
      	
                SUNPOWER CORPORATION,
      SYSTEMS:

              


      

    

    


    WITNESSES:

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 
      	 	
                                                By:

                                              	 
      
	
                                                Name:

                                              	 
      	 	
                                                Name:

                                              	 
      
	
                                                 

                                              	 
      	 	Title:	 
      
	 
      	 
      	 	
                                                Address:

                                              	 
      
	
                                                Name:

                                              	 
      	 	 
      	 
      
	
                                                 

                                              	 
      	 	 
      	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    NOTARIAL
ACKNOWLEDGMENT

    


    
      	
              STATE
      OF __________

            	
              )

            


    

    )  ss:

    
      	
              COUNTY
      OF _________

            	
              )

            


    

    


    The
foregoing instrument was acknowledged before me this _____ day of __________,
200__, by ________________________, the _____________________ of SunPower
Corporation, Systems, a Delaware corporation, who executed the foregoing
instrument on behalf of said corporation, and who is personally known to me or
who produced ______________________ as identification.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	 
	 
      	
                                    Name:

                                  	 
      
	 
      	
                                    Notary
      Public, State of [Florida]

                                  
	 
      	
                                    [If
      notarized in a State other than Florida, Signatory shall comply with the
      notary requirements of such State.]

                                  
	 
      	
                                    Commission
      No.

                                  	 
      
	 
      	
                                    My
      Commission expires:

                                  	 
      
	 
      	
                                    (Seal)

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    
      
        	 
      	
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    Appendix
R-1 – Form of Subcontractor Certificate for Final Waiver of Liens

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
R-1

    


    FORM OF SUBCONTRACTOR
CERTIFICATE FOR FINAL WAIVER OF LIENS

    


    This
SUBCONTRACTOR’S FULL LIEN WAIVER AND RELEASE (“Subcontractor’s Full Lien
Waiver and Release”) is made by [____________________], a [____________] (the
“Releasor”),
subcontractor to SunPower Corporation, Systems, a Delaware corporation (“Contractor”), on
behalf of Releasor, its successors and assigns, and those acting by or through
any of the foregoing, for and in consideration of the sum of Ten and No/100
DOLLARS ($10.00) and other good and valuable consideration, in hand paid, the
receipt and sufficiency of which are hereby acknowledged, as full and final
payment on account of all labor, services, materials, equipment and other work
furnished in connection with the construction of a solar photovoltaic electric
generation facility, and all services and utilities related thereto, in De Soto
County, Florida (such facility, together with the property on which such
facility is located, the “Project”) by
Contractor on behalf of Florida Power &
Light Company, a Florida corporation (“Owner”).

    


    Releasor
does hereby unconditionally and irrevocably waive, release, remise, relinquish
and quit-claim all actions, claims, demands, liens, lien rights and claims of
lien, of any kind whatsoever, which Releasor ever had, now has, or may have in
the future, known or unknown, against the Project, or against Owner or
Contractor, their partners, parents, subsidiaries and affiliates, at all tiers,
and their insurers, sureties, employees, officers, directors, representatives,
shareholders, agents, and all parties acting for any of them related to or
arising from the Project (collectively, the “Released Entities”),
including, without limitation, all claims related to, in connection with, or
arising out of, all facts, acts, events, circumstances, changes or extra work,
constructive or actual delays or accelerations, interferences and the like,
which have occurred or may be claimed to have occurred.

    


    The
Releasor warrants and represents that (a) the Releasor has not assigned or
pledged any rights or claims in any amount due or to become due from Contractor
related to or arising from the Project; (b) payment has been or will be made to
all of its subcontractors, laborers and material suppliers, at all tiers, for
all labor, services, materials and equipment furnished by or through the
Releasor for the Project, including all payroll taxes and contributions required
to be made; (c) no claims from any of its subcontractors, vendors, mechanics or
materialmen against the Released Entities have been submitted to Releasor with
respect to the Project or remain unsatisfied as of the date hereof; (d) no
mechanics’ or materialmen’s liens have been filed with respect to the Project
that have not been discharged; (e) payment of all amounts due has been made to
all consultants, employees, subcontractors, laborers and material suppliers, at
all tiers, and all other entities, for all labor, services, materials and
equipment furnished by or through Releasor for the Project, including, without
limitation, all payroll taxes and contributions required to be made and all
wages, overtime pay, premium pay, holiday pay, sick pay, personal leave pay,
severance pay, fees, fringe benefits, commissions and reimbursable expenses
required to be paid and all deductions for dues, fees or contributions required
to be made in connection with all collective bargaining agreements in existence,
if any, which affect any worker(s) providing services for the Project; and (f)
all contracts with consultants and subcontractors employed, used or engaged by
Releasor in connection with the Project have been completed or have been
terminated.

    


    The
Releasor agrees to defend, indemnify and hold the Released Entities harmless
from and against any and all actions, causes of action, losses or damages of
whatever kind, including, without limitation, reasonable attorneys’ fees and
costs in arbitration and at the pre-trial, trial and

     

    


     

     

    
      
        	 
      	
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    appellate
levels, which the Released Entities may suffer by reason of (a) any claim
made against the Project or any of the Released Entities relating to labor,
services, materials or equipment furnished by or through the Releasor related to
or arising from the Project, or (b) any breach of any representation or
warranty made by the Releasor to the Released Entities related to or arising
from the Project, including the representations and warranties included herein,
any false statement made in this Subcontractor’s Full Lien Waiver and Release,
or any misrepresentation or omission made to the Released Entities by the
Releasor.

     

    The
Releasor acknowledges and agrees that (a) the Contractor and Owner are
relying upon the representations and warranties made herein as a material
inducement for the Contractor or Owner to make payment to the Releasor;
(b) this Subcontractor’s Full Lien Waiver and Release is freely and
voluntarily given by the Releasor and the Releasor has had the advice of counsel
in connection herewith and is fully informed as to the legal effects of this
Subcontractor’s Full Lien Waiver and Release and the Releasor has voluntarily
accepted the terms herein for the consideration recited above; and (c) the
tendering of payment by the Contractor and the receipt of payment and the
execution of this Subcontractor’s Full Lien Waiver and Release by the Releasor
shall not, in any manner whatsoever, release the Releasor from (i) its
continuing obligations with respect to the completion of any work at the Project
that remains incomplete, including warranty work or guaranty work, or the
correction of defective or non-conforming work related to or arising from the
Project; (ii) any contractual, statutory or common law obligations of the
Releasor with respect to any of the Released Entities related to or arising from
the Project; or (iii) any other obligations of the Releasor with respect to
any of the Released Entities related to or arising from the
Project.

    


    [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK;

    SIGNATURES APPEAR ON FOLLOWING
PAGE.]

    


     

     

     

    
      
        	 
      	
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    Dated
this ___day of _____________, 200__.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    WITNESSES:

                                                                  	 	
                                                                    Subcontractor:

                                                                  
	 	 	 	 	 
	 
      	 	 	
                                                                    By:

                                                                  	 
      
	
                                                                    Name:

                                                                  	 	 	
                                                                    Name:

                                                                  	 
      
	
                                                                     

                                                                  	 	 	Title:	 
      
	 
      	 	 	
                                                                    Address:

                                                                  	 
      
	
                                                                    Name:

                                                                  	 	 	 
      	 
      
	
                                                                     

                                                                  	 	 	 
      	 
      


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    NOTARIAL
ACKNOWLEDGMENT

    


    


    
      	
              STATE
      OF __________

            	
              )

            


    

    )  ss:

    
      	
              COUNTY
      OF _________

            	
              )

            


    

    


    The
foregoing instrument was acknowledged before me this _____ day of __________,
200__, by ________________________, the _____________________ of_________________, a
________________, who executed the foregoing instrument on behalf of said
corporation, and who is personally known to me or who produced
______________________ as identification.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      
	 
      	
                                    Name:

                                  	 
      
	 
      	
                                    Notary
      Public, State of [Florida]

                                  
	 
      	
                                    [If
      notarized in a State other than Florida, Signatory shall comply with the
      notary requirements of such State.]

                                  
	 
      	
                                    Commission
      No.

                                  	 
      
	 
      	
                                    My
      Commission expires:

                                  	 
      
	 
      	
                                    (Seal)

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
 

    
      	 
      	
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    Appendix
S – Form of Request for Change Order

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        CHANGE
ORDER FORM

        Florida
Power & Light Company

        CONTRACT
CHANGE ORDER NO.

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Contractor:

                                      	
                                        SunPower
      Corporation, Systems

                                      	 
      	
                                        Title:

                                      	 
      	
                                        Date:  
      

                                      	 
      
	
                                        CONTRACT
      CHANGE:  (Detail)

                                      	
                                        Amount

                                        (Circle
      Credits)

                                      
	
                                        This Change Order No. [___], effective
      [_____________], is issued to amend the Turnkey Engineering,
      Procurement and Construction Agreement for Solar Photovoltaic Generating
      Facility Between Florida Power & Light Company and SunPower
      Corporation, Systems dated July [__], 2008 (the "Agreement") as specified
      below.  The initial capitalized terms used herein, unless
      otherwise defined in this Change Order, shall have the meanings ascribed
      to them in the Agreement.

                                         

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            
              
                
                  
                    
                      	
                              Contract
      Start Date:

                               

                              Contract Completion
      Date:

                            	
                                       No
      change                

                               

                                       No
      change               

                            	
                              Total
      Authorized Amount

                              This
      Change Order

                               

                            	 
      
	
                              Schedule
      of Prices:

                            	
                               Lump
      Sum Fixed
Price

                            


                    

                  

                

              

            

          

        

        
          
            
              
                
                  	
                          WORK/SERVICE
      START DATE:

                        	
                          WORK/SERVICE END
      DATE:

                        	 
      


                

              

            

          

        

        
          
            
              	
                      It
      is hereby understood that, if this Change Order is executed by FPL, the
      Contractor shall implement the above-referenced
      change(s).    If this Change Order is executed by FPL,
      the changes to the Work, Contract Price, time requirements and/or any
      other provisions of the Agreement described in this document are
      considered an amendment to the Agreement.  Except as otherwise
      set forth in this document, the change(s) described in this document do
      not relieve FPL or the Contractor of their responsibilities described in
      the Agreement.  If this Change Order is executed by FPL, this
      document constitutes a full and complete settlement with respect to
      change(s) to the Work, Contract Price, time requirements and/or any other
      provisions of the Agreement described in this document, including the
      settlement of compensation to Contractor, for the change(s) described in
      this document.

                       

                    
	 
      	
                      _____________________________________

                      Project
      Manager

                    


            

          

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	
                                                                                                COST
      HISTORY

                                                                                              	
                                                                                                Primary
      Cause of Change (Check One)

                                                                                              	
                                                                                                SCHEDULE

                                                                                              
	 
      	 
      	 
      
	
                                                                                                Original
      Contract Price

                                                                                              	
                                                                                                $

                                                                                              	 
      	 
      	
                                                                                                Variance
      from Quantity Estimate

                                                                                              	 
      	 
      	
                                                                                                Change
      Does Not Affect

                                                                                              
	
                                                                                                Total
      Previous Changes Auth.

                                                                                              	 
      	 
      	 
      	
                                                                                                Regulatory
      Requirements

                                                                                              	 
      	
                                                                                                Guaranteed
      Provisional

                                                                                              
	
                                                                                                This
      Change (Net Amount)

                                                                                              	 
      	 
      	 
      	
                                                                                                Construction
      Changes

                                                                                              	 
      	
                                                                                                Acceptance
      Date

                                                                                              
	 
      	 
      	
                                                                                                Firm

                                                                                              	 
      	
                                                                                                Estimate

                                                                                              	 
      	 
      	 
      	
                                                                                                Engineering
      Changes

                                                                                              	 
      
	
                                                                                                Total
      Contract Price

                                                                                                (Including this
      change)

                                                                                              	
                                                                                                $

                                                                                              	 
      	 
      	
                                                                                                Other
      Department Requests

                                                                                              	 
      	 
      	
                                                                                                Change
      Wll Affect

                                                                                              
	 
      	 
      	 
      	 
      	
                                                                                                Vendor
      Caused (Identify Back Charges)

                                                                                              	 
      	
                                                                                                Guaranteed
      Provisional

                                                                                              
	
                                                                                                Could
      this CCO Impact Other Contracts?

                                                                                              	 
      	 
      	
                                                                                                Constructability

                                                                                              	 
      	
                                                                                                Acceptance
      Date

                                                                                              
	 
      	 
      	
                                                                                                Yes

                                                                                              	 
      	
                                                                                                No

                                                                                              	 
      	 
      	 
      	
                                                                                                Other
      (Specify)                                      

                                                                                              	 
      
	 	 	 	 	 	 	 	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            
              	 
      
	 
      
	
                      Accepted
      by:

                      ________________________________________

                    	
                      Authorization:

                      FLORIDA
      POWER & LIGHT COMPANY

                    
	 
      


            

          

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Signature:

                                          	 
      	 
      	
                                            Signature:

                                          	 
      	 
      
	
                                            Name
      (Print)

                                          	 
      	 
      	
                                            Name
      (Print)

                                          	 
      	 
      
	
                                            Title
      (Print)

                                          	 
      	 
      	
                                            Title
      (Print)

                                          	 
      	 
      
	
                                            Date:

                                          	 
      	 
      	
                                            Date:

                                          	 
      	 
      
	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

     

    
 

    
      
        	 
      	
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      S

              	
                SPACE
      COAST SOLAR PV PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
T

    


    


    Intentionally
Deleted


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
U – Form of Letter of Credit

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    WELLS
FARGO BANK, N.A.

    TRADE SERVICES DIVISION -
STANDBY LETTER OF CREDIT UNIT

    One Front
Street, 21st Floor, San Francisco, California 94111

    Phone:
(800) 798-2815 Option 1. E-Mail: sftrade@wellsfargo.com

    


    APPENDIX
U

    Form of
Letter of Credit

    


    Florida
Power & Light Company

    700
Universe Blvd

    Juno
Beach, FL

    Attention:
Project General Manager

    


    Re: Irrevocable Standby
Letter of Credit
No.                                                                                     

    


    Gentlemen:

     

    We hereby
establish in your favor this Irrevocable Standby Letter of Credit No. _______
(the “Letter of
Credit”) for the account of SunPower Corporation, Systems, a Delaware
corporation (“Contractor”),
effective immediately and expiring on ***.

     

    We have
been informed by the Applicant, but do not independently verify, that this
Letter of Credit is issued pursuant to the terms of that certain Turnkey
Engineering, Procurement and Construction Agreement for Solar Photovoltaic
Generating Facility dated as of June [__], 2008, between Florida Power &
Light Company, a Florida corporation (“Beneficiary”), and
Contractor, as the same may be amended (the “Agreement”).

     

    1.           Stated Amount. The
amount of funds available for drawing under this Letter of Credit shall be U.S.
$*** (*** United States Dollars) (the “Stated
Amount”).

     

    2.           Drawings. A drawing
hereunder may be made by you on any Business Day on or prior to the date this
Letter of Credit expires by delivering to Wells Fargo Bank, N.A., at any time
during its business hours on such Business Day, at One Front Street 21st Floor,
San Francisco, CA 94111, a copy of this Letter of Credit together with (i) a
Draw Certificate executed by an authorized person substantially in the form of
Attachment A
hereto (the “Draw
Certificate”), appropriately completed and purportedly signed by your
authorized officer and (ii) your draft substantially in the form of Attachment B hereto
(the “Draft”),
appropriately completed and purportedly signed by your authorized
officer.  Partial drawings and multiple presentations may be made
under this Letter of Credit.  Draw Certificates and Drafts under this
Letter of Credit may be sent by overnight delivery or courier to Wells Fargo
Bank, N.A., at its address set forth above Attention: Standby Letter of Credit
Unit. Drawings may also be presented to us via telefacsimile to our
telefacsimile no. (415) 296-8905 (each such drawing, a “Fax Drawing”); provided however that you
confirm our receipt of any Fax Drawing by telephone to our telephone no.
1-800-798-2815 (option 1).  In the event of a presentation by
facsimile transmission, the original of such documents shall be sent to address
set forth in the preceding sentence, as aforesaid, by overnight courier for
receipt by us within one (1) Business Day of the date of such facsimile
transmission.

    


    3.           Time and Method for
Payment. We hereby agree to honor a drawing hereunder made in compliance
with this Letter of Credit by transferring in immediately available funds the
amount

     

     

     

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
        	 
      	
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      PV PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    specified
in the Draft delivered to us in connection with such drawing to such account at
such bank in the United States as you may specify in your Draw
Certificate.  If the Draw Certificate is presented to us at such
address by 10:00 a.m., California time on any Business Day, payment will be made
not later than 3:00 p.m., California time on the next day and if such Draw
Certificate is so presented to us after 10:00 a.m., California time on any
Business Day, payment will be made on the second Business Day. In clarification,
we agree to honor the Draw Certificate upon receipt thereof, without regard to
the truth or falsity of the assertions made therein.

     

    4.           Non-Conforming
Demands. If a demand for payment made by you hereunder does not, in any
instance, conform to the terms and conditions of this Letter of Credit, we shall
give you prompt notice that the demand for payment was not effected in
accordance with the terms and conditions of this Letter of Credit, stating the
reasons therefore and that we will upon your instructions hold any documents at
your disposal or return the same to you. Upon being notified that the demand for
payment was not effected in conformity with this Letter of Credit, you may
correct any such non-conforming demand.

     

    5.           Expiration. This
Letter of Credit shall automatically expire at the close of business on *** or
such earlier date on which we receive a Cancellation Certificate in the form of
Attachment C
hereto purportedly executed by your authorized officer upon which this Letter of
Credit shall be cancelled (the “Expiration
Date”).

     

    6.           Rollover. The Letter
of Credit shall be deemed automatically extended without amendment for one
additional period of one (1) year from the present expiration date, unless at
least sixty (60) Business Days prior to such expiration date we shall notify you
by registered mail or overnight courier at the above address (or such other
address as may be designated by you as contemplated by numbered paragraph 9)
that we elect not to consider this Letter of Credit extended for  such
additional one year period; provided, however, in any event this Letter of
Credit shall expire on ***.

     

    7.           Business Day. As used
herein, “Business
Day” shall mean any day on which commercial banks are not authorized or
required to close in the State of California.

     

    8.           Governing Law. Except
as far as otherwise expressly stated herein, this Letter of Credit is subject to
the International Standby Practices (“ISP98”), except for
Rule 3:14(a), International Chamber of Commerce Publication No. 590. As to
matters not addressed by the ISP98, this Letter of Credit shall be governed by
and construed in accordance with the laws of the State of California and
applicable U.S. federal law.

     

    9.           Notices. All
communications to you in respect of this Letter of Credit shall be in writing
and shall be delivered to the address shown for you herein before or such other
address as may from time to time be designated by you in a written notice to us.
All documents to be presented to us hereunder and all other communications to us
in respect of this Letter of Credit, which other communications shall be in
writing, shall be delivered to the address for us indicated on the signature
page hereof, or such other address as may from time to time be designated by us
in a written notice to you.

     

    10.         Irrevocability. This
Letter of Credit is irrevocable.

     

    11.         Transferability. We
shall not authorize any transfer of this Letter of Credit until a transfer
certificate, substantially in the form of Attachment D hereto,
is completed to our satisfaction and received by us.  All transfer
charges shall be for the account of the Contractor.  This Letter
of

     

     

     

     

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     

    
      
        	 
      	
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    Credit
may not be transferred to any person with whom U.S. persons are prohibited from
doing business under U.S. Foreign Asset Control Regulations or other applicable
U.S. laws and regulations. Transfer of the Letter of Credit may not change the
place of expiration from our above office.

     

    12.         Complete Agreement.
This Letter of Credit sets forth in full our undertaking, and such undertaking
shall not in any way be modified, amended, amplified or limited by reference to
any document, instrument or agreement referred to herein, except for the ISP-98
and Attachments A, B, C, and D hereto and the notices referred to herein and any
such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except as set forth above.

     

    SINCERELY,

     

    WELL
FARGO BANK, N.A.

     

    ______________________

     

    (Authorized
Signature)

     

    


     

     

    
      
        	 
      	
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    ATTACHMENT
A

     

    FORM OF DRAW
CERTIFICATE

     

    


     

    The
undersigned hereby certifies to Wells Fargo Bank N.A. (the “Issuer”), with
reference to Irrevocable Letter of Credit No. ________________ (the “Letter of Credit”)
issued by Issuer in favor of the undersigned (“Beneficiary”)
(capitalized terms used herein and not defined herein shall have the respective
meanings set forth in the Letter of Credit), as follows:

     

    
      	
              (1)

            	
              The
      undersigned is the ____________ of Beneficiary and is duly authorized by
      Beneficiary to execute and deliver this Certificate on behalf of
      Beneficiary.

            


    

     

    
      	
              (2)

            	
              Beneficiary
      hereby makes demand against the Letter of Credit by Beneficiary’s
      presentation of the draft accompanying this Certificate, for payment of
      _______________________ dollars (U.S.$__________), such amount, when
      aggregated together with any amount not drawn down, is not in excess of
      the Stated Amount (as in effect of the date
  hereof).

            


    

     

    
      	
              (3)

            	
              Beneficiary
      is entitled to draw the amount set forth in paragraph 2 hereof
      because:

            


    

     

    [Check
applicable provision(s)]

     

    £           The
conditions for a drawing pursuant to the Agreement have been met.

     

    
      	
               
      

            	
              £

            	
              The
      rating of the outstanding unsecured indebtedness of the bank or trust
      company that issued the Letter of Credit has fallen below a rating of A-,
      as determined by Standard and Poor’s Corporation, or a rating of A-3, as
      determined by Moody’s Investors Services, Inc., and Contractor has failed,
      within ten (10) days after receipt of written notice (copy attached)
      thereof by the Beneficiary to replace such Letter of Credit with another
      Letter of Credit issued by a financial institution acceptable to
      Beneficiary on the same terms as the Letter of Credit being
      replaced.

            


    

     

    
      	
               
      

            	
              £

            	
              The
      Contractor has failed to renew the Letter of Credit within sixty (60)
      Business Days prior to the expiration
thereof.

            


    

    


     

    
      	
              (4)

            	
              You
      are hereby directed to make payment of the requested drawing to: (insert
      wire instructions)

            


    

     

    Beneficiary
Name and Address

     

    
      
        
          
            
              
                	
                        By:

                      	 
      	 
      
	
                        Title:

                      	 
      	 
      
	
                        Date:

                      	 
      	 
      


              

            

          

        

      

    

    
 

    


    


    
      	 
      	
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    ATTACHMENT
B

    


    DRAWING UNDER IRREVOCABLE
LETTER OF CREDIT NO. ------------------

    


    


    Date:

    


    


    


    
      	
              ON:

            	
              If
      the Draw Certificate is presented by 10:00 a.m., California time on any
      Business Day, payment will be made not later than 3:00 p.m., California
      time on the next day and if such Draw Certificate is so presented to us
      after 10:00 a.m., California time on any Business Day, payment will be
      made on the second Business Day.

            


    

    


    


    
      	
              PAY
      TO:

            	
              Florida
      Power & Light Company

            


    

    


    $                                U.S.

    


    


    


    FOR VALUE
RECEIVED AND CHARGE TO THE ACCOUNT OF LETTER OF CREDIT NO.
__________________.

    


    Florida
Power & Light Company

    


    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Title:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Date:

                      	 
      	 
      


              

            

          

        

      

    

    


     

    
 

    
      
        	 
      	
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    ATTACHMENT
C

    


    CANCELLATION
CERTIFICATE

    


    


    Irrevocable
Letter of Credit No. _______________

    


    


    The
undersigned, being authorized by the undersigned (“Beneficiary”), on
behalf of Beneficiary hereby certifies to Wells Fargo Bank N.A. (“Issuer”), with
reference to Irrevocable Letter of Credit No. ______________issued by Issuer to
Beneficiary (the “Letter of Credit”;
capitalized terms used herein and not defined herein shall have the respective
meanings set forth or referenced in the Letter of Credit), that either (i)
thirty (30) days have passed since the expiration of the Warranty Period (as
defined in the Agreement) and Contractor has satisfied all obligations under the
Agreement or (ii) the Agreement has been terminated and Contractor has performed
all obligations and paid all amounts remaining due by Contractor following such
termination.  Pursuant to Section 5 thereof,
the Letter of Credit shall expire upon Issuer’s receipt of this certificate.
Attached hereto is the Letter of Credit marked “Canceled”.

    


    Beneficiary
Name.

    


    


    
      
        
          
            
              
                	
                        By:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Title:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Date:

                      	 
      	 
      


              

            

          

        

      

    

    


     

    
 

    
      
        	 
      	
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      PV PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    ATTACHMENT
D

    TRANSFER
CERTIFICATE

     

    Irrevocable
Letter of Credit No. _____________

     

    The
undersigned Beneficiary hereby certifies to Wells Fargo Bank N.A. (“Issuer”), with
reference to Irrevocable Standby Letter of Credit No. ____________ (the “Letter of Credit”;
capitalized terms used herein and not defined herein shall have the respective
meanings set forth in the Letter of Credit), that for value received Beneficiary
hereby irrevocably transfers to _____________ (the “Transferee”) all
rights of the undersigned under the Letter of Credit, including all rights of
the undersigned to draw under the Letter of Credit and to execute and deliver
drafts and draw certificates with respect hereto.

     

    Beneficiary
hereby certifies that the Transferee has agreed in writing for Contractor’s
benefit to be bound by the provisions set forth herein.

     

    By this
transfer, all rights of Beneficiary under the Letter of Credit are transferred
to Transferee and Transferee shall have sole rights with respect to the Letter
of Credit relating to any amendments thereof and any notices thereunder; and all
references to “Beneficiary” or “Owner” in the Letter of Credit, any drawing
certificate in the form of Attachment A or the other Attachments to the Letter
of Credit shall be deemed to mean the Transferee. All amendments are to be
advised directly to the Transferee without necessity of any consent of or notice
to the undersigned. Simultaneous with delivery of this notice to Issuer, a copy
of this notice is being transmitted to Transferee.

     

    The
Letter of Credit is returned herewith and Issuer is requested to endorse the
transfer on the reverse thereof and forward it with your customary notice of
transfer directly to the Transferee at the following address:

     

    Florida
Power & Light Company

    (or its
permitted transferee in interest)

    


    
      
        
          
            
              
                	
                        By:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Title:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Date:

                      	 
      	 
      


              

            

          

        

      

    

    


    SIGNATURE
GUARANTEED

    The First
Beneficiary’s signature(s) with title(s) conforms with that on file with us and
such is/are authorized for the execution of this instrument.

     

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	 
	
                                          (Name
      of Bank)

                                        	 
      	 
	 
      	 
      	 
	 	 	 
	
                                          (Bank
      Address)

                                        	 
      	 
	 
      	 
      	 
	 	 	 
	
                                          (City,
      State, Zip Code)

                                        	 
      	 
	 
      	 
      	 
	 	 	 
	
                                          (Telephone
      Number)

                                        	 
      	 
	 
      	 
      	 
	 	 	 
	
                                          (Authorized
      Name and Title)

                                        	 
      	 
	 
      	 
      	 
	 	 	 
	
                                          (Authorized
      Signature)

                                        	 
      	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

     

     

    
      
        	 
      	
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      PV PROJECT

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
V – Contractor’s Exclusions

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
V

    


    Contractor’s
Exclusions

    


    


    None.

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    APPENDIX
W

    


    


    Intentionally
Deleted


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    APPENDIX
X

    


    


    Intentionally
Deleted


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
Y –Form of Quality Assurance Programs

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
Z – Form of Safety Plan


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
Z-1 – Safe and Secure Workplace Policy

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
HH – Acceptance Testing

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Florida
PV Projects

    Appendix HH – Acceptance
Testing

    


    ***

    


    


    


    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
II – ***

    


    


    
 

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Appendix
II

     

    ***

     

    


    
 

    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.