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HomeMy WebLinkAboutC14-337 Active Energies LLC AgreementAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND ACTIVE ENERGIES SOLAR, LLC THIS AGREEMENT ("Agreement") is effective as of the �f day of)�1`� , 2014 by and between Active Energies Solar, LLC, a Colorado limited liability company (hereinafter "Contractor" or "Consultant") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). The Contractor and County shall collectively be referred to as the "Parties". RECITALS WHEREAS, County desires to have Contractor cause the design, engineering, permitting, including obtaining available rebates from Holy Cross Energy, procurement, installation and maintenance of solar photovoltaic panels (the "Project") upon the roof of the Eagle River Event Center (the `Building") located at 0794 Fairgrounds Road, Eagle County, Colorado (the "Property"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment and services as defined below in Article 1 hereof, and WHEREAS, Contractor represents to the County that it will work with licensed engineers to design the Project; has the required technical and professional expertise to implement the Project in accordance with the design approved by County; that implementation of the Project will stay within the Contract Price (defined below); and that it will undertake and supervise the Project, as required, to complete the Project; and WHEREAS, Contractor represents to County that it will contract with MEP Engineering, Inc. for the engineering and design (hereinafter "Design Team") to provide the design and engineering services necessary for completion of the Project; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Project. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: Article 1 Services/Work 1.1 County is the owner of the Property. The Project is comprised of a number of steps or phases and Contractor covenants and agrees that it shall be responsible for the various phases of the Work including, but not limited to the following: a. Design and engineering; b. Permitting and approvals from applicable permitting authorities and obtaining interconnect approvals and rebates from Holy Cross Energy; c. Procurement of the materials and equipment; d. Installation in accordance with the design; e. Warranty; and f. Maintenance. Contractor bgrees to diligently procure necessary materials, equipment and/or products ("Equipment") and provide all services, labor, personnel and materials necessary to perform and complete the Project as set forth herein and as described in Exhibit A which is attached hereto and incorporated herein by reference. The Equipment, services and all work necessary to complete the Project shall collectively be referred to 4s the "Services" or "Work". The Work shall be provided and performed in accordance with the provisions and conditions of this Agreement. This Agreement and any exhibits attached hereto and incorporated herein by reference shall be referred to as the "Contract Documents." In the event of any conflict or inconsistency between the terms and conditions set forth in any exhibit and the terms and conditions Set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 1.2 Tho Parties agree that the Work shall also include the following: a. Meeting Attendance: Contractor shall meet regularly with the Eagle County Project Representa ive (defined below) and the Design Team to discuss progress, present material and information and respond to questions regarding the Project. The Contractor will be responsible for submitting o County within five (5) working days of each meeting, the minutes of all meetings during the course of the Project. b. Coordination of Contract Document: Contractor shall prepare and review drawings and specifi ations and shall recommend alternative solutions whenever design details affect constructio installation feasibility or schedule. Further, Contractor shall review plans and specifications with the Dc sign Team and the Eagle County Project Representative so as to eliminate areas of conflict and for coordination, accuracy and completeness of the plans and specifications. c. Permits and Fees: Contractor shall secure all permits and approvals for the Project and shall obtain approvals from and coordinate as necessary with Holy Cross Energy to interconnect and receive $31,500 in rebates, which rebates shall be solely for the benefit of County. Contractor shall pay any required fees and costs associated with obtaining the permits and approvals. d. Staffing and Supervision. Contractor shall supervise and direct the Work, and shall be solely responsible for all design and construction/installation means, methods, techniques, interconnection, operation, maintenance, performance, sequences and procedures and shall coordinate all portions of the Work under this Agreement. The Contractor shall inspect the Work of the subcontractors or sub -consultants at all stages and at final completion and shall guard County against defects and deficiencies in the Work. Contractor shall be responsible to County for the acts and omissions of Contractor's employees, subcontractors, sub -consultants, agents, and any other persons performing any of the Work or furnishing materials or Equipment under a contract with the Contractor, including the acts and omissions of the Design Team. e. Safety. The Contractor shall be responsible for the safety of persons and property and for compliance with all federal, state and local statutes and regulations applicable to the Work. f. Design and Engineering. Contractor shall complete 50% design and engineering for the Project no later than August 26, 2014 or three business days after execution of this Agreement, whichever is later. The 50% design must be approved in writing by the Eagle County Project Manager and Eagle County before moving forward to complete 100% design. Final design must be achieved no later than August 31, 2014 or ten business days after the County's written approval of the 50% design, whichever is later, and be approved in writing by the Eagle County Project Manager and Eagle County prior to construction, procurement and installation may commence. If the design is rejected by County for failing to comply with County requirements, then Contractor, without additional cost to County, shall modify the design to comply. g. Procurement, Installation and Construction. Contractor shall carry out and develop the overall plans produced by the Design Team and that have been approved in writing by the Eagle County Project Representative; establish procedures for coordination with the Design Team and other sub -consultants or subcontractors with respect to all aspects of the Work and implement such procedures. h. Equipment. Contractor may coordinate delivery and storage of the Equipment at the Property with the Eagle County Facilities Department. Contractor shall ensure that storage of the Equipment is secure and does not interfere with day to day operations of the Building and events planned at the Building and Property. Further, notwithstanding such storage at the Property, Contractor shall be solely responsible for any risk of loss associated with the Equipment prior to its installation and acceptance by County as set forth herein. County shall have the right to review, approve and inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County's request and at no charge to County: i. take the Equipment back; ii. exchange the Equipment; or iii. repair the Equipment. Contractor shall deliver, handle, store and install the Equipment in accordance with manufacturers' instructions so as not to void any warranty. i. Maintenance of Site and Work. Contractor shall keepthe remises and surrounding p g area free from accumulation of debris and trash related to the Work. Contractor shall be solely responsible for the protection of the Work. Contractor shall have no claim against the County because of any damage or loss to the Work (except that caused by negligence of County or those for whom County is responsible), and shall be responsible for the complete restoration of damaged Work to its original condition. j. Web -based Computer Monitoring. County or preferred third party contractor will install web -eased power output monitoring system(s). Contractor agrees to allow access to system output through date -logging equipment as desired by County. Article 2 Project Representatives 2.1 Ad m Palmer, Environmental Policy Planner shall be Eagle County's Project Representative and shall be Co tractor's contact with respect to this Agreement. 2.2 Jason Weingast shall be Contractor's Project Representative and shall be County's contact with respect to this Agreement. 2.3 Neither County's nor Contractor's representative shall be changed with less than ten (10) days prior writteth notice to the other party. Article 3 Schedule/Milestones and Term of the Agreement 3.1 This Agreement shall commence upon the date first written above and be substantially complete as set forth in paragraph 7.1 no later than November 15, 2014 ("Contract Time") unless earlier terminated as set forth herein or extended with written approval of County. 3.2 Wi Ihin three (3) days of executing this Agreement, the Contractor shall prepare and submit a design and construction schedule for the Work which shall provide for the expeditious and practicable execution o� the Work and shall be in a form and content acceptable to County. The schedule shall include re4stic activity sequences and durations for design, any associated approvals, delivery of Equipment 'With long lead-time procurement, installation and interconnection. The schedule shall be consistent With the schedule set forth in Exhibit A and shall not modify the date for completion of the design and engineering set forth in paragraph 1.2 f above and shall not exceed time limits for final completion set forth in this Agreement. Contractor agrees to furnish the Services in accordance with the schedule ax)d Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. 3.3 Cootractor shall employ additional labor, services and supervision, including such extra shifts and over time, as may be necessary to maintain and to achieve final payment in accordance with this 4 Agreement on or before November 15, 2014, all without an increase in the Contract Price (defined below). 3.4 Maintenance and warranty requirements set forth in this Agreement shall commence upon final acceptance of the Work and shall continue thereafter as set forth in this Agreement. 3.5 Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 3.6 At all times during the performance of the Work, Contractor shall coordinate with County to ensure that the Work does not conflict with or interrupt existing operations (i.e. utility services) and access by the public to the Eagle River Event Center for events. All Work at the Property shall be scheduled to avoid any conflict or interruption and shall be coordinated in writing with County at least ten (10) days before any Work is to occur. 3.7 Contractor shall promptly apply for and complete the Work so as to maintain County's reservation for Project rebates in the amount of $37,500 from Holy Cross Energy. In the event Contractor fails to meet the schedule or requirements established by Holy Cross Energy for receipt of rebates, then Contractor shall re -apply for such rebates on behalf of County. If at the time of re-application, rebates are no longer available or the amount available has been reduced, the Contractor's compensation hereunder shall be reduced by an amount representing the difference between the amount of the original rebate and actual rebate actually provided to County, if any. Notwithstanding the foregoing, Contractor shall not be responsible for failing to obtain a rebate in the event the delay is caused solely by County, and shall not have the designated adjustment in compensation. 3.8 Contractor shall complete the Work in a manner which does not conflict with, damage, harm or diminish the structural, architectural, mechanical and electrical integrity of the existing Building. Further, Contractor shall not invalidate any existing warranty for the Building and any of its components including the roof as set forth in paragraph 13.2 hereof. Article 4 Extension or Modification 4.1 This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 4.2 Th Contract Time may be changed only by a change order or written amendment to the Agreement signed by both Parties. No change to the Contract Time shall be valid unless so ordered. Article 5 Contract Price 5.1 Coi4nty shall pay Contractor for the Work in a sum computed and payable as set forth in Exhibit A. The Work under this Agreement shall be a stipulated and fixed sum of One hundred sixty-five thousand nine hundred fifteen dollars ($165,915) ("Contract Price"). Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 5.2 CoOty has appropriated funds for this Project in a sum equal to or in excess of the Contract Price. 5.3 Pursuant to the provisions of §24-91-103.6, C.R.S., and notwithstanding anything to the Contrar� contained elsewhere in this Agreement, no change order or other form of order or directive by County, and no amendment to this Agreement, requiring additional compensable work to be performed which work or services causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement, shall be of any force or effect unless accompanied by a written assurance by County that lawful appropriations to cover the costs of the additional work or Services have been made or unless such work is covered under a remedy -granting provision in the Agreement. 5.4 Ea*le County is a governmental entity and all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. Specifically, notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to Contractor in respect of any period after December 31 of each calendar year during the germ of this Agreement, without an appropriation therefore by the County in accordance with a budget ado0ed by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 6f the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29-1-101 et. seq.), and t e TABOR Amendment (Constitution, Article X, Sec. 20). Article 6 Payment Procedures 6.1 Corttractor shall submit applications for payment. Applications for payment will be processed as set forth herein. 6.2 County shall make monthly progress payments on account of the Contract Price and as provided in the Contract Documents. All progress payments will be on the basis of the progress of the Work. County shall have the right to request and inspect supporting documentation for progress payments, including but not limited to receipts and invoices evidencing payments of charges associated with the Work. a. The period covered by each application for payment shall be one calendar month beginning on the first of each month and ending on the last day of the month. b. Each application for payment shall be based upon the unit prices, if any, percentage of completion, and Contract Price and otherwise in accordance with the Contract Documents. Each application for payment shall show actual quantities incorporated into the Project for each portion of the Work as of the end of the period covered by such application for payment. c. Prior to completion, County shall authorize partial payments at the end of each calendar month or as soon thereafter as practicable if Contractor is satisfactorily performing the Agreement. d. Progress payments will be in an amount equal to: 95% of the Work completed. The withheld percentage of the Contract Price shall be retained until the Agreement is completed satisfactorily and finally accepted by the public entity. e. Progress payments and retained funds shall occur in compliance with this Agreement and C.R.S. §24-91-103. f. In taking action. on Contractor's applications for payment, County shall be entitled to rely on the accuracy and completeness of the information furnished by Contractor and shall not be deemed to represent that (i) County has made a detailed examination, audit or arithmetic verification of the documentation submitted by Contractor; (ii) County has made exhaustive or continuous on-site inspections of the Work; or (iii) County has made examination to ascertain how or for what purposes Contractor has used amounts previously paid on the Contract Price. g. At least ten (10) days before each progress payment falls due (but not more often than once a month), Contractor shall submit to County for review an application for payment filled out and signed by Contractor covering the Work completed as of the date of the application, and accompanied by such supporting documentation as is required by this Agreement, and also as County may reasonably require. If payment is requested on the basis of Equipment not incorporated in the Work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to County, as will establish County's title to the Equipment, and protect County's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. h. County will, within ten (10) days after receipt of each application for payment, either indicate in writing a recommendation of payment or return the application to Contractor indicating in writing the reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. 6.3 Upon final completion and acceptance in accordance with this Agreement, County shall pay the 7 remainder of the Contract Price. The final payment shall not be made until after final settlement of this Agreement as been duly advertised at least ten (10) days prior to such final payment by publication of notice there Df at least twice in a public newspaper of general circulation published in Eagle County, and the Board o F County Commissioners has held a public hearing thereon and complied with C.R.S. §38-26- 107. Final payment shall be made in accordance with the requirements of the aforesaid statute. County shall make final settlement in accordance with C.R.S. 38-26-107 within sixty days after the Agreement is completed satisfactorily and finally accepted by County. a. After Contractor has completed any corrections or Work identified for completion as part of substantial completion (see paragraph 7.1) to the satisfaction of County, and delivered all maintenance and operati*g instructions, schedules, guarantees, bonds, certificates of inspection, marked -up record documents, land other documents, all as required by the Contract Documents, Contractor may make application for final payment following the procedure for progress payments. The final application for payment sholl be accompanied by all documentation called for in the Contract Documents, and such other data and schedules as County may reasonably require. Payment shall be processed in accordance with C.R.S. 24-911-103 and C.R.S. 38-26-107. Notwithstanding the foregoing, Contractor will provide complete and legally effective lien releases or waivers satisfactory to County. In lieu thereof, and as approved by County, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the Work, for which County or its property might in any way be responsible, have been paid or otherwise satisfied; and consent of toe surety, if any, to final payment. If any subcontractor, sub -consultant, manufacturer, fabricator, Supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to County to indemnify County. review: b. Before County may advertise for final payment, Contractor shall deliver to County for i. All guaranties and warranties; ii. A letter confirming that sales tax from the County is exempt have not been paid; iii. One (1) complete bound set of required operations and maintenance manuals and instructions, if any; iv. One (1) set of as -built drawings; v. To the extent not already furnished, one copy of all corrected Shop Drawings; vi. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the Work have been paid or otherwise satisfied; vii. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, material, men, supplier, manufacturer and dealer for all labor, equipment and material used of furnished by each on the Work; viii. Any other documents required to be furnished by the Contract Documents. 9 Upon completion of the foregoing, Contractor's settlement shall be advertised in accordance with Colorado law. On the date of final settlement thus advertised, and after Contractor has submitted a written notice that no claims have been filed, final payment and settlement shall be made in full. 6.4 County may withhold payments due to Contractor, to such an extent as may be necessary to protect County from loss, because of defective work or material not remedied or the failure of Contractor to carry out the Work in accordance with this Agreement. 6.5 Work is occurring on land and property owned by Eagle County. The Contractor acknowledges and agrees that payment shall be made in accordance with C.R.S. 24-91-103 and C.R.S. 38-26-107 and notwithstanding anything to the contrary herein hereby waives it right to lien the property. Contractor shall include the language of this paragraph 6.5 in any subcontracts for the Project. 6.6 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6.7 County may refuse to pay the whole, or any part of any payment if, to such extent as may be necessary to protect County from loss because: the Work is defective, or completed Work has been damaged requiring correction or replacement; ii. written claims have been made against County, or liens have been filed in connection with the Work; iii. the Contract Price has been reduced because of modifications to the scope of Work; iv. County has been required to correct defective Work, or complete the Work in accordance with paragraph 7.3; V. of Contractor's unsatisfactory prosecution of the Work in accordance with the Agreement; or vi. Contractor's failure to make payment to subcontractors, sub -consultants or for labor, materials, or equipment. 6.8 Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither payment of any progress or final payment by County, nor the issuance of a certificate of substantial completion under the Contract Documents, nor any use or occupancy of the Work or any part thereof by County, nor any act of acceptance by County, nor any failure to do so, nor any correction of defective Work by County shall constitute an acceptance of Work not in accordance with the Contract documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents. 6.9 The making and acceptance of final payment shall constitute a waiver of all claims by County against Contractor, except claims arising from: a. unsettled claims or liens; b. faulty or defective Work appearing after final inspection pursuant to paragraph 7.2; or c. from failure to comply with the Contract Documents or the terms of any special guarantees specified therein; d. however, it shall not constitute a waiver by County of any rights in respect of Contractor' continuing obligations under the Contract Documents; and e. a waiver of all claims by Contractor against County other than those previously made in writing and still unsettled. Article 7 Substantial Completion and Final Inspection 7.1 When Contractor considers the entire Work ready for its intended use, Contractor shall, in writing to County, dertify that the entire Work is substantially complete. Within a reasonable time thereafter, County and Contractor shall make an inspection of the Work to determine the status of completion. If County does not consider the Work substantially complete, County will notify Contractor in writing giving its repsons therefor. If County considers the Work substantially complete, County will prepare a certificate oe substantial completion which shall fix the date of substantial completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. 7.2 Upon written notice from Contractor that the Work is complete and items to be corrected or completed before final payment have occurred, County and Contractor will make a final inspection, and County will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. If, the County is satisfied that the Work is complete, Contractor may process an application for final payment. 7.3 Contractor shall promptly correct Work rejected by County as failing to conform to the Agreement �nd Contractor shall bear the cost of correcting such rejected Work. If Contractor defaults or neglects to arry out the Work in accordance with this Agreement and fails within a seven (7) day period after receip of written notice from the County to correct such default or neglect with diligence and promptness the County may, without prejudice to other remedies, correct such deficiencies and Contractor hall be responsible for the cost of such correction. Article 8 Sub -Contractors and Subcontractors 8.1 Co*tractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub -consultant or subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, $hall be assigned to the Project. Contractor shall require each sub -consultant or subcontractor, 10 as approved by County and to the extent of the Services to be performed by the sub -consultant or subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -consultant or subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub - consultants or subcontractors. Nothing contained in the Contract Documents shall be deemed to create any contractual relationship between any subcontractor, sub -consultant of any tier and County. Article 9 Insurance, Indemnification and Bonds 9.1 Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the Agreement, whether such operations be by himself, or by any sub -consultant or subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. (b) Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; (c) Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; (d) Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom; (e) Overhead fall protection to protect the public in the vicinity of the project shall be provided either separately or through a general liability or other policy satisfactory to County; (f) Insurance covering claims for damages to persons or property shall be in the following minimum amounts: 11 Bodily Injury Liability: Each Person: Each Accident or Occurrence: Property Damage Liability: Each Accident or Occurrence: Aggregate: Product and completed Operations Each Occurrence: Aggregate: Employer Liability and Occupational Disease Any one Fire $1,000,000 $2,000,000 $1,000,000 $2,000,000 $1,000,000 $2,000,000 $1,000,000 $ 100,000 iv. Contractor's Liability Insurance issued to and covering the liability for damage imposed by law upon the Contractor and each subcontractor or sub -consultant with respect to all work performed by them under the Agreement. V. The Contractor shall in addition, and in the amounts required, obtain Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the County with respect to all operations under the Agreement by the Contractor or his subcontractors or sub -consultants, including omissions and supervisory acts by the County. vi. Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Contractor and each sub -consultant or subcontractor with respect to all work underilie Agreement performed for the Contractor by sub -consultants and subcontractors. vii. Completed Operations Liability Insurance issued to and covering the liability for damages i posed by law upon the Contractor and each sub -consultant or subcontractor arising between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the work performed ley each. viii. Contractor or its licensed professionals (structural engineers and the like) shall maintain p fessional liability insurance with prior acts coverage for all Work required hereunder, in a form and ith an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Contractor or its licensed professionals will warrant that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Work and Project and during any corrective work. b. Contractor shall provide such other insurance as Holy Cross Energy may require of third pa ies performing work in connecting the panels to Holy Cross Energy equipment and/or 9.2 Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees,agents and volunteers as additional insureds. 12 ii. Contractor's certificates of insurance shall include subcontractors and sub - consultants as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub -consultant or subcontractor. All coverage(s) for subcontractors and sub -consultants shall be subject to the same minimum requirements identified above. Contractor and sub -consultants and subcontractors, if any, shall maintain the foregoing coverage in effect until the Work is completed and at all times thereafter when Contractor may be correcting, removing or replacing defective work or performing maintenance. In addition, all such policies shall be kept in force by Contractor and its sub -consultants and subcontractors until the applicable statute of limitations for the Project and the Work has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A -VII. iv. Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Contractor's broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The Parties hereto understand and agree that the County is relying on, and does 13 not waive o 7 intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is (provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 9.3 To the fullest extent permitted by law, Contractor shall indemnify and hold harmless County, and its officials agents and employees, from and against all claims, damages, liabilities, losses, and expenses including, but not limited to, attorney's fees and costs arising out of, or resulting from, the performance or non-perforrirance of the Work, and including, but not limited to, claims, damages, liabilities, losses, or expenses attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including the loss of use resulting therefrom or is caused, in whole or in part, by any negligent act or omis�ion of Contractor, any subcontractor, sub -consultant, anyone directly or indirectly employed by any of t�rem, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Nothing in the contract shall be interpreted that the County waves its sovereign immunity granted under Colorado Governmental Immunity Act or other applicable low. 9.4 Cottractor shall deliver to the County the bonds required by the Contract Documents with the executed Contract Documents and before starting Work. Notwithstanding anything to the contrary contained iiO the Contract Documents, County shall have no liability or obligation hereunder unless and until the bonds have been so delivered. 9.5 Co tractor shall furnish performance and payment bonds, each in an amount at least equal to one hundred pe cent of the Contract Price as security for the faithful performance and payment of all Contractor's obligations under the Contract Documents. These bonds shall remain in effect at least until final paym 'nt as set forth in Contract Documents and any final claims are satisfied. Contractor shall also furnish othor bonds as are required by the Contract Documents. All bonds shall be in the forms prescribed y the Contract Documents, and be executed by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies ' as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury D partment. All bonds signed by an agent must be accompanied by a certified copy of the authority tc act. The bonds shall be conditioned upon the faithful performance of the Contract Documents and, in addition, shall provide that, if the Contractor or his or her subcontractor or sub - consultant ails to duly pay for any labor, materials, team hire, sustenance, provisions, provender, or other supplies us d or consumed by Contractor or his or her subcontractors or sub -consultants in the performanc of the Work contracted to be done or fails to pay any person who supplies laborers, rental machinery, tools, or equipment, all amounts due as the result of the use of such laborers, machinery, tools or equipment in the prosecution of the Work, the surety will pay the same in an amount not exceeding the sum specifi0 in the bond together with interest at the rate of eight percent per annum. Further, bonds shall be conditioned such that Contractor shall at all times promptly make payments of all amounts lawfully d* to all persons supplying or furnishing such person .or such person's subcontractors with labor, laboters, materials, rental machinery, tools, or equipment used or performed in the prosecution of the Work and Contractor shall indemnify and save County harmless to the extent of any payments in 14 connection with the carrying out the Contract which County may be required to make under the law. Subcontractors, sub -consultants, material men, mechanics, suppliers of rental equipment, and others may have a right of action for amounts lawfully due them from the Contractor or subcontractor directly against the principal and surety of such bond. If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) of paragraph 9.5, Contractor shall within five (5) days thereafter substitute another bond and surety, both of which shall be acceptable to County. Article 10 Ownership of Documents 10.1 All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all manuals, warranties, operating guides, reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor (including any employee, subcontractor or sub -consultant in connection with the performance of the Services and additional services under this Agreement). Article 11 Notice 11.1 Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Adam Palmer, Environmental Policy planner 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8734 Facsimile: 970-328-7185 E -Mail: adam.palmer@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway 15 Post Office Box 850 Eagle, Co 81631 Telephone: 70-328-8685 Facsimile: 70-328-8699 E -Mail: att neaalecountv.us CONTRACTOR: Active Ene#gies Solar, LLC Attention: Cason Weingast, Vice President Post OfficePox 7627 Avon, CO $ 1620 Telephone:! 970-306-4233 Facsimile: 866-403 -348 5 E -Mail: Jasongactiveenergies.com Article 12 Coordination 12.1 Cottractor acknowledges that the development and processing of the Services for the Project may require close coordination between various Contractors and contractors. Contractor shall coordinate the Services re4uired hereunder with the other Contractors and contractors that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other Contractors or contractorsi in writing, of any changes or revisions to Contractor's work product that might affect the work of otlJers providing services for the Project and concurrently provide County with a copy of such notification. Contractor shall not knowingly cause other Contractors or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. Article 13 Warranty 13.1 Contractor warrants and guarantees that title to all Work, and Equipment covered by any application for payment, whether incorporated in the Project or not, will pass to County at the time of payment free and clear of all liens, claims, security interests, and encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed aro County has inspected and approved the same. 13.E The Parties acknowledge and agree that the Work is occurring on an existing Building and that Cokntractor shall be solely responsible for ensuring that its design and installation or any Work performed �y it does not invalidate, void or diminish any existing warranty for the Building including any warranty on the roof for the Eagle River Event Center building. In the event any warranty is invalidated, voided or diminished due to any act or omission of the Contractor, its employees, agents, sub -consultants, subcontractors or anyone working on its behalf, then Contractor shall be solely responsible for any claim, 16 damage, liability that would have otherwise been covered by such warranty during the remaining term of such warranty. 13.3 Contractor warrants and guarantees to County that all Work will be in accordance with this Agreement and will not be defective. Prompt notice of all defects shall be given to Contractor. Contractor warrants to County that (i) Equipment furnished under the Contract Documents shall be of highest quality and new unless otherwise required or permitted by the Contract Documents; (ii) the Work shall be free from defects and deficiencies; (iii) the Work shall conform to the requirements of the Contract Documents, applicable laws and applicable permits; and (iv) the Work shall be performed in a good and workman like manner. 13.4 If, within ten (10) years after the date of final acceptance, or such longer period of time as may be prescribed by law, or by the terms of any applicable special guarantee required by the Contract Documents, or by any other specific provision of the Contract Documents, any Work is found to be defective, Contractor shall promptly, without cost to County, and in accordance with County's written instructions, either correct such defective Work, or, if it has been rejected by County, remove it from the site, and replace it with non -defective Work. Contractor shall correct or repair damage to any other work or property caused by such defects or the repairing of such defects. If Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, County may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. This obligation shall survive both final payment for the Work or designated portion thereof and termination of this Agreement. 13.5 All guarantees and warranties of Equipment furnished to Contractor or any sub - consultant or subcontractor by any manufacturer or supplier are for the benefit of County. Contractor shall be responsible for assisting County with proactively processing any warranty claims with the manufacturer of the Equipment during the life of the Equipment warranty and without cost to County. a. Solar panels include a ten (10) year warranty on installation and workmanship performed by Contractor as set forth in paragraphs 13.3 and 13.4 above and a twenty-five (25) year manufacturer's warranty on the Equipment which is guaranteed at eighty (80%) percent power output. The details of the twenty-five year manufacturer's guarantee is set forth in Exhibit C. c. Inverters include a ten (10) year warranty on installation and workmanship performed by Contractor as set forth in paragraphs 13.3 and 13.4 above and a twenty (20) year extended manufacturer's warranty on the Equipment, the details of which are set forth in Exhibit D. 13.6 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Contractor in law or in equity. The provisions of this Article 13 shall survive termination or expiration of this Agreement. 17 Article 14 Maintenance 14.1 For a period of ten (10) years from the date of final acceptance, Contractor shall provide complementary maintenance of the Work. Maintenance shall include a yearly site inspection of system components, continual monitoring of online power output information as provided by County or designated third party, to proactively identify any problems and responses within three (3) business days to any maintenance issue requiring attention. Snow removal, damage as the result of alterations to the Equipment for building by a third party shall not be the responsibility of Contractor. Article 15 Termination 15.1 Co my may terminate this Agreement, in whole or in part, at any time and for any reason, with or without ca se, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor.l, Upon receipt of such notice, and except as otherwise directed by County, Contractor shall in good faith, and to the best of its ability, do all things necessary in light of such notice to assure the efficient and proper closeout of the Work including, but not limited to, a. stop the Work on the date and to the extent specified in the notice; b. place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work not terminated; c. terminate all orders and subcontracts to the extent they relate to the performance of Work terminated. Upon termi)iation of this Agreement, Contractor shall immediately provide County with all documents as defined in �rticle 10 hereof, in such format as County shall direct and shall return all County owned materials a*d documents. County shall pay Contractor for Services satisfactorily performed to the date of terminatiol. Contractor shall be solely responsible to pay any associated equipment return / restocking fees associ4ted with termination. Article 16 Venue, Jurisdiction and Applicable Law 16.1 Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigat on. This Agreement shall be construed and interpreted under and shall be governed by the laws of the lState of Colorado. Article 17 Other Contract Requirements 17.1 Contractor shall be responsible for completeness and accuracy of the Work and shall correct, at its sole ex*nse, all significant errors and omissions in performance of the Work. The fact that the County has accepted or approved the Work shall not relieve Contractor of any of its responsibilities. 18 Contractor shall perform the Work in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Work and shall comply with the highest standards of customer service to the public. This paragraph shall survive termination of this Agreement. 17.2 Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. 17.3 This Agreement constitutes an agreement for performance of the Work by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. 17.4 Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. 17.5 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 17.6 Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 17.7 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 17.8 No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. 17.9 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 17.10 Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor may be subj ect to financial audit county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Contractor. Contractor shall fully cooperate during such audit or inspections. 17.11 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The 19 Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 17.12 Tho Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under pena*y of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective doe of this Agreement. 17.13 Tho intent of this Agreement and any exhibits is to include all items reasonably necessary for the proper execution and completion of the Services. This Agreement and any exhibits are complementary and what is required by any one shall be binding as if required by all. Based on Contractor's careful review oft e Agreement and exhibits, Contractor acknowledges that the Agreement and exhibits require the construOtion of a completed Project in accordance with the terms hereof. 17.14 Contractor shall perform all Services required by this Agreement or reasonably inferable therefrom, for the complete construction and installation of the Project. 17.15 Irl order to induce County to enter into this Agreement, Contractor makes the following representation: a. Contractor has familiarized himself with the intended purpose and use of the Equipment, nature and Oxtent of the Contract Documents, Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performnn& of the Work. b Contractor has made, or caused to be made, examinations, investigations, and tests and studies'of such reports and related data as he deems necessary for the performance of the Work at the Contract Nce, within the Contract Time, and in accordance with other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by Contractor for such purposes. c, Contractor has correlated the results of all such observations, examinations, investigatic{ns, tests, reports, and data with the terms and conditions of the Contract Documents. d} Contractor has given County written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by County is acceptable o Contractor. e� Contractor represents and warrants that it holds a license, permit or other special license, as fequired by law, to perform the Work required under the Contract Documents and shall keep and maintain such licenses, permits and special licenses in good standing and in full force and effect at all times while Contractor is performing the Work under the Contract Documents. 17.16 Colorado labor shall be employed to perform the Work to the extent of not less than eighty (80%) percent for each type or class of labor. For purposes of this provision "Colorado labor" means any person who is a resident of the state of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age or religion. 20 17.17 The Contractor and its sub -consultants or subcontractors will not discriminate against any applicant or employee or because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability or age. Article 18 Prohibitions on Government Contracts 18.1 As used in this Article 18, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: http://www:dhs.gov/xpreyprot/programs/gc_118 5221678150. shtm C. Contractor shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop 21 employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority esjablished in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor hall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 22 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Atte IM COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS I)& rw/� - n, Chairman PP -.o TC.N-- S --aAa � . T=t S 1-1� Teak J. Simonton, Clerk to the Board t ,> , y; CONTRAOR: Active Energies Solar, LLC By: Print Name:p . I Title: Vice— - C (d6i d,-,4 State of tbb-) )ss. County of ) The foregoing instrument was acknowledged before me this `f day of (,(q , 2014 by �C(SDn (i(JQ, Q46S� ,as �/l�,P r(SIC�Ln�{ of Active Energies Solar, C. jNar3y P blic My commission expires: JENNIFER L. Voss NOTARY PUBLIC STATE OF COLORADO "�Y Gommisson Expires Nov. 26. 2018 23 Proposed System Options and Costs The following quotation is for the design and installation of a roof mounted, grid -tied, photovoltaic (PV) system to be located on the south facing roof of the Eagle River Center building at 0794 Fairgrounds Road, Eagle, CO 81631. SystemSize: 77.28kW Estimated Production: 103,245kWh/year (based on PV Watts/ not including shading) Systemlayout: Panels maybe placed anywhere on the south facing roof including the upper section; as desired by County staff. The below example shows all panels in the landscape orientation, mounted flush to main south facing roof section. The layout below is not to scale and does not show existing roof penetrations. Panels will be Equipm�nt: Panels: 276 Solar World 280 mono USA made solar panels (280watts) $85,317 10yr limited product warranty and 25yr limited performance guarantee (spec sheet to follow) Inverter: 1 Solectria PVI 75kW, Standard 5 year warranty (spec sheet to follow) $28,152 Inverter Additional 15yr Warranty $6,525 Mounting Equipment: S-5 PV mounting clamps $8,184 Balance of System —Wiring, bolts, boxes, disconnects, concrete pad $11,307 Labor: Design and Installation $19,680 Electrician — Contracted $2,000 Structural/Electrical Professional Engineering $1,500 50% Performance Bond $2,250 Permit $1,000 Complete System Cost $165,915 Holy Cro js Rebate* -$37,500 Net Cos $128,415 ACTIVE P.O. Box 7627, Avon, CO 81620 1 P: 970.306.4233 1 F: 866.403.3485 1 www.activeenergies.com ENERGIES SOLA R. .. Scope of Services Edwards Residence IN Scope of Services Approach to Scope of Work Jason Weingast will serve as the main point of contact for contracting, coordination, execution, deliverables, and warranty. Upon award, Mr. Weingast would being working directly with County staff, Holy Cross Energy, and other stakeholders to ensure all designs and plans comply with stakeholder requirements. Mr. Weingast will provide a seamless interaction for all project -related activities. The Eagle River Center photovoltaic installation would be treated 4th the expert eye and outstanding service that all Active Energies customers receive. Systjem Installation Activl Energies will provide all materials and PV installation as detailed in the option chosen for a fully func oning, code compliant photovoltaic installation on the existing building. • II systems are designed to handle 90 mile per hour winds, 3 second bursts, and a snow load of 40 pounds erfoot. •Necessary structural analysis will be provided by a Colorado licensed structural engineer demonstrating tructural load capacity requirements, coordination with snow cleats and other snow shedding management devices, and attachment design and equipment details which preserve the integrity, function, nd any warranties existing at the Eagle River Center to the satisfaction of Eagle County prior to finalization f agreements or commencement of construction. •I Jecessary electrical designs will be provided by a Colorado licensed electrical engineer to the satisfaction f Eagle County prior to finalization of agreements or commencement of construction • �ctive Energies agrees to participate in any land use zoning or special use processes and provide technical ijnformation and details as necessary. Incloded in Installation: • *II licensing, permitting, inspections, supply, installation labor, engineering and commissioning. • �II wiring routing and location of processors on site with the Eagle River Center. • All AC and DC disconnects provided per code. • All licensing and inspections to provide legal interconnection to the grid. • ,A detailed system line diagram showing panels, wiring, disconnects and other equipment. • A placard near the meter stating "Photovoltaic System Connected" meeting Holy Cross standards. • Orocessing all paperwork and forms needed for the Holy Cross application for the Holy Cross rebate or any bdditional applicable rebate programs. • NABCEP certified installer as required for DC work. • Al licensed state Master electrician as required for AC work. • installation per NEC, all applicable building code, and NABCEP best practice standards and shall be inspected y respective jurisdictions and by the State electrical inspector. • ontractor's license, as required. • II system documentation including permitting, invoices, instructions and warranty information. Detailed aterial specifications and warranty information are available in Appendix B. •)n -site training session for owners and operators with full system monitoring, operations and maintenance ocumentation. • n -site maintenance as necessary per our maintenance policy below. • ritten report detailing the maintenance procedures and schedule to maintain the equipment in peak perating condition to maximize power production. • clean work site that is free of trash, excess or waste materials and debris at all times and prompt removal f such items. Removal of all materials as directed by the Owner or Owner Representative upon project Impletion. • ,adherence to all work hour requirements. • Service requests during warranty period within one week of initial contact. ACTIVE. P.O. Box 7627, Avon, CO 81620 1 P: 970.306.4233 1 F: 866.403.3485 1 www.activeenergies.comNERG- IES SOLAR.,. JVVFJC; U1 JCI VI{.C, Deliverables to Eagle County The following deliverables to Eagle County are anticipated as part of the Scope of Work. • Contracting Package o Insurance documentation from Active Energies Solar, LLC, meeting at least the minimum requirements as set forth by Eagle County. o Electrical contractor and master electrician licensing information. • Design Package o Structural analysis from structural engineer licensed in the State of Colorado. o Electrical plans from electrical engineer licensed in the State of Colorado. o One -line diagrams, detailed designs, and full permitting package. o Drawings of intended system installation locations and layout. • Construction Package o Weekly site status updates. o Documentation showing completion of all applicable inspections, including municipality and Holy Cross Energy. o Operations and Maintenance Manual including equipment manuals, operations guides, and warranty information. Warranty Active Energies Workmanship Warranty As the installer of the system, Active Energies Solar, LLC provides a 10 -year workmanship warranty on all aspects of workmanship of the system. Equipment Warranties Warranties on equipment and components are held by the manufacturers of said equipment. Active Energies works proactively as a representative of the system owner for swift and complete warranty claims with the manufacturers, when necessary. The warranties on the main system equipment and components are as follows: Solar Panels — 10 -year workmanship warranty, 25 -year power output warranty — guaranteed at 80% power output. Inverters -20 year Extended Limited Warranty Additional information on equipment warranties and specifications can be found in Appendices C & D. P.O. Box 7627, Avon, CO 81620 1 P: 970.306.4233 1 F: 866.403.3485 1 www.activeenergies.com Ac-rivri 7 E L�ii�Cii17� S SOLA 12, LLC Scope of Services Maintenance fictive Energies provides complementary maintenance and service for the first 10 years following system installation. This service includes a yearly site inspection of system components, continual monitoring of gnline power output information to proactively identify any problems, and responses within 3 business days to any maintenance issues requiring attention. Regular included maintenance by Active Energies does riot include snow removal or work necessary to remedy damage or alterations made to the system or building by another party. ACTIVE P.O. Box 7627, Avon, CO 81620 1 P: 970.306.4233 1 F: 866.403.3485 1 www.activeenergies.com ENERCIIES SOLAR— Schedule: • Work Plan o Equipment Availability ■ Major equipment will be arranged to be shipped to the project site in accordance with the mutually agreed upon delivery dates. ■ Balance of system components including conduit, wiring, breakers and disconnects are in stock at supplier and can be shipped to the project site in accordance with the mutually agreed upon delivery dates. o Proposed Construction Methods ■ Per the design and submittals, Active Energies Solar plans to utilize S5 mounting clips to mount the solar array to the roof of the Eagle River Center building. ■ Electric Metallic Tubing (EMT) will be used to connect the three combiner boxes at the array to inverter and will be exposed. ■ The inverter will be mounted on a new concrete pad adjacent to the existing meter with two new pipe bollards ■ Conduit will be used to connect the inverter to the main electrical distribution panel located in the electrical room through a new penetration in the exterior. o Rebate reservation and permitting schedule ■ A rebate reservation has already been submitted on behalf of this project to Holy Cross Energy. ■ Permitting through Eagle County is expected to take 10 days from the date of contract finalization. Installation Schedule ■ The installation itself will take approximately 10 days of work on the project site. The exact installation dates will be mutually agreed upon dates, in accordance with ongoing discussions with County staff. ■ Target start date — September 15, 2014 ■ Anticipated Duration • Installation of clamps and panels on roof 0 10 days o Approximately 5 staff members • Installation of conduit and wiring 0 3 day o Approximately 3 staff members • Installation of inverter pad and inverter 0 3 days o Approximately 4 staff members • AC Interconnection 0 2 day o Approximately 2 staff members ■ Anticipated completion — October 15, 2014 ■ Order inspection by permitting jurisdiction and Holy Cross Energy— October 15, 2014 Construction Impacts ■ No road closures, excessive noise, dust or other disturbance is anticipated. The only use of heavy machinery will be to facilitate the concrete pour for the small pad which will house the system inverter, bollards and a mechanical lift. No neighbor notifications or other approvals are anticipated. Installation Schedule: Please recognize that this is a target schedule only. Actual installation and completion dates will depend on access to County facility, coordination with County staff, weather, equipment delivery completion, and other factors. Day 1 Day 2 Day 3 Day 4 Day 5 Installation of Installation of Installation of Installation of Installation of S-5 Mounting S-5 Mounting S-5 Mounting S-5 Mounting S-5 Mounting Feet and Feet and Feet and Feet and Feet and Modules Modules Modules Modules Modules Day 6 Day 7 Day 8 Day 9 Day 10 Installation of Installation of Installation of Installation of Installation of S-5 Mounting S-5 Mounting S-5 Mounting S-5 Mounting S-5 Mounting Feet and Feet and Feet and Feet and Feet and Modules Modules Modules Modules Modules Day 11 Day 12 Day 13 Day 14 Day 15 Installation of Installation of Installation of Installation of Installation of Conduit and Conduit and Conduit and Pad and Pad and Wiring Wiring Wiring Infrastructure Infrastructure for Inverter for Inverter Day 16 Day 17 Day 18 Day 19 Day 20 Installation of AC AC Rain Day Rain Day Pad and Interconnection Interconnection Infrastructure for Inverter Please recognize that this is a target schedule only. Actual installation and completion dates will depend on access to County facility, coordination with County staff, weather, equipment delivery completion, and other factors. Exhibit B: Insurance Certificate ACTIENE-02 TSCHERFFILIS i►--�'� CERTIFICATE OF LIABILITY INSURANCE DATD/YYVY) 8//18/218/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: DClnsurers-Mountain 3705 Kipling St # 106 Wheat Ridge, CO 80033 PHONE (303) 420-4774 FAX N, : (303) 420-2882 A/C No Ext A DRIESS: INSURER(S) AFFORDING COVERAGE NAIC # 10/01/2014 INSURER A: The Hartford DAMAGE TRENTED 300,00 PREMISES Ea occurrence $ INSURED INSURER B INSURER C Active Energies Solar, LIC INSURER D Po Box 7627 Avon, CO 81620 INSURER E: INSURER F LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X NON -OWNED HIRED AUTOS AUTOS COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL UBR POLICY NUMBER LICY EFF MM /DDIIYYYY POLICY EXP MM DDIIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX] OCCUR X CG 2033 07/04 X 34SBMUH0834 10/01/2013 10/01/2014 EACH OCCURRENCE $ 1,000,00 DAMAGE TRENTED 300,00 PREMISES Ea occurrence $ MED EXP (Any one person) $ 10,00 X CG 2033 07/04 PERSONAL S ADV INJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 1 JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,00 PRODUCTS -COMP/OP AGG $ 2,000,00 $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X NON -OWNED HIRED AUTOS AUTOS X 34SBMUH0834 10/01/2013 10/01/2014 CEa acOMBcidentSINED INGLE LIMIT $ 1,000,00 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident $ A X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE X 34SBMUH0834 10/01/2013 10/01/2014 EACH OCCURRENCE $ 1,000,00 AGGREGATE $ 1,000,00 DED RETENTION$ $ A WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS belowDISEASE N / A 34WECIL6385 06/09/2014 06/09/2015 OTH- X STATUTE X ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYE $ 1,000,00 -POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is listed as Additional Insured for commercial general and auto. ly-1 illilhGll�;P]��Ja: h_ 1PLya111rlt\ILei 0 Eagle County, CO P.O. Box 850 Eagle, CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE IZ i ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Exhibit C: Warranty Information on Solar Panels By purchasing the solar modules (hereafter referred to as: products)from Sola rWo rid Americas LLC ("SolarWorld"),you have chosen a level of qua ty, which meets the highest requirements. SolarWorld assumes that use in accordance with regulations will reliably maintain the function of the products to produce electricity (hereinafter referred to as: functional capability) as well as reliably maintaining the performance oft he products. Asa sign of our confidence in this quality, SolarWorld is happy to grant you as the end-user of the products (i.e., the person who put the products Into operation correctly for the first tirne or the person who has legitimately purchased the products from such an end -customer without any modifications) the rights which are presented below: A - Limited product warranty: 1. Sola -World provides you with a warranty for the fu nctional capabil ity ofthe products until ten years has elapsed since the purchase of the product and that the product: will not suffer from any mechanical adverse effects, which limit the stability ofthe solar module. A condition for this is correct installation and use in accordance with regulations, as described in the installation instructions enclosed with the product. • will not be subject to any clouding or discoloration ofthe glass. • with its cable and connector plug will remain safe and operational, ifthey are installed profes- sionally and are not permanently positioned in water (puddle). However, damage to the cable, which is caused by abrasion on a rough lower surface owing to insufficient fixing or owing to unprotected running ofthe cable over sharp edges, Is excluded. Any damage caused by animals (e. g., rodent bites, birds, insects) is also exempted. • with its aluminium frames will not freeze up when it is frosty if it is installed correctly. The ap- pearance ofthe product as well as any scratches, stains, mechanical wear, rust, mould, optical deterioration, discoloration and other changes, which occurred after delivery by SolarWorld, do not represent defects, insofar as the change in appearance does not lead to a deterioration in the functional capability of the product. A claim In the event of glass breakage arises only to the extent that there was no external influence. 2. Ifthe products exhibit one ofthe above mentioned defects during this period and this has an effect on the functional capability ofthe product, SolarWorld will repair the defective products, supply replacement products or provide the customer with an appropriate residual value ofthe products as compensation at its discretion. B - Limited performance guarantee: L SolarWorld guarantees that the actual output ofthe product will amount to at least 97%ofeffec- tive output during the first year after purchase ofthe product and as ofthe second year after pur- chase ofthe product, the effective output will decline annually by no more than 07 %for a period of 24 years, so that by the end ofthe 2Sthyear after purchase an actual output of at least 80.2 %of effective output will be achieved. In the event of a negative deviation of actual product performance from the so-called threshold values, SolarWorld will either supply you with replacement products, which make it possible to maintain actual performance, carryout repairs, which make it possible to achieve actual performance or provide you with financial compensation for the lower performance ofthe product- Du ring the first 15 years of the guarantee period SolarWorld will exclusively either supply replacement products, which make it possible to maintain the actual performance or carry out repairs, which make such an actual performance possible. After 15 years ofthe guarantee period SolarWorld is free to also grant financial compensation for the lower performance ofthe products. 2. When replacement products are supplied, there is no entitlement for the use of new products or those which are as good as new on the contrary, SolarWorld is authorized to also supply used and/ or repaired products as replacements. C - Further conditions of entitlement: 1. The period ofthe performance guarantee under B) is restricted to a period of 2S yea is from the purchase of the product and will not be extended even in the event of a repair or exchange of a product. 2 The effective output and the actual output ofthe products are to be determ ined for the verification of any guarantee case using standard test conditions, as described under IFC 60904. The decisive measurement of performance is carried out by a recognized measuring institute or through Sola rWorld's own measurements (the assessment of measurement tolerances is undertaken in accordance with EN 50380). The guarantee does not cover transport costs to return the products or for a new delivery of repaired or replacement products. It also does not cover the costs ofthe instal- lation or reinstallation of products, as well as other expenditure by the end -customer or seller. 3. Ownership of all products which have been replaced passes to solarWorld- 4. The term of the rights granted to you in this Certificate in paragraphs A) and B) starts with the original purchase ofthe products, insofar as they were purchased by the original end -customer after 12.012013. SolarWorld retains the right to adjust voluntary special services in accordance with this document at any time. However, any product purchases, which have already been concluded, remain unaffected by this — includ Ing the voluntary special services in accordance with this docu- ment. You can find out about the current status ofthis document at anytime under www.solarworld-usa.com. D - Assertion of claims: The assertion ofthe services specified under A) and B) requires you (i) to inform the authorized seller/ dealer of the product ofthe alleged defect in writing, or (ii) to send this written notification directly to the address mentioned in G), if the seller/dealer who should be informed no longer exists (e. g., owing to business closure or insolvency). Any notification of defects is to be added tot he original sales receipt as evidence ofthe purchase and the time ofthe purchase ofthe SolarWorld products. The assertion should take place within six weeks of the occurrence of the defect. The connecting factor for the recognition ofthe occurrence of a defect is acknowledgement of material and/or processing errors for claims from the product guarantee (letter A). For claims from the performance guarantee (letter B)the connecting factor is acknowledgement ofthe lower performance ofthe products. The return of products is permitted only after the written consent of SolarWorld has been obtained. E - Use in accordance with this Limited Warranty. 1. The services described above can be ensured only ifthe product is properly assembled, used and operated. Services provided by SolarWorld must therefore be withdrawn ifthe defects to the product are not exclusively based on the products themselves; e. g., in the follow) ng cases: a. Delays on your part or on the part ofthe fitter in observing the assembly, operational and maintenance instructions or information, ifthis leads to defects and/or a loss ofthe products' performance. b. Exchange, repair or modification ofthe products, iflhiswas riot undertaken correctly and professionally. c. Incorrect use ofthe products. d. Vandalism, destruction through external influences and/or persons/animals. e. Incorrect storage or inappropriate transport before installation, if this leads to defects and/or a loss ofthe products' performance. f. Damage to the customer system or incompatibility ofthe customer's system equipment with the products, ifthis leads to defects and/or a loss ofthe products' performance. g. Use of products on mobile units such as vehicles or ships. In. Influences such as dirt or contamination on the faceplate; contamination or damage by e. g., smoke, extraordinary salt contamination, or other chemicals. i. Force majeure such as flooding, fire, explosions, falling rocks, direct or indirect lightning strikes, or other extreme weather conditions such as hail, hurricanes, whirlwinds, sandstorms or other circumstances outside the control of SolarWorld. 2. The entitlements referred to under A) and B) will not be granted if and as soon as the manufac- turer's labels or serial numbers on the PV modules have been changed, deleted, peeled off or made unrecognizable. F - Exclusive remedy: The remedies set forth in this Limited Warranty are the exclusive remedies available to you as a product purchaser SolarWorld shall not be liable for damage, injury or loss arising out of or related to a product except as set forth in this Limited Warranty. In particular, under no circumstances shall SolarWorld be liable for incidental, consequential, special or other indirect damages in any way con- nected with a product. SolarWorld's aggregate liability, if any, shall be limited to a product's purchase price or any service furnished in connection with a product, as the case may be. G -Your contacts: To receive service under this Limited Warranty, please contact the authorized seller/dealer ofyour product or SolarWorld at the following addresses: Customer Service, SolarWorld Americas LLC, 25300 NW Evergreen Road, Hillsboro, OR, 97124, USA. Email: customerservice@solarworld-usa.com. Phone: (503) 844-3400. Fax (503) 844-3403. H - Choice of law: This Limited Warranty, including without limitation the rights and responsibilities granted hereunder, shal I be governed and construed in accordance with the laws of the State of Oregon, without regard to the conflicts of law provisions thereof I -Validity: The following table contains all the current products to which this Limited Warranty is to be applied. Products, which do not appear in this list, are also not subject to this Limited Warranty. Sunmodu le/Su nmodule Plus/laminate/black SW 230 mono SW 235 mono SW 240 mono SW 245 mono SW 250 mono SW 255 mono SW 260 mono SW 265 mono SW 270 mono SW 275 mono SW 280 rnono SW 230 poly SW 235 poly SW 240 poly SW 245 poly SW 250 poly SW 255 poly SW 260 poly SW 130 compact mono SW 135 compact mono SW 140 compact mono SW 145 compact mono SW 150 compact mono SW 155 compact mono SW 160 compact mono SW 165 compact mono SW 170 compact mono SW 192 vario poly SW 196 vario poly SW 200 vaso poly SW 204 vario poly SW 285 mono SW 290 mono SW 310 XL mono SW 315 XL mono J - Exclusion of liability This Limited Warranty is expressly intended to exclude all other express or implied warranties, includ- ing without limitation the warranties of merchantability and fitness for a particular purpose, to the periods set forth herein. This Limited Warranty givesyou specific legal rights, and you may also have other rights which varyfrom state -to -state. Some states do not allow limitations on implied warran- ties orthe exclusion or limitation of damages, so some ofthe above limitations may not apply toyou. K - Severability: If any provision of this Limited Warranty is held unenforceable or illegal by a court or other body of competent jurisdiction, such provisions shall be modified to the minimum extent required such that the rest ofthis Limited Warranty will continue in full force and effect. Hillsboro, 12.01.2013 Mukesh Dulani Ardes Johnson President Vice President, Sales and Marketing SW-02-5O29US 02-2014 SolarWorld Americas LLC SolarWorld Americas LLC Exhibit D: Warranty Information on Inverters Warranty Policy (Rev. E) Grid -Tied Photovoltaic Inverters WARRANTY POLICY Revision E Grid -Tied Photovoltaic Inverters, Combiners, monitoring, accessories © 2014, Solectria Renewables, LLC DOCR-070360 C Warra* Policy (Rev. E) Product Warranty & RMA Policy 1. Warranty Policy Grid -Tied Photovoltaic Inverters Warranty Registration: It is important that Solectria Renewables maintains updated information about the inverter location, Please visit http://www.solectria.com/registration and complete the information requested for each inverter. This will assist in making any warranty claims on the product. The Solectria Renewables Warranty Policy is stated below. 1.1.1 Definitions: Standard Limited Warranty: The initial warranty period provided for the product. Extende Limited Warrant : A purchased warranty for a number of years after the expiration of the Standard Limited Warranty. Coverage is the same as the Standard Limited Warranty. The maximum number of years for entire warranty period is 20 years for certain products. Parts Orjly Limited Warranty: A purchased warranty for a number of years after the expiration of the Standard Limited Warranty, includes Parts Only, additional charges apply for travel, labor, shipping. 1.1.2 Solectria Renewables Warranty Coverage: Solectria Renewables Limited Warranties are provided by Solectria Renewables, LLC. ("Solectria Renewables") and cover defects in workmanship and materials. Solectria Renewables' price for the products is based on inclusion of these limited warranty provisions and disclaimers. In the event of a conflict between the terms of this Limited Warranty and any terms and conditions proposed by purchasers of Solectria Renewables' products, these Limited Warranty provisions shall govern the parties' obligations with respect to warranty coverage for defective products. Product Description Standard Limited Extended Limited Parts Only PVI 85KW, OVI 10OKW Warranty Warranty Limited Warranty PVI 1800, P 1 2500 5 years (60 months) Not Available Not Available PVI 30005, I OVI 4000S, PVI 50005, 10 years (120 months) Not Available Not Available PVI 5300, P /16500, PVI 7500 PVI 3800TL, PVI 5000TL, 10 years (120 months) Up to additional 10 years Not Available PVI 6000TL, PVI 760OTL available PVI 10KW, VI 13KW, PVI 15KW 5 years (60 months) Up to additional 15 years Up to additional available 15 years available PVI 14TL, P 120TL, PVI 23TL, PVI 10 years (120 months) Up to additional 10 years Not Available PVI 50KW, OVI 60KW, PVI 75KW, 5 years (60 months) Up to additional 15 years Up to additional PVI 85KW, OVI 10OKW available 15 years available DOCR-070360 2 M Warranty Policy (Rev. E) Grid -Tied Photovoltaic Inverters SGI 225, SGI 250, SGI 266, SGI 300, 5 years (60 months) Up to additional 15 years Up to additional SGI 500, SGI 500PE, SGI 500XT, SGI available 15 years available 500XTM, SGI 750XTM SolrenView DAS hardware, AIR 5 years (60 months) Not Available Not Available STRCOM, DISCOM 3R, DISCOM 4, 5 years (60 months) Not Available Not Available ARCCOM Revenue Grade Meters 1 year (12 months) Not Available Not Available 1.1.3 Warranty start date: Solectria Renewables warranty begins on the date of shipment to the end user, or no later than 4 months from the date of shipment by Solectria Renewables. 1.1.4 Duration of Solectria Renewables Extended Warranty Period: If a warranty extension has been purchased, the term is defined as an extension beyond the initial Standard Limited Warranty period. For example, if Standard Limited Warranty is 5 years and a 5 year extension is purchased, the term becomes 10 years (120 months) from date of shipment. If Solectria Renewables repairs or replaces a product, its warranty continues for the remaining portion of the original Warranty Period or 90 days from the date of the repair of the inverter or replacement shipment to the customer, whichever is greater. Solectria Renewables' obligation to repair or replace a defective product under this warranty is contingent upon Solectria Renewables receiving full and timely payment for the warranted products and associated shipping charges. Solectria Renewables Warranty Coverage is voidable, at Solectria Renewables' sole option, if full payment for products and associated shipping charges are not received in full and in a timely manner by Solectria Renewables. Please contact Solectria Renewables Customer Service for further details on other products. 1.1.5 Standard or Extended Limited Warranty Coverage: Solectria Renewables will, at its sole option, repair or replace the defective product free of charge, provided that Solectria Renewables is notified of the product defect within the Warranty Period for the product, and provided that Solectria Renewables, through inspection, establishes the existence of such a defect and that it is covered by the Limited Warranty. Solectria Renewables will, at its sole option, use new and/or reconditioned parts in performing warranty repair and/or replacements. Solectria Renewables reserves the right to use parts or products of original or improved design in the repair or replacement of the product. All replaced products and all parts removed from repaired products become the property of Solectria Renewables. Solectria Renewables will attempt to repair the unit within a reasonable time period. No provision will be made for reimbursement of lost energy production. DOCR-070360 3 Warranter Policy (Rev. E) Grid -Tied Photovoltaic Inverters 1.1.6 Pats Only Limited Warranty Coverage: The parrs only .warranty includes parts needed to provide repairs to the product. Solectria Renewables will, at its sole option, use new and/or reconditioned parts in performing warranty repair aOd/or replacements. Solectria Renewables reserves the right to use parts or products of original Or improved design in the repair or replacement of the product. All replaced products and all pprts removed from repaired products become the property of Solectria Renewables. All labor; travel, expenses and shipping are excluded from this warranty and an estimate must be paid prior to dispatching a technician. 1.1.7 For three-phase inverters PVI 10kW —15kW, PVI 50kW—100kW, SGI 225kW — SOOkW and all SGIX't models: Within the Continental United States and Canada: Solectria Renewables warranty covers parts, travel and labor necessary to repair the product and shipment of parts to and from the customer via a Soloctria Renewables -selected non -expedited surface freight. Outside lof the Continental US: For Alaska, Hawaii and all other installation locations Solectria Renewables will supply necessary parts and labor as needed for warranty repairs; however, travel is not included. Solectria Renewables will only provide non -expedited freight shipping of parts. The warranty does not include customs fees, broker fees or other taxes that may be imposed by any government agency 1.1.8 For three-phase inverters PVI 14TL, PVI 20TL, PVI 23TL, PVI 28TL and single-phase inverters 7.6kW and lower: Solectria Renewables warranty covers replacement inverters or parts necessary to repair the product and shipments of parts or replacement inverters to and from the customer via a Solectria Renewables -selected non -expedited surface freight within the contiguous United States and Canada. For Alaska, Hawaii and all other installation locations Solectria Renewables will cover the cost of return shipment of product one way from the customer. The warranty does not include customs fees, broker fees or other taxes that may be imposed by any government agency. 2.0 Obtoining Service: 2.1.1 Fo three-phase inverters PVI 10kW —15kW, PVI 50kW—100kW, SGI 225kW — SOOkW and all SGIXT models: If your product requires troubleshooting or warranty service, contact the installer or place of purchase. If you are unable to contact the installer/place of purchase or they are unable to provide service, contact Solectria Renewables directly at the number listed on the website in the customer service section for your product. The endj user/customer site must allow full access to the equipment for Solectria Renewables to provide lon-site service. Access includes removal of snow/debris and opening of locked gates. Solectrio Renewables may send personnel to a jobsite or contract authorized, trained service personnel to service/replace components. For remote locations we require additional personnel DOCR-07L 360 4 Warranty Policy (Rev. E) Grid -Tied Photovoltaic Inverters to be on site for safety. This must be provided by the customer/installer at no charge to Solectria Renewables. If customer/installer is unable to provide additional person service may be delayed or denied. Reimbursement for contracted services: Solectria Renewables must authorize payment for designated service personnel before work is performed. This authorization will cover a predetermined reimbursement amount. 2.1.2 For three-phase inverters PVI 14TL, PVI 20TL, PVI 23TL, PVI 28TL and single-phase inverters 7.6kW and lower: if your product requires troubleshooting or warranty service, contact the installer or place of purchase. If you are unable to contact the installer/place of purchase or they are unable to provide service, contact Solectria Renewables directly at the number listed on the website in the customer service section for your product. Direct returns may be performed according to the Solectria Renewables Return Material Authorization Policy. There is a flat rate for inverter replacements, does not include troubleshooting. Solectria Renewables supplies replacement inverters on an exchange basis, you may receive a refurbished "like new" that is functionally equivalent to the inverter being replaced. The defective inverter must be returned to Solectria Renewables within 20 days following exchange. Failure to return the unit will result in a charge to the recipient. Solectria Renewables may require a credit card to hold for charging in the event the inverter is not returned. 2.1.3 For String Combiners (all models), External SolrenView Hardware, Accessories If your product requires troubleshooting or warranty service, contact the installer or place of purchase. If you are unable to contact the installer/place of purchase or they are unable to provide service, contact Solectria Renewables directly at the number listed on the website in the customer service section for your product. Direct returns may be performed according to the Solectria Renewables Return Material Authorization Policy. There is no reimbursement for labor on non -inverter issues or for troubleshooting. Solectria Renewables supplies replacement equipment on an exchange basis, you may receive a refurbished "like new" that is functionally equivalent to the equipment being replaced. The defective equipment must be returned to Solectria Renewables within 20 days following exchange. Failure to return the unit will result in a charge to the recipient. 2.2 Information required for any claim: In any warranty claim, dated proof of purchase must accompany the product and the product must not have been disassembled or modified without prior written authorization by Solectria Renewables. DOCR-070360 S Warranty Policy (Rev. E) Grid -Tied Photovoltaic Inverters Proof of purchase may be in any one of the following forms: - The da ed purchase receipt from the original purchase of the product at point of sale to the end user, c r - The da ed distributor or dealer/installer invoice or purchase receipt showing original equipment manuf cturer (OEM) status, or - The d ted invoice or purchase receipt showing the product exchanged under warranty or Solectri can locate our records if a valid serial number of the product is provided. It is advisable to use the on line registration http:C/www.solectria.com/registration for Solectria Renewables to have the updated information on the product location. Solectrio Renewables provides technical assistance Monday -Friday, 8:30am-7pm EST and on- call technica� support is provided outside normal business hours. 2.3 Who does the Solectria Renewables warranty not cover? Solectri Renewables Limited Warranties do not cover normal wear and tear of the product or costs rel ted to the removal, installation, or troubleshooting of the customer's electrical systems. These warranties do not apply to and Solectria Renewables will not be responsible for any defect in or da age to: a) he product, if it has been misused, neglected, improperly installed, physically damaged �r altered, either internally or externally, or damaged from improper use or use in an unsuitable environment including extreme temperatures that exceed the specified ranges iih the operation manual; b) The product, if it has been subjected to fire, water, corrosion (incl uding rust), biological infestations, acts of God or input voltage that creates operating conditions beyond the nhaximum or minimum limits listed in the Solectria Renewables product specifications i6cluding high input voltage from generators or lightning strikes; C) the product, if repairs have been made to it other than by Solectria Renewables or its authorized, trained service personnel; d) The product, if it is used as a component part of a product expressly warranted by another manufacturer; e)Zaced, product, if its original identification (trademark, serial number) markings have been altered, or removed; f) The product, if it has been damaged in shipping (unless approved in writing by Solectria enewables); g) 1he product, if damaged by customer connections or any items installed by customer or installation company including third party monitoring; h) ny installation and operation beyond the scope covered by relevant safety regulations (01-1741, NFPA 70, etc.); i) third party monitoring equipment; D Failure to perform Preventative Maintenance may void the warranty. DOCR-070360 Warranty Policy (Rev. E) Grid -Tied Photovoltaic Inverters 3.0 DISCLAIMER SOLECTRIA RENEWABLES LIMITED WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY SOLECTRIA RENEWABLES IN CONNECTION WITH YOUR SOLECTRIA RENEWABLES PRODUCT AND ARE, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, REPRESENTATIONS, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING WITHOUT RESTRICTION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR CONDITION OR QUALITY OF THE PRODUCT, ANY IMPLIED WARRRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY OF DISTRIBUTOR OR DEALER/INSTALLER ABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITED BY LAW. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY OF DISTRIBUTOR OR DEALER / INSTALLER ABILITY, TO THE EXTENT REQUIRED UNDER APPLICABLE LAW TO APPLY TO THE PRODUCT, SHALL BE LIMITED IN DURATION TO THE PERIOD STIPULATED UNDER THIS LIMITED WARRANTY, TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL SOLECTRIA RENEWABLES, INCLUDING ITS SUPPLIERS, MANUFACTURERS, VENDORS, SUBCONTRACTORS, DISTRIBUTORS, DEALERS AND ANY OTHER AFFILIATES BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES HOWEVER ARISING WHETHER IN CONTRACT OR TORT INCLUDING WITHOUT RESTRICTION ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, INCLUDING LOSS OF USE AND INTANGIBLE HARM OF ANY KIND, AND ANY PHYSICAL DAMAGE OR OTHER DAMAGE ARISING FROM OR AS A RESULT OF ANY USE, MISUSE OR ABUSE OF THE PRODUCT, OR THE INSTALLATION, INTEGRATION OR OPERATION OF THE PRODUCT, REGARDLESS OF WHETHER SUCH INSTALLATION, INTEGRATION OR OPERATION WAS PERFORMED PROPERLY OR IMPROPERLY. Solectria Renewables neither assumes nor authorizes any other person to assume for it any other liability in connection with the repair or replacement of the Product. Exclusions of the Policy: If your product is a consumer product, the applicable law may not permit exclusion of implied warranties. To the extent permitted by the applicable law such warranties are limited to the duration of this Limited Warranty. Some jurisdictions do not allow any limitations on the duration of an implied warranty, or exclusions on implied warranties, or on the limitation or exclusion of incidental or consequential damages, so the above limitation(s) or exclusion(s) may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights, which may vary from state to state or province to province. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNLESS SPECIFICALLY AGREED TO BY IT IN WRITING, SOLECTRIA RENEWABLES DOCR-070360 7 Warra (a) (b) cy (Rev. E) Grid -Tied Photovoltaic Inverters NO WARRANTY AS TO THE ACCURACY, SUFFICIENCY OR SUITABILITY OF ANY CAL OR OTHER INFORMATION PROVIDED IN MANUALS OR OTHER 1ENTATION PROVIDED BY IT IN CONNECTION WITH THE PRODUCT; AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR LOSSES, DAMAGES, E*PENSES, WHETHER SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR WHICH MIGHT ARISE OUT OF THE USE OF SUCH INFORMATION. THE USE OF ANY SUCH INFORMATION WILL BE ENTIRELY AT THE USERS' RISK. COSTS OR INCIDENTAL, WARNING: LIMITATIONS ON USE Please refer to your product user manual for limitations on uses of the product. Specifically, please mote that Solectria Renewables' products are not intended for use in connection with life support'systems and Solectria Renewables makes no warranty or representation in connection with any use of the product for such purposes. 4.0 Retlurn Material Authorization Policy Please ritview our Return Merchandise Authorization Policy below. 4.1 Obtaining a required Return Material Authorization: Before rleturning a product directly to Solectria Renewables you must obtain a Return Material Authorization (RMA) number and the correct factory "Ship To" address. Products must also be shipped jprepaid. Product shipments will be refused and returned at your expense if they are not authorized, returned without an RMA number clearly marked on the outside of the shipping box, if they ape shipped collect, or if they are shipped to the wrong location. Refer to the terms and conditions statement provided when the item was purchased for details. Restocking fees may apply. 4.2 Info mation Solectria Renewables needs when you are obtaining service: 1) The odel name and serial number of your product 2) The mason for return Preparing the product for shipping: 1) Package the unit safely, preferably using the original box and packing materials. Please ensure that your product is shipped fully insured in the original packaging or equivalent. this warranty will not apply where the product is damaged due to improper packaging. 2) Include the following: DOCR-070360 8 Warranty Policy (Rev. E) Grid -Tied Photovoltaic Inverters The RMA number supplied by Solectria Renewables clearly marked on the outside of the box. b. A return address to which the unit can be shipped. Post office boxes are not acceptable. c. A contact telephone number where you can be reached during work hours. d. A brief description of the problem. Ship the unit prepaid to the address provided by your Solectria Renewables' customer service representative. Returning a product from outside of the USA or Canada: In addition to the above, you MUST include return freight funds and are fully responsible for all documents, duties, tariffs, and deposits. DOCR-070360 9