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HomeMy WebLinkAboutC15-010 Sunsense, Inc. AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND SUNSENSE, INC. THIS AGREEMENT("Agreement")is effective as of the 9014)" day of 01,01 , 2015 by and between Sunsense,Inc., a Colorado corporation(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 roofs of the main Eagle County building(also referred to herein as"Building D")and the facilities building(also referred to herein as "Building E")located on the Eagle County Campus (the`Buildings") located at 0500 Broadway, 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 work with its internal design team and will sub- contract with Jeff Ruppert P.E. of Odisea LLC for the structural engineering and design, including a design stamped by a Colorado licensed engineer(hereinafter"Design Team")to provide the design and structural 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; and e. Warranty. Contractor agrees 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 as 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 The Parties agree that the Work shall also include the following: a. Meeting Attendance: Contractor and its Design Team shall meet regularly with the Eagle County Project Representative(defined below)to discuss progress, present material and information and respond to questions regarding the Project. The Contractor will be responsible for submitting to 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 specifications and shall recommend alternative solutions whenever design details affect construction/installation, feasibility or schedule. Further, Contractor and its Design Team shall review plans and specifications with 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 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 2 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 has completed preliminary design as indicated in Exhibit H entitled System Preliminary Design and Layout. Final design must be achieved no later than February 4, 2015 and be approved in writing by the Holy Cross Energy,Eagle County Project Manager before construction, procurement and installation may commence. If the design is rejected by County for failing to comply with County or Holy Cross Energy requirements or the Contract Price,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 its Design Team and that have been approved in writing by Holy Cross Energy and the Eagle County Project Representative; establish procedures for coordination with its Design Team and other sub-consultants or subcontractors with respect to all aspects of the Work and implement such procedures. h. Equipment. 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 keep the premises and surrounding 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), 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-based power output monitoring system(s).Contractor agrees to allow access to system output through data-logging equipment as desired by County. Any additional costs related to system monitoring are not included in Scope of Work or Contract Price. 3 Article 2 Project Representatives 2.1 Adam Palmer, Environmental Policy Planner shall be Eagle County's Project Representative and shall be Contractor's contact with respect to this Agreement. 2.2 Katharine Rushton, 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 written 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 April 2,2015 ("Contract Time") unless earlier terminated as set forth herein or extended with written approval of County. 3.2 Within fifteen(15)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 of the Work and shall be in a form and content acceptable to County. The schedule shall include realistic 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 B 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 and 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 Contractor shall employ additional labor, services and supervision, including such extra shifts and over time, as may be necessary to maintain and to achieve final completion in accordance with this Agreement on or before April 2, 2015, all without an increase in the Contract Price(defined below). 3.4 Warranty requirements set forth in this Agreement shall commence upon substantial completion 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 Buildings for daily operations and events. All Work at the Property shall be 4 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 from Holy Cross Energy. Any rebate from Holy Cross Energy shall be paid to and for the benefit of County. In the event Contractor fails to meet the schedule 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. 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 Buildings. Further, Contractor shall not invalidate any existing warranty for the Buildings and any of its components including the roof as set forth in paragraph 13.2 hereof. In the event Contractor shall cause damage, harm or diminish the structural, architectural, mechanical and electrical integrity of the existing Buildings, it shall be responsible for repair of the same at its sole expense and repairs shall occur in a manner approved by County. In the event Contractor fails to timely make such repairs,then County may undertake such repairs and Contractor shall reimburse County for all costs or repair, including professional fees. 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 The 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 5.1 County 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 thirty-two thousand eight hundred three dollars($132,803) ("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. The Parties acknowledge that County requires Contractor to design and implement the Project in a manner that complies with requirements imposed by Holy Cross Energy so that the Project can interconnect with Holy Cross Energy's system and be eligible for Holy Cross rebates all within the Contract Price. 5.2 County 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 Contrary 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 Eagle 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 term of this Agreement, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law(C.R.S. §29-1-101 et. seq.), and the TABOR Amendment(Constitution, Article X, Sec. 20). Article 6 Payment Procedures 6.1 Contractor 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. 6 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 remainder of the Contract Price. The final payment shall not be made until after final settlement of this Agreement has been duly advertised at least ten(10)days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of 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 a 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 operating instructions, schedules, guarantees, bonds (or other acceptable surety), certificates of inspection, marked-up record documents, and other documents, all as required by the Contract 7 Documents, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall 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. 24-91-103 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 the 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. b. Before County may advertise for final payment, Contractor shall deliver to County for review: i. All guaranties and warranties; ii. A letter confirming that sales taxes have not been paid for the project; 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. Satisfactory evidence that all material bills and subcontractors connected with the Work have been paid with copies of invoice payment receipts and signed lien waivers from subcontractors; vi. 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; vii. Any other documents required to be furnished by the Contract Documents. 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 acknowledges that Eagle County property may not be subject to a lien and further 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 8 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: i. 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's 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 9 Substantial Completion and Final Inspection 7.1 When Contractor considers the entire Work ready for its intended use,Contractor shall, in writing to County, certify 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 reasons therefor. If County considers the Work substantially complete, County will prepare a certificate of 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 and Contractor shall bear the cost of correcting such rejected Work. If Contractor defaults or neglects to carry out the Work in accordance with this Agreement and fails within a seven(7)day period after receipt 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 shall be responsible for the cost of such correction. Article 8 Sub-Contractors and Subcontractors 8.1 Contractor 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, shall be assigned to the Project. Contractor shall require each sub-consultant or subcontractor, 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: 10 a. Types of Insurance. i. 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; (0 Insurance covering claims for damages to persons or property shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 Product and completed Operations Each Occurrence: $1,000,000 Aggregate: $2,000,000 Employer Liability and Occupational Disease $1,000,000 Any one Fire $ 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. 11 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 under the Agreement performed for the Contractor by sub-consultants and subcontractors. vii. Completed Operations Liability Insurance issued to and covering the liability for damages imposed 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 by each. viii. Contractor and its licensed professionals (electrical, structural engineers and the like) shall maintain professional liability insurance with prior acts coverage for all Work required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $1,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Contractor and 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 parties performing work in connecting the panels to Holy Cross Energy equipment and/or facilities. 9.2 Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its elected officials and employees as additional insureds. 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. 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. 12 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 C. 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 not waive or 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-performance 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 omission of Contractor, any subcontractor, sub-consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor.Nothing in the contract shall be interpreted 13 that the County waives its sovereign immunity granted under Colorado Governmental Immunity Act or other applicable law. This paragraph shall survive expiration or termination hereof. 9.4 Contractor shall deliver to the County the bonds(or other acceptable form of surety)required by the Contract Documents with the executed Contract Documents and before starting Work. Notwithstanding anything to the contrary contained in the Contract Documents, County shall have no liability or obligation hereunder unless and until the bonds (or other acceptable form of surety)have been so delivered. 9.5 Contractor shall furnish performance and payment bonds or another form of surety acceptable to the County, each in an amount at least equal to one hundred percent of the Contract Price as security for the faithful performance and payment of all Contractor's obligations under the Contract Documents.The performance and payment bonds or another form of surety acceptable to County shall be provided to County prior to commencement of the Work. In the event Contractor is unable to supply bonds or other form of surety acceptable to County prior to commencement of the Work, County may immediately terminate this Agreement and neither party shall have any obligation to the other under this Agreement. These bonds or other form of acceptable surety shall remain in effect at least until final payment as set forth in Contract Documents and any final claims are satisfied. Contractor shall also furnish other bonds as are required by the Contract Documents. All bonds or other form of acceptable surety shall be in the forms prescribed by 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 Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. The bonds or other form of acceptable surety 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 fails to duly pay for any labor, materials,team hire, sustenance, provisions,provender, or other supplies used or consumed by Contractor or his or her subcontractors or sub-consultants in the performance 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 specified in the bond or other acceptable form of surety together with interest at the rate of eight percent per annum as may be required by Colorado law . Further, bonds or other form of acceptable surety shall be conditioned such that Contractor shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing such person or such person's subcontractors with labor, laborers, 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 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. - If the surety 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 14 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). Contractor shall use best efforts to provide Documents to County in electronic format. 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 Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us CONTRACTOR: Sunsense, Inc Attention: Katharine Rushton Address 1629 Dolores Way Suite E 15 Telephone: 970 963-1420 • Facsimile: 970 963-1496 E-Mail: katharine @sunsensesolar.com Article 12 Coordination 12.1 Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various contractors and consultants. Contractor shall coordinate the Services required hereunder with the other contractors and consultants that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other contractors or consultants, in writing, of any changes or revisions to Contractor's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Contractor shall not knowingly cause other contractors or consultants 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 and County has inspected and approved the same. 13.2 The Parties acknowledge and agree that the Work is occurring on existing Buildings and that Contractor shall be solely responsible for ensuring that its design and installation or any Work performed by it does not invalidate, void or diminish any existing warranty for the Buildings including any warranty on the roof for the Eagle County building or the facilities 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, 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 and in accordance with any manufacturer requirements and specifications to ensure any manufacturer warranties are in full force and effect. 13.4 If, within five (5)years(See Exhibit G)after the date of substantial completion, 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 16 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 In addition to the warranties from Contractor as set forth in paragraphs 13.3 and 13.4 above, 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 any Equipment warranty and without cost to County. Contractor shall supply County with the date of purchase of all Equipment and bill of sale/sales receipt as evidence of purchase, any warranty certificates issued by the manufacturers, including any evidence of warranty extensions, installation documentation, and official maintenance and installation instructions. Further, documentation supplied to County shall contain model information and serial numbers as required by manufacturers. Contractor shall supply County with such other or further information or documentation as may be necessary to process any warranty claim with any manufacturer. Contractor shall, upon request of County and to the extent assignable, assign manufacturer warranties to County. If Contractor fails to timely respond to any request to assign,then this paragraph shall be deemed Contractor's consent to such assignment and County and any manufacturer of Equipment may rely upon this paragraph as Contractor's consent to assignment. a. In addition to the Contractor's warranty set forth above in this Article 13,the solar panels include a ten(10)year product warranty and a twenty-five(25)year production warranty which is guaranteed at eighty(80%)percent power output. The details of the ten(10)year product warranty and twenty-five year production warranty on the solar panels is set forth in Exhibit D. b. In addition to the Contractor's warranty set forth above in this Article 13,the inverters include a twenty (20)year warranty the details of which are set forth in Exhibit E. c. In addition to the Contractor's warranty set forth above in this Article 13,the PV Mounting System includes a(10)ten year material and workmanship warranty and(5)five year limited finish warranty as described in Exhibit F. 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. Article 14 Termination 14.1 County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven(7)calendar days' prior written notice to the Contractor. Upon receipt of such notice, and except as otherwise directed by County, Contractor shall in 17 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 termination of this Agreement, Contractor shall immediately provide County with all documents as defined in Article 10 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. Contractor shall be solely responsible to pay any associated equipment return/restocking fees associated with termination. Article 15 Venue, Jurisdiction and Applicable Law 15.1 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 litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. Article 16 Other Contract Requirements 16.1 Contractor shall be responsible for completeness and accuracy of the Work and shall correct, at its sole expense, 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. 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. 16.2 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. 16.3 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. 18 16.4 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. 16.5 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. 16.6 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. 16.7 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. 16.8 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. 16.9 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 16.10 Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor may be subject to financial audit by 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. 16.11 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 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. 16.12 The Contractor, if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty 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 date of this Agreement. 16.13 The 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 of the Agreement and exhibits, Contractor acknowledges that the Agreement and exhibits require the construction of a completed Project in accordance with the terms hereof. 16.14 Contractor shall perform all Services required by this Agreement or reasonably inferable therefrom, for the complete construction and installation of the Project. 16.15 In order to induce County to enter into this Agreement, Contractor makes the following representations: 19 a. Contractor has familiarized himself with the intended purpose and use of the Equipment, nature and extent 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 performance 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 Price, 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, investigations,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 to Contractor. e. Contractor represents and warrants that it holds a license, permit or other special license, as required 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. 16.16 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. 16.17 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. 16.18 In the event of a conflict between any exhibit and this Agreement, this Agreement shall control. Further, any provision of this Agreement which may require observance after final payment shall continue in force and effect after final Payment. Article 17 Prohibitions on Government Contracts 17.1 As used in this Article 17,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: 20 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/xprevprot/programs/gc 1185221678150.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 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 established 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 shall 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. 21 [REST OF PAGE INTENTIONALLY LEFT BLANK] 22 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: /� oiI''E Grp J. an H. Ryan, Chai an Attest: Irt.! By: el. _ -.. , . ► ,yr, Teak J. Simonton, Clerk to the Board CONTRACTOR: � "" Sunsense Inc. By: 0 Print Name: V k like, 44,4 LLIYN- Title: to M Ntercl ( f Ae 400 State of ee-eir?de ) )s s. County of ( , ,i , ) T oregoingyinst ment was acknowledged before me tl's /11 day,•1�_14,,,,, ;„d, 2015 by h F rli,47,_ ,as (IX vt- 47,- a ,i.1, . of Sunsense Solar, Inc. &Lim /Lid Notary Public My commission expires: L 1 X* J CAN NOTARY PUBLIC STATE OF COLORADO NOTARY ID*20084041097 MY COMMNBS1ON EXPIRES DECEMBER 01,2018 23 EXHIBIT A SCOPE OF SERVICES, FEES Contractor is to provide a turn-key photovoltaic solar energy system at the Eagle County Campus as more fully set forth in the Contract Documents. The system must be designed to handle 90 mile per hour wind three second burst and snow load of 40 pounds per square foot. Photovoltaic panel information must specify a low-reflectivity albedo index, and mounting system will avoid roof penetration for a clean look. Contractor shall provide plans stamped by a Colorado-licensed structural engineer demonstrating structural load capacity requirements, coordination with snow cleats and other snow shedding management devices on,and attachment design and equipment details which preserve the integrity, function and warranties existing on the Buildings. Contractor will also provide electrical plans designed and stamped by a Colorado-licensed electrical engineer to the satisfaction of Eagle County and Holy Cross Energy prior to commencement of construction. General Facility Description: Location: 500 Broadway, Eagle, CO 81631 (Eagle County building and facilities building) Size:49.14 kW Estimated Year 1 Production:42,328 kWh Major Equipment components include: (182) Suniva OPT 270-60-4-1B0 modules with 10 year product warranty and 25 year production warranty from Suniva as described in Exhibit D (1) SMA Sunny Tripower 15,000TL—US Inverter with standard 10 year warranty plus 10 year extension for a total of 20 year warranty as described in Exhibit E (1) SMA Sunny Tripower 24,000TL—US Inverter with standard 10 year warranty plus 10 year extension for a total of 20 year warranty as described in Exhibit E Series 500 Standing Seam System SnapNrack PV Mounting System with 10 year material and workmanship warranty and 5 year limited finish warranty as described in Exhibit F Installation shall occur in accordance with final design approved by Eagle County and Holy Cross Energy. The System Preliminary Design and Layout is attached hereto as Exhibit H. The Services include all design and engineering,permitting and approvals from applicable permitting authorities and obtaining interconnect approvals and rebates from Holy Cross Energy, all Photovoltaic equipment purchase and installation including the major Equipment listed above, mounting structure, conduit,wiring, disconnects as required, all AC interface, utility interconnection and warranty coverage as set forth in the Contract Documents. County will provide a faux gutter and paint as set forth in Exhibit H. Stipulated and fixed fee for Turn Key system is $132,803 24 EXHIBIT B Schedule Task Start End Duration(Business Days) 500 Broadway Eagle County-49.14 kW 10/20/14 3/26/15 107 1 Contract Development and 10/20/14 1/13/15 57 Approvals Finalize System Design And 2 Engineering 1/13/15 1/28/15 10 3 Permitting 1/28/15 2/6/15 7 4 Equipment Procurement 1/13/15 2/6/15 17 S tack Installation 219/15 2/24/15 10 6 Panelization and Array Wiring 2/24/15 3/10/15 10 7 inverter and AC/DC Equipment 3/10/15 3/18/15 6 Installation 8 System Testing and Initial Startup 3/18/15 3/20/15 2 9 final Inspections 3/20/15 3/24/15 2 10 Commissioning 3/24/15 3/26/15 2 25 EXHIBIT C Insurance Certificate 26 SUNSE-5 OP ID: IT '4CURO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 01/09/2015 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(ies)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 NAME: Iryna Trauger Neil-Garing Agency,Inc. PHONE FAX PO Box 1576 (ac,No,Ext):970-945-9111 (A/C,No): 970-945-2350 Glenwood Springs,CO 81602 ADDRESS: ITrauger@neil-garing.com Gian Baldrica INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Acuity Insurance Co. 14184 INSURED Sunsense Inc INSURER B:Pinnacol Assurance PO Box 301 Carbondale,CO 81623 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2 REVISION NUMBER: 1 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 TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X L72431 11/01/2014 11/01/2015 DAMAGETO PREMISES(Ea RENTED occurrence) $ 250,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ INCLUDED GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 3,000,000 POLICY X JEai LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X ANY AUTO X L72431 11/01/2014 11/01/2015 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A X EXCESS LIAB CLAIMS-MADE L72431 11/01/2014 11/01/2015 AGGREGATE $ 2,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS'LIABILITY STATUTE X ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE 4103541 04/01/2014 04/01/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Equipment Floater L72431 11/01/2014 11/01/2015 Lsd/Rtd 100,000 A Install Floater L72431 11/01/2014 11/01/2015 Location 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Eagle County, its officials & employees are included as Additional Insured under General & Auto Liability only and only in respect to ongoing operations performed by insured on behalf of holder as required by written contract per form CB7191. Waiver of Subrogation applies on General Liability as required by written contract. • CERTIFICATE HOLDER CANCELLATION EAGLE-9 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County,Colorado THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g ty, ACCORDANCE WITH THE POLICY PROVISIONS. ATTN:Adam Palmer Environmental Policy Planner AUTHORIZED REPRESENTATIVE PO Box 850 Eagle,CO 81631 .T4J r.>tL TeZ r ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS- CB-7191(5-13) AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU -PRIMARY This endorsement modifies insurance provided under This insurance does not apply to: the following: a. Bodily injury, property damage, personal BIS-PAK BUSINESS LIABILITY AND MEDICAL EX- and advertising injury arising out of the ren- PENSES COVERAGE FORM dering of, or the failure to render, any pro- 1. Who Is An Insured is amended to include as fessional, architectural, engineering or sur- an additional insured: veying services, including: a. Any person or organization for whom you (1) The preparing, approving or failing to are performing operations when you and prepare or approve maps, shop draw- such person or organization have agreed in ings, opinions, reports, surveys, field or- writing in a contract or agreement that such ders, change orders or drawings and person or organization be added as addi- specifications; and tional insured on your policy; and (2) Supervisory, inspection, architectural or b. Any other person or organization you are engineering activities. required to add as an additional insured b. Bodily injury or property damage occurring under the contract or agreement described after: in paragraph a above. (1) All work, including materials, parts or Such person or organization is an insured only equipment furnished in connection with with respect to liability for bodily injury, property such work, on the project(other than ser- damage or personal and advertising injury vice, maintenance or repairs) to be per- caused, in whole or in part, by: formed by or on behalf of the additional a. Your acts or omissions; or insured(s) at the location of the covered b. The acts or omissions of those acting on operations has been completed;or your behalf; (2) That portion of your work out of which in the performance of your ongoing operations the injury or damage arises has been for the additional insured. put to its intended use by any person or organization other than another con- A person's or organization's status as an in- tractor or subcontractor engaged in per- sured under this endorsement ends when your forming operations for a principal as a operations for that insured are completed. part of the same project. 2. With respect to the insurance afforded to these 3. The insurance provided by this endorsement is additional insureds, the following additional ex- primary and noncontributory. clusions apply: ACUITY EN 'III NCEMENTS-LIABILITY COVERAGES CB-7273(4-10) This endorse ent modifies insurance provided under F. Broadened Bodily Injury the following: The definition of bodily injury is amended to BIS-PAK BUST ESS LIABILITY AND MEDICAL EX- include mental anguish. PENSES COV RAGE FORM G. Unintentional Failure to Disclose Hazard A. Increas d Bail Bond Amount The following is added to the Representations Paragra h lf(1)(b) under Liability and Medical Condition in the Bis-Pak Common Policy Con- Expens s Coverages is replaced by the follow- ditions: ing: Based on our dependence upon your repre- (b) Up tp $1,000 for cost of bail bonds required sentations as to existing hazards, if unintention- becuse of accidents or traffic law violations � ally you should fail to disclose all such hazards arisi1g out of the use of any vehicle to at the inception date of your policy, we will not which Business Liability Coverage for bodily reject Liability coverage under this policy based injury applies. We do not have to furnish solely on such failure. these bonds. B. Increased Reasonable Expenses Incurred by H. Waiver of Subrogation for Written Contracts Insured The following is added to the Transfer of Rights of Recovery Against Others to Us Condition Paragraph 1f(1)(d)under Liability and Medical Ex- under 2 Applicable to Liability Coverage in the penses Coverages is replaced by the following: Bis-Pak Common Policy Conditions: (d) All reasonable expenses incurred by the in- We waive any right of recovery we may have sured at our request to assist us in the against a person or organization because of investigation or defense of the claim or suit, payments we make for injury or damage arising including actual loss of earnings up to $350 out of your ongoing operations or your work a day because of time off from work. done under a contract with that person or or- C. Newly cquired Organizations ganization and included in the products-com- Paragr ph 3a under Who Is An Insured is re- plated operations hazard. The waiver applies placed y the following: only to a person or organization with whom you have a written contract or agreement in which a. Coverage under this provision is afforded you are required to waive rights of recovery only until the 180th day after you acquire or under this policy. Such contract or agreement form the organization or the end of the must have been executed prior to the occur- poliey period, whichever is earlier; rence causing injury or damage. D. Tenants Legal Liability I. Electronic Data Liability Paragraphs (1), (3) and (4) of the Damage to 1. The following paragraph is added to Liability Property Exclusion do not apply to property and Medical Expenses Limits of Insurance: damage (other than damage by fire or explo- sion) to premises, including the contents of Subject to 2 above, $10,000 is the most we such premises, rented to you for a period of 8 will pay for property damage because of all or more consecutive days. loss of electronic data arising out of any one occurrence. The mdst we will pay under this coverage for damages because of property damage to any 2. The following definition is added to Liability one premises is $10,000. A $250 deductible and Medical Expenses Definitions: applies. "Electronic data" means information, facts E. Knowledge of Claim or Suit or programs stored as or on, created or used on, or transmitted to or from computer The fol owing is added to the Duties in the software (including systems and application Event f Occurrence, Offense, Claim or Suit software), hard or floppy disks, CD-ROMS, Conditi n: tapes, drives, cells, data processing devices Knowledge of an occurrence, offense, claim or or any other media which are used with suit by an agent or employee of any insured electronically controlled equipment. shall nOt in itself constitute knowledge of the 3. For the purposes of this coverage, the defi- insured unless your partners, executive officers, nition of "property damage" is replaced by directors, managers, members or a person who the following: has been designated by them to receive re- ports of occurrences, offenses, claims or suits "Property damage"means: shall have received such notice from the agent a. Physical injury to tangible property, in- or employee. cluding all resulting loss of use of that (continued next page) I I property. All such loss of use shall be this coverage. deemed to occur at the time of the d. Settlement physical injury that caused it; If you make any repairs to damaged b. Loss of use of tangible property that is property, at our request, we will pay the not physically injured. All such loss of larger of your actual cost or 75% of use shall be deemed to occur at the time your usual charge for the necessary la- of the occurrence that caused it;or bor and materials. Any property paid for YP pe rtY P c. Loss of electronic data. Loss of elec- or replaced by us may become our tronic data means loss of, loss of use property at our option. Any payment of, damage to, corruption of, inability to made under this coverage shall not be access, or inability to properly manipu- interpreted as an admission of liability late such data resulting from physical by the insured or the company. injury to tangible property. All such loss e. Deductible of electronic data shall be deemed to occur at the time of the occurrence that Our obligation to pay for a covered loss caused it. applies only to the amount of loss in For the purposes of this coverage, elec- excess of$100. tronic data is not tangible property. f. Other Insurance J. Voluntary Property Damage (1) You may have other insurance sub- ject With respect to the insurance provided un- ject to the same plan, terms, con- der this coverage, the following apply: ance under provisions. as the insu e ance under item J. If you do, we a. Exclusion 1k(4) is replaced by the fol- will pay our share of the covered lowing: loss or damage. Our share is the (4) Personal property of others: proportion that the applicable limit under item J bears to the limits of (a) Held by the insured for servic- all insurance covering on the same ing, repair, storage or sale at basis. premises owned, occupied or rented to the insured. (2) If there is other insurance covering the same loss or damage, other (b) Caused by the ownership, than that described in (1) above, maintenance, use, loading or we will pay only for the amount of unloading of any auto, water- covered loss or damage in excess craft, or transportation of prop- of the amount due from that other erty by any means. insurance, whether you can collect b. Exclusion 1k(5) is deleted. on it or not. 2. The insurance provided by this coverage is K. Increased Limits of Insurance subject to the following provisions: 1. The General Aggregate Limit is increased a. We will pay for property damage at to three times the Liability and Medical Ex- your request even if you are not legally penses Limit if your current Liability and liable, if it is otherwise subject to this Medical Expenses Limit is equal to coverage. $500,000 or $1,000,000. b. Property damage does not include loss 2. The Products-Completed Operations Aggre- of use if personal property of others is gate Limit is increased to three times the not physically injured. Liability and Medical Expenses Limit if your c. Limits current Liability and Medical Expenses Limit is equal to $500,000 or $1,000,000. The most we will pay for an occurrence 3. The Damage To Premises Rented To You under this coverage is $2,500. Limit is increased to $250,000. The most we will pay for the sum of all 4. The Medical Expense Limit is increased to amounts paid under this coverage is an aggregate of$2,500. $10,000. The Liability and Medical Expenses The Limits of Insurance shown here do not Limit and the Aggregate Limits do not replace and are not in addition to the Limits of Insurance shown in the Declarations. apply to the insurance provided under I ADDITIONA INSURED-AUTOMATIC STATUS WHEN REQUIRED IN WRIT- CA-7214(10-98) TEN AGREEMENT WITH YOU -PRIMARY This endorselrnent modifies insurance provided under out of operations performed for the additional in- the following: sured by you. BUSINESS AUTO COVERAGE FORM 2. The coverage provided by this endorsement will GARAGE COVERAGE FORM be primary and noncontributory with respect to any MOTOR CAR IER COVERAGE FORM other coverage available to the additional insured. 1; 1. Who Is n Insured under Section II - Liability 3. The Limits of Insurance applicable to the addi- Coverage is amended to include any person or or- tional insured are those specified in the written con- ganization with whom you have agreed in writing in tract or agreement or in the Declarations for this a contract or agreement that such person or or- Coverage Form, whichever is less. These Limits of ganization bje added as an additional insured on Insurance are inclusive and not in addition to the your policy. Such persons or organizations are addi- Limits of Insurance shown in the Declarations. tional insureds only with respect to liability arising EXHIBIT D Warranty information for Solar Panels 27 Suniva is committed to offering the highest quality Products available in the marketplace for solar modules. As part of this commitment, Suniva offers its customers a Limited Warranty that the Products will maintain their functional capability—their ability to produce electricity and perform reliably as detailed in Paragraph A below. Suniva backs Product reliability by granting the ultimate end user of the unaltered Products a Ten Year Limited Product Warranty and Twenty-Five Year Limited Service Warranty as detailed below: A.Ten Year Limited Product Warranty: 1. Suniva warrants that for ten years beyond the purchase of the Products (the "Product Warranty Term"),the Products will: • experience no mechanical adverse effects limiting solar module stability so long as the Product is correctly installed and used in accordance with the official Suniva maintenance and installation instructions • • contain cable and connector plugs that remain safe and operational so long as the Product is professionally installed and not permanently positioned in water. This warranty does not cover damage to the cable caused by(a) abrasion on a rough lower surface caused by insufficient fixing or running of the cable unprotected over sharp edges, or(b)animals or insects. The above Product warranty does not cover scratches, stains, mechanical wear, rust, mold, optical deterioration, discoloration and other cosmetic changes occurring after delivery to the extent such cosmetic changes do not result in deterioration in the Product's functional capability. Glass breakage is covered by the above warranty only so long as such damage was not caused by any cause external to the Product itself. 2. If the Products fail to conform to the above warranty during the Product Warranty Term and this has an effect on the functional capability of the Product, Suniva or its Supplier will remedy the failure by choosing one of the following options: (a) repair of the defective Product, (b) supply of replacement products, or(c)provide a financial remedy to the end user in the form of an appropriate residual value of the Products. B.Twenty-Five Year Limited Service Warranty: 1. The effective power output of the Products will remain within a certain tolerance range of 3% within year one. The actual effective power output for each Product is identified by the factory power measurement at STC indicated in the Product invoice. End users can expect that the actual effective power output for the Products will decline by a small percentage annually over 25 years of usage(the "Service Warranty Term"). 2. Suniva represents and warrants that the Products effective power output (a) will remain at or above 97% during the first year of operation, and (b) starting with the second year of Product operation will decline annually by no more than 0.7% through the end of the Service Warranty Term so that by the end of the Service Warranty Term the Product will achieve an effective power output of at least 80.2%. In the event the Product's effective power output fails to achieve the foregoing benchmarks, Suniva or its Supplier will remedy such failure by choosing to either (i) supply the end user with replacement products that comply with the foregoing performance benchmarks, (ii) repair the Products so that they comply with the foregoing benchmarks, or(iii) provide a financial remedy to the end user to compensate for the reduced Product performance. During the initial fifteen (15) years of the Service Warranty Term, Suniva will remedy a failure of the Limited Service Warranty by offering either to supply replacement products or repair the Products under options (i) or(ii) in the preceding 1 11' t t 17-July 2012,Rev 4 t > Iva sent ce. At Suniva's discretion, following the initial fifteen (15)years of the Service Warranty Term, Suni a may also remedy the failure of the Limited Service Warranty by choosing to grant a financial reme y under option (iii)above. 3. Suni a does not warrant that any replacement products supplied under paragraph 2 above will be new roducts or products that are as good as new. End user acknowledges that Suniva may satisfy the replacement remedy in paragraph 2 above by supplying used and/or repaired products as replacements so long as the replacement products comply with the performance benchmarks set forth In paragraph 2. C.Additipnal Warranty Conditions: 1. The _imited Service Warranty Term will not be extended even in the event of Product repair or replacement. 2. The Limited Service Warranty is subject to Suniva's confirmation of effective power output and actual power output using IEC 60904 standard test conditions. Final performance measurements shall be determined by a recognized measuring institute, a Nationally Recognized Test Lab (NRTL) such as Intertek ETL, or through Suniva's own measurements (assessment of measurement tolerances will be undertaken in accordance with EN 50380). The warranty does not include shipping costs to return Products, shipping costs for delivery of repaired or replacement products, costs of the installation or re-installation of products, or other expenses incurred by the end-customer or distributor. 3. All right, title, and ownership in and to Products that have been replaced pursuant to the above wary nties revert to Suniva. 4. The warranty terms set forth in Paragraphs A and B above start on the date of original purchase of the Products. D.Assertion of Warranty Claim: You may assert a warranty claim under paragraphs A and B above only by (i) informing Suniva authorized Product distributor/dealer of the alleged defect in writing, or(ii)sending written notification of a warranty claim directly to Suniva at the address mentioned in paragraph G below if the distributor/dealer who sold you the Products is no longer in business. Any written notification of defect must include the date of purchase of the Products and be accompanied by the original sales receipt as evidence of the purchase. For a warranty claim to be valid, the written claim must be provided within six weeks of the occurrence of the defect. In the case of Product Warranty claims under paragraph A above, the occurrence of a defect is the first date upon which end user had knowledge of material and/or workmanship errors. In the case of Service Warranty claims under paragraph B above, the occurrence of a defect is the first date upon which end user had knowledge of reduced performance of the Products. Any return of Products shall be subject to Suniva's prior written approval. E. Use lit accordance with this Limited Warranty: 1. The above Limited Warranties are not available if the alleged defect is a result of the Product not being properly used, operated or installed. Suniva shall have no obligation to provide a remedy for a clairned defect if the defects are caused in whole or part by any cause other than the Products themselves. Such other causes may include, without limitation, the following: a. l elays by any party(other than Suniva) in observing the assembly, operational and maintenance instructions or information, if such delays lead to defects and/or loss in Product performance. b. Failure to properly exchange, repair or modify the Products. c. Misuse of the Products. d. Vandalism or destruction through external influences. e. !Improper storage or transport prior to installation if such improper actions lead to defects and/or a Boss in Product performance. 2 I F= ha g .x 17-July 2012,Rev 4 Iva f. Customer system defects or incompatibility of the customer or third party equipment with the Products if such defects or incompatibility lead to Product defects and/or a loss in Product performance. g. Use of Products on mobile units, automobiles,trains, or watercraft. h. External contaminants such as dirt or debris on the face-plate; damage from airborne contaminants. i. Events beyond Suniva's reasonable control (commonly known as "Force Majeure" events), such as fire, floods, explosions, rock-falls, direct or indirect lightning strikes, or other extreme weather conditions such as hail, hurricanes,whirlwinds, or sandstorms. 2. Suniva is under no obligation to provide the remedies set forth in paragraphs A and B above if the manufacturer's labels or serial numbers on the Products have been changed, deleted, peeled off or caused to be unrecognizable. F. Exclusion of liability: The remedies set forth in this Limited Warranty are the exclusive remedies available to the end user. Suniva shall not be liable for damage, injury or loss arising out of or related to Products except as explicitly set forth in this Limited Warranty. Under no circumstances shall Suniva be liable for incidental, consequential, special or other indirect damages in any way connected with Products. Suniva's aggregate liability, if any, shall be limited to the Product purchase price paid by the end user. G. Warranty contact: Any communication with Suniva under this Limited Warranty shall be at the following address: Customer Service, Suniva, Inc., 5765 Peachtree Industrial Blvd, Norcross, GA 30092 USA. H. Choice of law: This Limited Warranty, including without limitation the rights and responsibilities granted hereunder, shall be governed and construed in accordance with the laws of the State of Georgia, without regard to the conflicts of law provisions thereof. I.Validity: The following table contains the Products to which this Limited Warranty applies. This Limited Warranty shall not apply to any product not specifically listed below. Model Family: ART2XX-60-3-100 ARTXXX-72-3-100 OPT2XX-60-4-100 OPTXXX-72-4-100 ART2XX-60-3-101 ARTXXX-72-3-101 O PT2XX-60-4-101 O PTXXX-72-4-101 ART2XX-60-3-1 B0 ARTXXX-72-3-1 BO OPT2XX-60-4-1 BO OPTXXX-72-4-1 BO ART2XX-60-3-1 B1 ARTXXX-72-3-1 B1 OPT2XX-60-4-1 B1 OPTXXX-72-4-1 B1 MVP2XX-60-5-401 MVPXXX-72-5-401 MVS2XX-60-5-501 MVX2XX-72-5-501 MVTXXX-60-5-100 MVTXXX-72-4-100 MVX2XX-60-5-600 MVXXXX-72-5-600 3I :. 17-July 2012,Rev 4 Iva J.State Law: This Limited Warranty expressly excludes all other express or implied warranties, including without limitation the warranties of merchantability, non-infringement, and fitness for a particular purpose. This Limited Warranty gives the end user specific legal rights. The end user may have other rights that vary from stalls to state. Some states do not allow limitations on implied warranties or the exclusion or limitation of damages, in which case the above limitations may not apply to you. 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 necessary to make them enforceable or legal, as the case may be. 4 I P E r> 17-July 2012,Rev 4 EXHIBIT E Warranty Information for Inverters 28 SMA SMA America LIC Factory Warranty Note:this description of SMA Solar Technology America's limited factory warranty is effective on September 1,2014 and supersedes all prior warranty descriptions. 10 Year Warranty A ten year warranty applies to the following products: SBXXX-US, SBXXXX-US, SBXXXXHF-US, SBXXXXXTL-US, STPXXXXXTL-US, WBXXXX-US, Multigate-US, MG-XT-XX-US, SMA Connect and Disconnect units when installed with SMA inverters. 5 Year Warranty A five year warranty applies to the following products: MLX60 UL, SMA Inverter Manager, SIXXXXU, SIXXXX-US, SBXXXXU, SWRXXXXU, ST6US, SMA Cluster Controller, Smartformer for Sunny Island, Multicluster Box for Sunny Island, SMA Fuel Saver Controller, Webconnect Data Module, Sunny Beam with Bluetooth®, Sunny WebBox, Sunny Web Box with Bluetooth®, Sunny SensorBox, SB Combiner Boxes. A five year warranty also applies to accessories and other items sold by SMA America LLC that are related to the inverters and communications devices specified in this document. All claims in this category will require a proof of purchase receipt and date to qualify. The SMA factory warranty provides toll-free technical support, shipping costs, and repair or replacement part costs during the warranty period. The factory warranty period begins 3 months after shipment from SMA America. Five and ten year warranty extensions can be purchased at any time during the factory warranty coverage period. The maximum total warranty coverage period is 20 years. Warranty Conditions If a device is determined to be defective during the SMA factory warranty period, one of the following services, as selected by SMA,will be performed at no charge: 1 . Exchange the defective device with either a new or like-new device that is functionally equivalent to the device being replaced; or 2. Repair the defective device at SMA's depot facility; or 3. Refund the actual cash value, as determined by SMA, of the defective unit (after the first two years of the factory warranty and during the warranty extension period, if applicable) 1 US SO 107-0080-001 rev. 06 • SMA In the cafe of an exchange, the remainder of the eligible warranty will be transferred to the replacemlent device, or 90 days whichever date is later. If the warranty applies, and if SMA has a branch or service partner in the country where the device is operated ground transportation costs are covered by SMA. If the device is operated in a country where SMA does not have a branch or service partner, SMA will ship a replacement unit to the customer's designated freight forwarder location within the USA. The customer will be responsible for shipment to the final destination and for the return of the defective unit to their USA freight forwarder location. SMA will cover ground transportation cost to and from the customer's designated freight forwarder. The SMA factory warranty includes a Service Call Rebate for eligible installers/dealer companies as follows: 1. SBXXXX-US, SBXXXXHF-US, SBXXXXXTL-US, STPXXXXXTL-US, SB700U, SBXXXXU, SWRXXXXU, WBXXXX-US, MLX60 UL Inverters, SMA Inverter Manager, and SIXXXXU, SIXXXX-US Sunny Island units are eligible for a Service Call Rebate during the complete factory warranty period. 2. SB240-US inverters, Multigate-US and MG-XT-XX-US units are eligible for a Service Call Rebate during the first 2 years of the factory warranty period. 3. Other non-inverter products listed in this document are not eligible for a Service Call Rebate For rebate program details, please see the SMA Inverter Service Call Rebate form located at www.sma-america.com. (Please select the Service tab and Downloads) In order to fulfill its obligations under this limited warranty, SMA America may require a copy of the purchase receipt, the warranty certificate, installation document, or evidence of the warranty extension. End-user customers are encouraged to retain such documentation.The model/serial number must be included on the documentation provided in order to determine warranty entitlement. Warranty Transferability The SMA factory warranty is freely assignable/transferable with written notice to SMA America. To apply for warranty transfer, please see the SMA Warranty Transfer of Ownership form located at www.sma-orrerica.com. (Please select the Service tab and Downloads) Exclusion of Liability The SMA limited factory warranty does not cover failures or damages that occur due to: • transport damage • incorrect installation or commissioning • failure to observe the user manual, maintenance requirements and intervals • modifications, changes or attempted repairs 2 US SO 107-0080-001 rev. 06 SMA • incorrect use or inappropriate operation • insufficient v entilation of the device • failure to observe the applicable safety regulations, • force majeure e.g. lightning, overvoltage, storm, fire) • cosmetic defects which do not directly influence energy production, or degrade form, fit, function Additional claims due to direct or indirect damage, especially compensation claims for damages due to loss of profits, or revenue, or incurred costs arising from disassembly and mounting, are expressly excluded in the absence of a written contract agreement with SMA America. How to get Warranty Support SMA America products are designed and built for reliability. In the unlikely event of a failure, please contact the SMA Technical Service Line at 1-877-697-6283 where an SMA Technical Support Representative will assist you. • Proper fault diagnosis may require a qualified Solar PV service technician to be at the SMA device location and equipped with a quality digital AC/DC voltmeter. • The onsite service technician may be asked to take voltage measurements and provide error codes from the inverter. • Additional information will be required such as: o model number o serial number o job site name o original date of installation o PV array configuration o description of any modifications that have been performed on the inverter If the onsite repair technician is unwilling or unable to assist SMA in the fault diagnosis process, the customer may be charged an inspection fee plus shipping costs if no trouble is found when the device is tested by the SMA Service Repair Department. Replacement Procedure and Conditions SMA America will provide standard ground shipping. If expedited shipping is requested, the shipping costs will be billed to the customer. SMA America does not provide new replacement equipment to distributors or installers who exchange new equipment from their stock to customers in the field at their own discretion. 3 US SO 107-0080-001 rev. 06 ii SMA Unresolved or pending financial issues between the customer and SMA America at the time of trouble call reporting will have to be resolved before material exchange can occur. Customer-modified equipment does not qualify for the advanced replacement exchange warranty process and must be returned to the SMA depot for repair. Unless the modification created the failure, customer-modified equipment is covered under the above described SMA warranty conditions on a repair/return basis only. When replacing an inverter, customer is asked to safely remove any piggyback modules (i.e. RS-232 cards, RS-485 cards, etc.) from the inverter to be returned, and retain them for reinstallation by customer on the replacement equipment. Customers or their installer is expected and requested to repack the defective equipment in the same shipping box used to ship the replacement, and manually apply the SMA provided return shipping'label(s) to the box of the equipment to be returned. If the end-user chooses to have the inverter repaired and returned, SMA America will send an empty shipping box and shipping call tag if the original packaging is not available. The returned unit will be repaired and returned to the end-user. SMA Solar Technology America,LLC 6020 West Oaks Blvd, Ste 300 Rocklin, CA 95765 Tel.+1 916 625 0870 Tel. +1 877-MY SMA TECH Tel. +1 877 697 6283 (Toll free, available for USA, Canada and Puerto Rico) Fax+1 916 625 0871 Service @SMA-America.com www.SMA-America.com SMA AMERICA,LLC REPAIR CENTER 3801 North Havana Street Denver,CO 80239 SMA Solar Technology Canada Inc. 2425 Matheson Blvd. E, 7th Floor Mississauga, ON [4W 5K4 Canada Tel. +1 877 697 6283 (Toll free, available for Canada) Service @SMA-Canada.ca www.SMA-Canada.ca 4 US SO 107-0080-001 rev. 06 EXHIBIT F Mounting System Warranty Information II 29 napN rock Mounting System SNAPNRACKTM LIMITED WARRANTY 10 YEAR LIMITED PRODUCT WARRANTY 15 YEAR LIMITED FINISH WARRANTY Limited Warranties. SnapNrack, Inc.("Manufacturer"),the manufacturer of the SnapNrack photovoltaic solar module racking product(the"Product"),warrants to the end-user of the Product("you"),that while installed as part of the original solar electric system(the"System")at the original installation site,the Product shall be free from defects in materials and workmanship for a period of ten(10)years(the"Limited Product Warranty"),and the Product's anodized finish shall be free from visible peeling, cracking or chalking under normal atmospheric conditions for a period of five(5)years(the"Limited Finish Warranty") (collectively,the"Limited Warranties").The Limited Warranties shall commence on the date of completion of the installation of the Product as a part of the System. Warranty Service.If,within the applicable warranty period,the Product is determined by Manufacturer to be defective,based on reasonable evidence of a defect provided by you,Manufacturer will,at its sole option,(a)repair the Product or replace it with an equivalent product,or(b)take back the Product and refund to you the purchase price paid to Manufacturer by the original purchaser of the Product(the"Distributor").Your sole and exclusive remedy under the Limited Warranties shall be limited to the repair,replacement or refund specified herein. For warranty claims,contact Manufacturer at the address below. Warranty Conditions.THE FOREGOING WARRANTIES ARE CONTINGENT ON THE PROPER USE OF THE PRODUCT IN ACCORDANCE WITH THE INSTRUCTIONS AND SPECIFICATIONS PUBLISHED BY MANUFACTURER AND SHALL NOT APPLY TO ANY PRODUCT THAT HAS BEEN REPAIRED OR MODIFIED BY PERSONS OTHER THAN MANUFACTURER. Warranty Disclaimer.THE EXPRESS WARRANTIES SET FORTH IN HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.MANUFACTURER HEREBY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGMENT,QUIET ENJOYMENT,MERCHANTABILITY,OR FITNESS FORA PARTICULAR PURPOSE. Damage Waiver.NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN,IN NO EVENT WILL MANUFACTURER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY YOU, DISTRIBUTOR OR ANY THIRD PARTY WHICH MAY ARISE UNDER OR IN CONNECTION WITH THE PRODUCT OR THESE LIMITED WARRANTIES. Limitation of Liability.DISTRIBUTOR AND MANUAFACTURER HAVE NEGOTIATED RISK ALLOCATION BETWEEN THEMSELVES AND AGREE THAT IN NO EVENT WILL MANUFACTURER'S LIABILITY FOR ANY CLAIM,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,EXCEED THE CUMULATIVE AMOUNTS ACTUALLY RECEIVED BY MANUFACTURER FROM DISTRIBUTOR FOR THE PRODUCTS SOLD TO DISTRIBUTOR DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CLAIM. Address for Warranty Claims: SnapNrack PV Mounting, 775 Fiero Lane Suite 200, San Luis Obispo CA 93401 www.snapnrack.com sales @snapnrack.com (805)540-6999 SnapNrack, Inc. 775 Fiero Lane Suite 200 San Luis Obispo CA 93401 Effective November 2010 SnapNrack.Warranty.02 EXHIBIT G Sunsense Workmanship Warranty WARRANTY POLICY Sunsense Inc. is a full-time, full—service solar electric and renewable energy company. The following outline reflects the basic policies of Sunsense with regard to warranty of both service work and products. Design, construction and installation services are under warranty by Sunsense for a period of(5)five years upon completion of the project (provided invoice amount is paid in full). During this period, Sunsense will replace or repair, based on its own determination, any portion of workmanship that has proven to fail. All parts and equipment used for construction of the project are subject to manufacturers warranties. Sunsense will repair or replace any faulty equipment for a period of(5)five years after which the client will be responsible for warranty issues. Sunsense will not be responsible for unauthorized design revisions nor will Sunsense be responsible for materials and equipment not purchased through Sunsense. Sunsense stands behind this warranty policy and will make every effort to work with our clients to provide the highest quality service under fair and reasonable terms. 30 EXHIBIT H System Preliminary Design and Layout - - '? rT , _ Key: .m.•. .... ,m ]r I. I „4 a . ■I y �:«. _ .. - r. 1 _ . � - ,. 4 ,, r �-, .. q ` '""E � ' ; � Electrical Gear Location �`-�" ' .4 Utility Meter&XFMR y _ t joi41, '"N. °'h' a Main Service Switchgear _. F 4"=' Electrical Room Vault ° _- r ° ' �;, (Below Ground-Garden Level) �g t i19 4 ' s,, / « 3 Solar Electric Modules Building D.Outline V y w i r , i..�,-+� .ice.. '. (118)Modules Z Point of Interconnection for Building D. (r);o is Grid-Tied Inverter#1,AC Disconnect, —1 v 1 Point of Back Feed for Building E. and Sub Panel GLD Grid-Tied Inverter#2,AC Disconnect and Sub Panel GLE '4 '0 r(:):5 . �` Building E' - F §YI I Solar Electric Modules . •1•4 • y .' (64)Modules kit ''' -'1 t i ... I" I J.� ■ 9m 9000.9 see ,. mat,, . w$IW a , - r . mr ` r Caw Moor „.„. i .... l t rte« For Building D (larger building and array), the DC conduit will come down the southeast wall and be covered / sleeved by a faux gutter. The existing penetration on the roof will be left as is and will not be utilized for this array. There will be (2) visible conduits underneath the inverter and AC disconnect. All other conduit will be concealed by the faux gutter or painted to match as best as possible, if necessary. Eagle County will provide the gutter materials and paint to match the wall. Sunsense and/or our subcontractors will paint the conduit as necessary and install the faux gutter and such Services are included in the Contract Price. For Building E (facilities building), the DC conductors will run internally and down into the basement array. These conductors will then be routed to the exterior where the inverter is located. There will be no DC or AC conduit visible on the exterior walls except inside the fenced in area. These conduits will be painted by Contractor (such Services are included in the Contract Price) as directed by County using the paint that Eagle County will provide. 31 For Holy Cross requirements, Sunsense will install a permanent plaque at the location of the meter on the North side of the campus that will indicate the locations of both inverters and AC disconnects. All signage will be red with white lettering. Building D Locations Building E Locations Y [ �y�y a 1 i{ jf -1? / 8 E f =,.Z i .: Imo, .l. I .r IT 7 _y ,X-2-. _ , Air , , ` w-w.c. s t}I DISCO is I l _■ r L 1 � I I y I W � _ '® , i au .�+... ..•.. • �+ L 1 32